Bird Construction Inc.

EXECUTION COPY

and

2615701 ALBERTA LTD.

and

1482752 B.C. LTD.

and

1482759 B.C. LTD.

and

JACOB BROS. HOLDINGS LTD.

and

SCOTT JACOB

and

TODD JACOB

SHARE PURCHASE AND SALE AGREEMENT

JUNE 10, 2024

LEGAL_1:85707969

	TABLE OF CONTENTS
	Page
ARTICLE 1	INTERPRETATION ................................................................................................. 2
1.1	Defined Terms ....................................................................................................... 2
ARTICLE 2	PURCHASE AND SALE ....................................................................................... 17
2.1	Purchase and Sale ................................................................................................ 17
2.2	Action by Vendor and Purchasers........................................................................ 17
2.3	Purchase Price ...................................................................................................... 17
2.4	Preparation and Delivery of Estimated Closing Date Financial Statements ........ 18
2.5	Closing Date Payments ........................................................................................ 18
2.6	Preparation and Delivery of Closing Date Financial Statements ......................... 19
2.7	Objection to Closing Date Financial Statements ................................................. 20
2.8	Net Working Capital Adjustment ........................................................................ 21
2.9	Allocation of Purchase Price ................................................................................ 21
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF THE VENDOR ...................... 21
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS ............. 21
ARTICLE 5	CONDITIONS IN FAVOUR OF THE PURCHASERS ........................................ 22
5.1	Truth and Accuracy of Representations of Vendor at the Closing Time ............. 22
5.2	Performance of Obligations ................................................................................. 22
5.3	Receipt of Vendor’s Closing Documentation ...................................................... 22
5.4	Competition Act Approval ................................................................................... 23
5.5	Third Party Consents and Notices ........................................................................ 23
5.6	Listing of Consideration Shares ........................................................................... 23
5.7	No Proceedings .................................................................................................... 23
5.8	Encumbrances ...................................................................................................... 23
5.9	No Material Adverse Effect ................................................................................. 23
5.10	No Material Damage ............................................................................................ 23
ARTICLE 6	CONDITIONS IN FAVOUR OF THE VENDOR ................................................. 23
6.1	Truth and Accuracy of Representations of the Purchasers at Closing Time ....... 24
6.2	Performance of Obligations ................................................................................. 24
6.3	Receipt of Purchasers’ Closing Documentation .................................................. 24
6.4	Competition Act Approval ................................................................................... 24
6.5	Listing of Consideration Shares ........................................................................... 24
6.6	Consideration Shares ........................................................................................... 24
6.7	No Proceedings .................................................................................................... 24
6.8	No Purchaser Material Adverse Effect ................................................................ 25

LEGAL_1:85707969

(continued)

Page

ARTICLE 7 TERMINATION ..................................................................................................... 25	ARTICLE 7 TERMINATION ..................................................................................................... 25
7.1	Termination .......................................................................................................... 25
7.2	Effect of Termination ........................................................................................... 26
7.3	Other Rights and Remedies ................................................................................. 26
ARTICLE 8 COVENANTS ........................................................................................................ 27
8.1	Conduct of Business Prior to Closing .................................................................. 27
8.2	Access for Investigation and Search Authorizations ........................................... 29
8.3	Notice by the Parties of Certain Matters .............................................................. 31
8.4	Confidentiality ..................................................................................................... 31
8.5	Actions to Satisfy Closing Conditions ................................................................. 32
8.6	Preservation of Records ....................................................................................... 34
8.7	R&W Insurance Policy ........................................................................................ 34
8.8	Release ................................................................................................................. 35
8.9	Termination of Intercompany Arrangements, Guarantees and Letters of
	Credit.................................................................................................................... 36
8.10	Public Notices ...................................................................................................... 37
8.11	Director and Officer Indemnification and Insurance ........................................... 37
8.12	Tax Returns .......................................................................................................... 38
8.13	Tax Proceedings ................................................................................................... 39
8.14	Other Tax Matters ................................................................................................ 40
8.15	Personal Information ............................................................................................ 42
8.16	Financing Cooperation ......................................................................................... 42
8.17	Distributions ......................................................................................................... 42
8.18	Off Balance Sheet Claims .................................................................................... 43
ARTICLE 9 INDEMNIFICATION ............................................................................................. 43
9.1	Survival ................................................................................................................ 43
9.2	Indemnification by the Vendor ............................................................................ 43
9.3	Limitations on Indemnification ............................................................................ 44
9.4	[Intentionally deleted]......................................................................................... 45
9.5	Indemnification by the Purchasers ....................................................................... 45
9.6	Other Limitations ................................................................................................. 45
9.7	Indemnification Procedures for Third Party Claims ............................................ 46
9.8	Direct Claims ....................................................................................................... 47
9.9	Tax Status and Purpose of Indemnification Payments ........................................ 48
9.10	Trustee and Agent ................................................................................................ 48
9.11	Limitation Periods ................................................................................................ 48
ARTICLE 10 INTERPRETATION ............................................................................................. 48

LEGAL_1:85707969

(continued)

Page

10.1	Certain Rules of Interpretation............................................................................. 48
10.2	Knowledge ........................................................................................................... 50
10.3	Entire Agreement ................................................................................................. 50
10.4	Schedules ............................................................................................................. 50
ARTICLE 11	GENERAL ............................................................................................................ 50
11.1	Guarantee of Performance by Vendor Guarantors............................................... 50
11.2	Guarantee of Performance by Bird ...................................................................... 51
11.3	Non-Waiver.......................................................................................................... 51
11.4	Dispute Resolution ............................................................................................... 51
11.5	Expenses .............................................................................................................. 52
11.6	Notices ................................................................................................................. 52
11.7	Assignment .......................................................................................................... 53
11.8	Enurement ............................................................................................................ 54
11.9	Amendment .......................................................................................................... 54
11.10	Further Assurances............................................................................................... 54
11.11	Execution and Delivery........................................................................................ 54
SCHEDULE	A REPRESENTATIONS AND WARRANTIES OF THE VENDOR

SCHEDULE B REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

SCHEDULE 2.9 PURCHASE PRICE ALLOCATION

LEGAL_1:85707969

THIS SHARE PURCHASE AGREEMENT is dated June 10, 2024

BETWEEN:

JACOB BROS. HOLDINGS LTD. , a corporation governed by the laws of the Province of British Columbia (the “ Vendor ”),

and -

SCOTT JACOB , an individual resident in the City of Surrey, (“ Scott ”),

and -

TODD JACOB , an individual resident in the Township of Langley, (“ Todd ”, and together with Scott, the “ Vendor Guarantors ”),

and -

BIRD CONSTRUCTION INC. , a corporation governed by the laws of the Province of Ontario, (“ Bird ”),

and -

2615701 ALBERTA LTD. , a corporation governed by the laws of the Province of Alberta, (“ NewCo Alberta ”),

and -

1482752 B.C. LTD. , a corporation governed by the laws of the Province of British Columbia, (“ NewCo Asset ”),

and -

1482759 B.C. LTD. , a corporation governed by the laws of the Province of British Columbia, (“ NewCo Construction ”, and collectively with Bird, NewCo Alberta, and NewCo Asset, the “ Purchasers ”).

RECITALS:

A. The Vendor beneficially owns and controls all of the issued and outstanding shares in the capital of Jacob Bros. Asset Co. Ltd., a corporation governed by the laws of the Province of British Columbia (“ JBACL ”), Jacob Bros. Construction Alberta Inc., a corporation governed by the laws of the Province of Alberta (“ JBCAI ”), and Jacob Bros. Construction Inc., a corporation governed by the laws of the Province of British Columbia (“ JBCI ”, and collectively with JBACL and JBCAI, the “ Companies ”).
B. The Companies and their Subsidiaries are in the business of construction services, including heavy civil construction, major public infrastructure, and industrial, commercial, institutional and residential projects (the “ Business ”).

LEGAL_1:85707969

C. The Vendor has agreed to sell to the Purchasers and the Purchasers have agreed to purchase from the Vendor all of its issued and outstanding shares in the capital of the Companies (the “ Purchased Shares ”) on the terms and conditions of this Agreement.
D. Each Vendor Guarantor has agreed to guarantee the performance of the obligations of the Vendor under this Agreement.
E. Bird has agreed to guarantee the performance of the obligations of the other Purchasers under this Agreement.

THEREFORE , the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

“ Accounting Principles ” means the same accounting practices, methodologies, principles, policies and procedures used on a basis consistent with the Companies’ and their Subsidiaries’ past methods, practices, principles, policies and procedures applied in preparation of the Financial Statements and in accordance with GAAP.

“ Accounts Receivable ” means accounts receivable, bills receivable, trade accounts, book debts and insurance claims recorded as receivable in the Books and Records and other amounts owing or deemed to be owing to the Companies or any of their Subsidiaries including refunds and rebates receivable.

“ Accrued Liabilities ” means liabilities or expenses of the Companies and their Subsidiaries incurred as of the Effective Time but that are not yet due and payable as of the Effective Time and claims against the Companies and their Subsidiaries that are increasing with the passage of time or receipt of goods or services but are not yet due and payable as of the Effective Time, including accruals for vacation pay.

“ Advance Ruling Certificate ” means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act with respect to the Transactions.

“ Affiliate ” of any Person means, at the time such determination is being made, any other Person controlling, controlled by or under common control with such first Person.

“ Agreement ” means this Share Purchase Agreement, including all schedules, and all amendments or restatements, as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement.

“ Appurtenances ” means privileges, rights, easements and appurtenances both at law and equity belonging to or for the benefit of Real Property, including means of access between Real Property and a public way, rights in respect of or for any other uses upon which the present use is dependent (such as pipelines, cables, railway sidings) and rights existing in and to any streets, alleys, passages and other rights-of-way.

“ ARC Request ” has the meaning given to it in Section 8.5(c)(i).

LEGAL_1:85707969

“ arm’s length ” has the meaning that it has for purposes of the Tax Act.

“ Assessment ” has the meaning given to it in Section 8.13(c).

“ Baker Tilly ” means Baker Tilly Canada Capital Corp.

“ Balance Sheet ” means the combined balance sheet of each of the Companies and their Subsidiaries as at February 29, 2024, forming part of the Financial Statements.

“ Base Purchase Price ” has the meaning given to it in Section 2.3(a).

“ Benefit Plans ” means any plan, arrangement, agreement, program, policy, practice or undertaking, whether oral or written, formal or informal, funded or unfunded, insured or uninsured, registered or unregistered, that provides any employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, supplemental pension, retirement, stock option, stock purchase, stock appreciation, share unit, phantom stock, deferred compensation, health, welfare, medical, dental, disability, life insurance and any similar plans, programmes, arrangements or practices, in each case (x) for the benefit of Employees or former employees, officers or directors of the Companies or other Persons who are receiving remuneration for work or services provided to the Companies who are not Employees (or any spouses, dependants, survivors or beneficiaries of such Persons), or (y) that are maintained, sponsored or funded by the Companies or (z) under which the Companies have, or will have, any liability or contingent liability, provided that a Benefit Plan shall not include any Statutory Plans.

“ Bird ” has the meaning given to it in the Preamble.

“ Bird Common Shares ” means common shares in the capital of Bird.

“ Books and Records ” means books and records of the Companies and their Subsidiaries or of the Vendor or any of its Affiliates relating to the Companies or any of their Subsidiaries, including financial, corporate, operations and sales books, records, books of account, sales and purchase records, lists of suppliers and customers, formulae, business reports, plans and projections and all other documents, surveys, plans, files, records, assessments, correspondence, and other data and information, financial or otherwise, including all data, information and databases stored on computer-related or other electronic media.

“ Break Fee ” has the meaning given to it in Section 7.1(d).

“ Business ” has the meaning given to it in the Recitals.

“ Business Day ” means any day, other than a Saturday or Sunday, on which commercial banks located in Surrey, British Columbia and Toronto, Ontario are open for banking business during normal banking hours.

“ Canadian Securities Laws ” means the securities legislation and regulations thereunder of each province of Canada and the rules, instruments, policies and orders of each securities regulatory authority made thereunder.

LEGAL_1:85707969

“ Capital Lease and Equipment Debt Amount ” means the aggregate value of the obligations of the Companies and their Subsidiaries for capital leases and equipment debt obligations.

“ Cashimout ” means Cashimout Enterprises Inc., a corporation governed by the laws of the Province of British Columbia.

“ Claims ” means claims, demands, complaints, grievances, actions, applications, suits, causes of action, Orders, charges, indictments, prosecutions, or other similar processes, assessments or reassessments, whether disputed or undisputed, matured or not, contractual, legal or equitable.

“ Closing ” has the meaning given to it in Section 2.2.

“ Closing Date ” has the meaning given to it in Section 2.2.

“ Closing Date Financial Statements ” has the meaning given to it in Section 2.6(a).

“ Closing Indebtedness ” has the meaning given to it in Section 2.3(b).

“ Closing Time ” has the meaning given to it in Section 2.2.

“ Closing Working Capital Adjustment Amount ” has the meaning given to it in Section

2.3(c).

“ Collective Agreements ” means the collective agreements (including expired collective agreements which have not been renewed) and related documents including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards) by which the Companies or any of their Subsidiaries is bound or which impose any obligations upon the Companies or any of their Subsidiaries or set out the understanding of the parties or an interpretation with respect to the meaning of any provisions of such collective agreements.

“ Commissioner ” means the Commissioner of Competition appointed under section 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his or her behalf.

“ Companies ” has the meaning given to it in the Recitals.

“ Companies’ Released Parties ” has the meaning given to it in Section 8.8(a).

“ Companies’ Transaction Expenses ” has the meaning given to it in Section 2.3(d).

“ Competition Act ” means the Competition Act (Canada).

“ Competition Act Approval ” means the occurrence of either of the following:

i. the issuance of an Advance Ruling Certificate; or

LEGAL_1:85707969

ii. both of (A) the obligation to make a pre-merger notification under Part IX of the Competition Act shall have been waived by the Commissioner pursuant to section 113(c) of the Competition Act or the applicable waiting period under Section 123 of the Competition Act shall have expired or been earlier terminated and (B) unless waived by the Purchasers in their sole discretion, the Commissioner shall have provided one or more of the Purchasers or their legal counsel with a No-Action Letter and any terms and conditions attached to such No-Action Letter are satisfactory to the Purchasers, acting reasonably.

“ Confidentiality Agreement ” has the meaning given to it in Section 8.4(a).

“ Consideration Shares ” has the meaning given to it in Section 2.5(d).

“ Contracts ” means contracts, licences, leases, agreements, obligations, promises, undertakings, understandings, arrangements, documents, commitments, entitlements or engagements to which the Companies or any of their Subsidiaries are a party or by which any of them are bound or under which the Companies or any of their Subsidiaries has, or will have, any liability or contingent liability (in each case, whether written or oral), and includes any quotations, orders, proposals or tenders which remain open for acceptance and warranties and guarantees.

“ control ” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management policies of a Person, whether through the ownership of voting securities, by contract or credit arrangement, as trustee or executor, or otherwise (and the terms “ controlling ”, “ controlled by ” and “ under common control with ” have corresponding meanings).

“ D&O Indemnitees ” has the meaning given to it in Section 8.11(a).

“ Defined Benefit Plans ” means any Pension Plan which contains a “defined benefit provision” as defined in subsection 147.1(1) of the Tax Act.

“ Direct Claim ” has the meaning given to it in Section 9.8.

“ Disclosing Party ” has the meaning given to it in Section 8.14(e).

“ Disclosure Letter ” means the disclosure letter delivered by the Vendor to the Purchasers on the date of this Agreement, which is an integral part of this Agreement.

“ Disclosure Requirements ” has the meaning given to it in Section 8.14(e).

“ Dividend Recipient ” has the meaning given to it in Section 8.14(c).

“ Effective Time ” has the meaning given to it in Section 2.2.

“ Employees ” means individuals employed by the Companies including without limitation any and all individuals on leave of absence, including without limitation maternity leave, disability leave or workers compensation leave.

“ Employment Agreements ” has the meaning given to it in Section 5.3(b).

LEGAL_1:85707969

“ Employment Contracts ” means Contracts, other than Benefit Plans, whether oral or written, relating to an Employee, including any communication or practice relating to an Employee which imposes any obligation on the Companies.

“ Encumbrances ” means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, restrictions, easements, rights-of-way, title defects, options, adverse claims or encumbrances of any kind or character whatsoever.

“ Environment ” means the environment or natural environment as defined in any Environmental Laws and includes ambient air, surface water, ground water, land surface, soil and subsurface strata.

“ Environmental Laws ” means Laws relating to the protection of the Environment and human health or safety, and includes Laws relating to any sewer system and to the storage, generation, use, handling, manufacture, processing, labelling, advertising, sale, display, transportation, treatment, reuse, recycling, Release and disposal of, and exposure to, Hazardous Substances.

“ Environmental Orders ” means Orders issued, filed, imposed or threatened in writing by any Governmental Authority pursuant to any Environmental Laws and include certificates of property use and Orders requiring investigation, assessment, monitoring, managing, controlling, treatment, removal, excavation or remediation of any site or Hazardous Substance, or requiring that any Release or any other activity be reduced, modified, managed, controlled, stopped or eliminated or requiring any form of payment or co-operation be provided to any Governmental Authority.

“ Equipment Contracts ” means Contracts relating to motor vehicle leases, equipment leases, equipment financing agreements, and other similar agreements, provided that, for certainty, Equipment Contracts shall not include any Contract providing a general security agreement over the assets of the Companies or any of their Subsidiaries.

“ Estimated Closing Date Financial Statements ” has the meaning given to it in Section

2.4.

“ Estimated Closing Indebtedness ” has the meaning given to it in Section 2.4.

“ Estimated Closing Working Capital Adjustment Amount ” has the meaning given to it in Section 2.4.

“ Estimated Companies’ Transaction Expenses ” has the meaning given to it in Section

2.4.

“ Estimated Purchase Price ” has the meaning given to it in Section 2.4.

“ Financial Statements ” means (i) the reviewed financial statements of each of JBCI (including the Subsidiaries) and JBACL for the fiscal years ended February 29, 2024 and February 28, 2023, consisting of the applicable Balance Sheet (and prior year balance sheet) and the statements of earnings and retained earnings and cash flows and all notes thereto, (ii) the compiled financial information of JBCAI for the fiscal years ended as of February 29, 2024 and February

LEGAL_1:85707969

28, 2023, consisting of the applicable Balance Sheet (and prior year balance sheet) and the statements of loss and retained earnings and all notes thereto; and (iii) the combined compiled financial information of the Companies and their Subsidiaries as of February 29, 2024 and February 28, 2023, copies of which Financial Statements are included as Schedule 10 of the Disclosure Letter.

“ GAAP ” means generally accepted accounting principles from time to time approved by the Chartered Professional Accountants of Canada, or any successor organization, applicable as at the date on which a calculation is made or an action is taken, including Accounting Standards for Private Enterprises.

“ Governmental Authorities ” means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities:

i. having jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
ii. exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.

“ Governmental Authorizations ” means authorizations, approvals, including Orders, franchises, certificates, consents, directives, notices, variances, agreements, instructions, registrations, licences or permits or other rights issued to or required by the Companies or any of their Subsidiaries by or from any Governmental Authority.

“ Hazardous Substances ” means pollutants, contaminants, wastes of any nature, hazardous substances, hazardous materials, toxic substances, prohibited substances, designated substances, dangerous substances or dangerous goods as defined, judicially interpreted or identified in any Environmental Laws, including asbestos, asbestos-containing materials, polychlorinated biphenyls (PCBs) and mould.

“ Improvements ” means plants, buildings, structures, fixtures, erections and improvements located on, over, under or upon the Real Property and mechanical, electrical, plumbing, heating and air-conditioning systems relating to the Real Property, including any of the foregoing under construction.

“ Indebtedness ” means, as of a specified date, the following obligations to pay another Person money (whether or not then due and payable and without duplication), to the extent they are obligations of the Companies or any of their Subsidiaries or guaranteed by the Companies or any of their Subsidiaries, including through the grant of a security interest upon any assets of the Companies or any of their Subsidiaries:

i. all outstanding indebtedness for borrowed money, whether or not contingent, owed to third parties, including the Capital Lease and Equipment Debt Amount;

LEGAL_1:85707969

ii. all accrued interest payable with respect to Indebtedness referred to in clause (i);
iii. all obligations to pay money for the deferred purchase price of property or services (including any potential future earn-out, purchase price adjustment, releases of “holdbacks” or similar payments, but excluding any such obligations to the extent there is cash being held in escrow exclusively for the purposes of satisfying such obligations) (“ Deferred Purchase Price ”);
iv. all obligations to pay money evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible) or arising under indentures, including, in each case, accrued but unpaid interest thereon;
v. all obligations to pay money arising out of any financial hedging, swap or similar arrangements;
vi. all obligations to pay money as lessee that would be required to be capitalized in accordance with GAAP;
vii. all obligations to pay money in connection with any letter of credit, banker’s acceptance, guarantee, surety, performance or appeal bond, or similar credit transaction; and
viii. the aggregate amount of all prepayments premiums, penalties, breakage costs, “make whole amounts”, costs, expenses and other payment obligations of such Person that would arise (whether or not then due and payable) if all such items under clauses (i) through (vii) were prepaid, extinguished, unwound or settled in full as of such specified date.

For the avoidance of doubt, “Indebtedness” shall not include (i) an amount in respect of the Capital Lease and Equipment Debt Amount of up to the lesser of: (x) 50% of the Capital Lease and Equipment Debt Amount as of the Closing Date; and (y) $3,900,000, (ii) any amounts available under any letter of credit or similar instrument to the extent undrawn or uncalled, (iii) any intercompany indebtedness or (iv) obligations under operating leases. For purposes of determining the Deferred Purchase Price obligations as of a specified date, such obligations shall be deemed to be the maximum amount of Deferred Purchase Price owing as of such specified date (whether or not then due and payable) or potentially owing at a future date.

“ Indemnified Party ” means a Purchaser Indemnified Party or Vendor Indemnified Party, as the case may be, seeking indemnification under this Agreement.

“ Indemnifying Party ” has the meaning given to it in Section 9.7(a).

“ Indemnity Holdback ” has the meaning given to it in Section 2.5(c).

“ Independent Auditor ” has the meaning given to it in Section 2.7(b).

“ Independent Person ” means a Person other than a Party or an Affiliate or Representative of a Party.

LEGAL_1:85707969

“ Information Technology ” means computer hardware, software in source code and object code form (including documentation, interfaces and development tools), websites for the Companies or any of their Subsidiaries, databases, telecommunications equipment and facilities and other information technology systems owned, used or held by the Companies or any of their Subsidiaries.

“ Intellectual Property ” means intellectual property rights, whether registered or not, owned, used or held by the Companies or any of their Subsidiaries , including:

i. inventions, pending patent applications (including divisionals, reissues, renewals, re-examinations, continuations, continuations-in-part and extensions) and issued patents, including those inventions, pending patent applications and issued patents listed and described in Schedule 37 of the Disclosure Letter;
ii. trade-marks, trade dress, trade-names, business names and other indicia of origin, including those listed and described in Schedule 37 of the Disclosure Letter;
iii. copyrights, including the copyright registrations and applications listed and described in Schedule 37 of the Disclosure Letter;
iv. industrial designs and similar rights, including those registrations and applications listed and described in Schedule 37 of the Disclosure Letter;
v. integrated circuit topographies and similar rights, including those registrations and applications listed and described in Schedule 37 of the Disclosure Letter; and
vi. plant breeders rights and similar rights, including those registrations and applications listed and described in Schedule 37 of the Disclosure Letter.

“ Interested Party ” has the meaning given to it in Section 8.9(a).

“ Interim Period ” means the period of time from the date of this Agreement to the Closing Time.

“ JBACL ” has the meaning given to it in the Preamble.

“ JBCAI ” has the meaning given to it in the Preamble.

“ JBCI ” has the meaning given to it in the Preamble.

“ Law ” means applicable laws (including common law or civil law), statutes, by-laws, rules, regulations, Orders, ordinances, protocols, codes, treaties, policies, or requirements, in each case of any Governmental Authority.

“ Langley Property ” means the driveways and yard areas on the property civically known as 21515 32nd Avenue, Langley, B.C. and legally described as Lot 16, Plan NWP40249, Section 25, Township 7, New Westminster District.

LEGAL_1:85707969

“ Langley Property Existing Lease ” means the lease dated October 15, 2021 with an initial term of 5 years that commenced on October 15, 2021 entered into by JBCI (as lessee) and STJ (as lessor) in respect of the Langley Property (which lease will be terminated concurrently with the execution and delivery of the Langley Property New Lease).

“ Langley Property New Lease ” means the lease to be entered into between JBCI (as lessee) and STJ (as lessor) in respect of the Langley Property, which the Parties acknowledge (a) reflects the current terms and conditions contained in the Langley Property Existing Lease (with lease rates subject to rate escalators at 2.5% each year through the end of the 10-year term), together with adjustments agreed to by the Parties; and (b) provides an initial term of 10 years commencing on the Closing Date with an option to renew for an additional 10 years at the end of the initial term at market rates to be agreed to by the Parties and not less than the rent in the final year of the initial term.

“ Leased Real Property ” means lands and premises used by the Companies or any of their Subsidiaries that are leased, subleased, licensed to or otherwise occupied by the Companies or any of their Subsidiaries and the interest of the Companies and their Subsidiaries in Improvements and Appurtenances.

“ Legacy Projects ” means any projects performed by the Companies or any of their Subsidiaries that achieved occupancy or substantial completion prior to the Closing Date.

“ Lock-Up Agreement ” has the meaning given to it in Section 5.3(c).

“ Loss ” or “ Losses ” means all judgments, debts, liabilities, penalties, fines, expenses, costs, damages or losses, contingent or otherwise, whether liquidated or unliquidated, matured or unmatured, disputed or undisputed, contractual, legal or equitable, including loss of value, professional fees, including fees and disbursements of legal counsel on a full indemnity basis, and all costs incurred in investigating or pursuing any of the foregoing or any proceeding relating to any of the foregoing.

“ Mandatory Disclosure ” has the meaning given to it in Section 8.14(e).

“ Material Adverse Effect ” means any fact, state of facts, event, change, effect or circumstance that, when considered either individually or in the aggregate together with all other adverse changes, effects or circumstances that have occurred during any relevant period of time, is materially adverse to, or would reasonably be expected to have a material adverse effect on:

i. the financial condition or results of operations or prospects of the Companies or any of their Subsidiaries, or
ii. the ability of the Vendor to consummate the Transactions;

provided that, solely with respect to clause (i), none of the following to the extent resulting or arising from or relating to the following shall be taken into account in determining whether there has been, is or would reasonably be expected to be a Material Adverse Effect: (a) any changes generally in the industries in which the Companies or any of their Subsidiaries participates or operates, or in general economic conditions or financial markets; (b) any act of God, natural disaster or national emergency in Canada, any act of terrorism, war or other armed hostilities or

LEGAL_1:85707969

civil unrest, any regional, national or international calamity, or any political changes in Canada; (c) any outbreak of illness or pandemic in Canada; (d) any failure by the Companies or any of their Subsidiaries, to meet any projections, budgets or estimates of revenue or earnings, it being understood that the facts giving rise to such failure may be taken into account in determining whether there has been a Material Adverse Effect; (e) any change in Laws or the interpretation, application or non-application of Laws; (f) any changes to GAAP or generally accepted accounting principles; (g) any fiscal or monetary decisions or policies of any Governmental Authority, in Canada; (h) any changes in general Canadian economic conditions, including any changes affecting financial, credit, foreign exchange or capital market conditions; (i) the execution, announcement or performance of this Agreement or the Transactions; or (j) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Purchasers, provided further that with respect to the exceptions set forth in clauses (a) through (c) and (e) through (h) in the event that such fact, state of facts, condition, change, circumstance, development, occurrence, event or effect has had a disproportionate effect on the Companies or any of their Subsidiaries, relative to other companies operating in the industry or industries in which the Companies or any of their Subsidiaries operate, then the incremental effect of such fact, state of facts, condition, change, circumstance, development, occurrence, event or effect shall be taken into account for the purpose of determining whether a Material Adverse Effect exists or would reasonably be expected to occur.

“ Material Contracts ” means Contracts (i) involving aggregate payments to or by the Companies or any of their Subsidiaries in excess of $1,000,000, (ii) involving rights or obligations of the Companies or any of their Subsidiaries that may reasonably extend beyond three years and which do not terminate or cannot be terminated by the Companies or any of their Subsidiaries without penalty on less than six months’ notice, (iii) which are outside the Ordinary Course, (iv) which restrict in any way the business or activities of the Companies or any of their Subsidiaries, (v) that are in respect of leases for capital assets (including Equipment Contracts) having a value in excess of $250,000, (vi) that provide for indemnification or warranty by the Companies or any of their Subsidiaries in respect of a project having an aggregate value in excess of $1,000,000, or (vii) which, if terminated without the consent of the Companies or any of their Subsidiaries, would have a Material Adverse Effect.

“ MNP ” means MNP LLP.

“Multi-Employer Plans” means Benefit Plans to which any one of the Companies are required to contribute pursuant to a collective agreement, participation agreement, any other agreement or statute or municipal by-law and which are not maintained or administered by the Companies or their Affiliates.

“ Net Working Capital Amount ” means, as of the Effective Time, the current assets less the current liabilities of the Companies and their Subsidiaries, determined on a consolidated basis in accordance with the principles and sample calculation set out in Schedule 45 of the Disclosure Letter.

“ No-Action Letter ” means the Commissioner shall have advised one or more of the Purchasers or their legal counsel in writing that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the completion of the Transactions.

LEGAL_1:85707969

“ Non-Competition Agreements ” has the meaning given to it in Section 5.3(f).

“ Notice ” has the meaning given to it in Section 11.6.

“ Objection Notice ” has the meaning given to it in Section 2.7(a).

“ Off Balance Sheet Claims ” means the claims listed in Schedule 46 of the Disclosure Letter.

“ Off Balance Sheet Claims Amount ” means any amounts received by the Companies in settlement or resolution of the Off Balance Sheet Claims, net of all recovery costs (which recovery costs shall include, but not be limited to taxes, legal fees and all other out-of-pocket expenses) and net of any Claims by any third party in relation to the project to which the Off Balance Sheet Claims Amount arises, including owner, subcontractor, sub-subcontractor and joint venture or other partner Claims as well as the cost and all expenses of defending and resolving any such Claims; provided that the Purchasers comply with their obligations under Section 8.18 regarding such net amounts.

“ Orders ” means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, reassessments, directions, instructions, penalties or sanctions issued, filed or imposed by any Governmental Authority or arbitrator.

“ Ordinary Course ”, when used in relation to the taking of any action by any Person, means that the action is consistent in nature, scope and magnitude with the past practices of such Person, or its business, and is taken in the ordinary course of normal day-to-day operations of such Person, or its business, and does not require the authorization of the shareholders or other equityholders of such Person or any other separate or special authorization of any nature, other than authorization by senior management or the director(s) (or their equivalent) of such Person.

“ Organizational Documents ” means, with respect to an entity, its certificate of incorporation, articles of incorporation, bylaws, articles of association, memorandum of association, certificate of trust, trust agreement, partnership agreement, limited partnership agreement, certificate of formation, limited liability company agreement or operating agreement, or other similar instrument, as applicable, in each case, including all amendments thereto.

“ Outside Date ” means, unless otherwise agreed by the Parties, August 31, 2024, provided that if Competition Act Approval has not been obtained by August 31, 2024, any Party may extend the Outside Date by notice in writing given to the other Parties, provided that no such extension may extend the outside date beyond November 30, 2024.

“ Owned Real Property ” means real property owned by the Companies or any of their Subsidiaries and real property, other than Leased Real Property, in which the Companies or any of their Subsidiaries has an interest, including Improvements and Appurtenances.

“ Parties ” means the Vendor, the Vendor Guarantees and the Purchasers collectively, and “ Party ” means any one of them.

LEGAL_1:85707969

“ Pension Plans ” means each Benefit Plan that is a “registered pension plan” (as defined in the Tax Act) and/or is required to be registered under applicable provincial or federal pension standards legislation and any “retirement compensation arrangement” (as defined in the Tax Act).

“ Permitted Encumbrances ” means the Encumbrances listed in Schedule 47 of the Disclosure Letter.

“ Person ” means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, Governmental Authority, and where the context requires any of the foregoing when they are acting as trustee, executor, administrator or other legal representative.

“ Personal Information ” means “personal information”, as that term is defined under applicable Law, in the possession or under the control of the Vendor, the Companies or any of their Subsidiaries about an identifiable individual.

“ Pre-Closing Tax Period ” means any Tax year or other taxable period that ends on or before the Closing Date and, in the case of any Straddle Period, that part of the Tax year or other taxable period through the end of the day on the Closing Date.

“ Pre-Signing Reorganization ” means the transactions, acts, events and filings described in Schedule 48 of the Disclosure Letter.

“ Proceeding ” means any investigations (including any audit or examination), actions, claims, suits or proceedings (public or private) by or before a Governmental Authority or any arbitrator.

“ Protected Communications ” means all communications between or among any of the Vendor, the Vendor Guarantors, the Companies and/or their Subsidiaries, and any of their respective legal counsel and other advisors relating to the negotiation, preparation, execution and delivery of this Agreement or any previous agreement relating to the potential sale of the Purchased Shares, the agreements referred to herein and the consummation of the Transactions, regardless of whether such communications are under legal privilege, other than communications and documentation regarding the implementation of the Pre-Signing Reorganization.

“ Purchase Price ” has the meaning given to it in Section 2.3.

“ Purchased Shares ” has the meaning given to it in the Recitals.

“ Purchaser ” has the meaning given to it in the Preamble.

“ Purchaser Indemnified Parties ” has the meaning given to it in Section 9.2.

“ Purchaser MAE ” means a “Material Adverse Effect” with the reference to “Companies” or “Companies or any of their Subsidiaries” in clause (a) thereof to be deemed to reference “Purchasers and their Affiliates, taken as a whole” and all other references to the “Companies” or to the “Vendor” therein be deemed to reference the “Purchasers” provided that, for certainty, a Purchaser MAE shall not include any adverse change, effect, event, occurrence, state of facts or development to the extent resulting from changes in the stock market or trading prices or volumes

LEGAL_1:85707969

of the Bird Common Shares, it being understood that the facts giving rise to such changes may be taken into account in determining whether there has been a Material Adverse Effect.

“ R&W Insurance Expenses ” means all fees and expenses with respect to the R&W Insurance Policy (including all premiums, Taxes, underwriting fees, and underwriting and brokerage commissions with respect to the R&W Insurance Policy, but excluding the Retention).

“ R&W Insurance Policy ” means that certain representation and warranty insurance policy issued to the Purchasers by the R&W Insurer with a policy limit of $27,780,000.00.

“ R&W Insurer ” means together, Ryan Transactional Risk and Ethos Specialty Insurance Services LLC.

“ Raymond James ” means Raymond James Ltd.

“ Real Property ” means Owned Real Property and Leased Real Property.

“ Real Property Leases ” means Contracts pursuant to which the Companies or any of their Subsidiaries uses or occupies the Leased Real Property, including all rights to related Improvements and Appurtenances.

“ Related Documents ” means each other Contract, document, instrument or certificate other than this Agreement that is (a) contemplated by this Agreement, or (b) to be executed by the Parties in connection with the consummation of the Transactions.

“ Release ” has the meaning prescribed in any Environmental Laws and includes any release, spill, leak, pumping, addition, pouring, emission, emptying, migration, discharge, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction.

“ Representative ” means, with respect to any Person, any director, officer or employee of such Person and any legal, accounting, financial or other advisor or consultant authorized by such Person to represent or act on behalf of such Person.

“ Retention ” means the retention or deductible amount under the R&W Insurance Policy, being the amount of $694,500 initially, as may be reduced under the R&W Insurance Policy.

“ Retention Holdback ” has the meaning given to it in Section 2.5(a).

“ Scott ” has the meaning given to it in the Preamble.

“ Statutory Plans ” means statutory benefit plans which the Companies or any of their Subsidiaries are required to participate in or comply with, including the Canada Pension Plan and Quebec Pension Plan and plans administered pursuant to applicable health tax, workplace safety insurance and employment insurance legislation.

“ Straddle Period ” means any taxation period or fiscal year that includes (but does not end on) the Closing Date.

LEGAL_1:85707969

“ STJ ” means STJ Properties Inc., a corporation governed by the laws of the Province of British Columbia.

“ Subsidiaries ” of a Person means any Persons controlled by such first Person.

“ Surrey Property ” means the office and warehouse on the property civically known as 3399 – 189th Street, Surrey, B.C. and legally described as Lot 14, Plan EPP31532, Section 28, Township 7, New Westminster District, PID 029-167-132.

“ Surrey Property Existing Lease ” means the lease dated March 1, 2022 with an initial term of 10 years that commenced on March 1, 2022 entered into by JBCI (as lessee) and Cashimout (as lessor) in respect of the Surrey Property (which lease will be terminated concurrently with the execution and delivery of the Surrey Property New Lease).

“ Surrey Property New Lease ” means the lease to be entered into between JBCI (as lessee) and Cashimout (as lessor) in respect of the Surrey Property, which the Parties acknowledge (a) reflects the current terms and conditions contained in the Surrey Property Existing Lease, together with adjustments agreed to by the Parties; and (b) provides (i) an initial term of 10 years commencing on the Closing Date with an option to renew for an additional 10 years at the end of the initial term at market rates to be agreed to by the Parties in accordance with the rate negotiation timelines set out in the Surrey Property Existing Lease; (ii) rate escalators at 2.5% each year through the end of the 10-year term; and (iii) a right of first refusal in favour of JBCI should Cashimout decide to sell the Surrey Property.

“ Tangible Personal Property ” means machinery, equipment, furniture, furnishings, office equipment, computer hardware, supplies, materials, vehicles, material handling equipment, implements, parts, tools, jigs, dies, moulds, patterns, tooling and spare parts and tangible assets (other than Real Property) owned or used or held by the Companies or any of their Subsidiaries, including (i) any of the foregoing which are in storage or in transit; (ii) other tangible personal property of the Companies or any of their Subsidiaries whether located in or on the Real Property or elsewhere; and (iii) any of the foregoing which may be attached to Real Property but are not Improvements.

“ Target Working Capital Amount ” has the meaning given to it in Section 2.3(c).

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Returns ” means all returns, reports, declarations, elections, notices, filings, forms, statements, applications (including any documents filed under section 125.7 of the Tax Act ), and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

“ Taxes ” means any taxes, duties, fees, premiums, assessments, imposts, levies and other similar charges of any kind whatsoever imposed by any Governmental Authority and any amounts owing or refunds owing under section 125.7 of the Tax Act , including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority in respect thereof, and including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, harmonized sales, use, value-

LEGAL_1:85707969

added, excise, stamp, withholding, business, franchising, property, development, occupancy, employer health, payroll, employment, health, social services, education and social security taxes, all surtaxes, all customs duties and import and export taxes, countervail and anti-dumping, all licence, franchise and registration fees and all employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions.

“ Technical Information ” means know-how and related technical knowledge owned, used or held by the Companies or any of their Subsidiaries, including:

i. trade secrets, confidential information and other proprietary know-how;
ii. public information and non-proprietary know-how;
iii. information of a scientific, technical, financial or business nature regardless of its form;
iv. uniform resource locators, domain names, telephone, telecopy, internet protocol and email addresses, and UPC consumer packaging codes; and
v. documented research, forecasts, studies, marketing plans, budgets, market data, developmental, demonstration or engineering work, information that can be used to define a design or process or procure, produce, support or operate material and equipment, methods of production and procedures, all formulas and designs and drawings, blueprints, patterns, plans, flow charts, parts lists, manuals and records, specifications, and test data.

“ Technology ” means Intellectual Property, Technical Information and Information Technology.

“ Todd ” has the meaning given to it in the Preamble.

“ Transactions ” means the transactions contemplated by this Agreement and the Related Documents.

“ TSX ” means the Toronto Stock Exchange.

“ Union ” means an organization of employees formed for purposes that include the regulation of relations between employees and employers and includes a provincial, territorial, national or international union, a certified council of unions, a designated or certified employee bargaining agency, and any organization which has been declared a union pursuant to applicable labour relations legislation or which may qualify as a Union.

“ Vendor Guarantees ” has the meaning given to it in Section 8.9(b).

“ Vendor Guarantors ” has the meaning given to it in the Preamble.

“ Vendor Indemnified Parties ” has the meaning given to it in Section 9.5.

“ Vendor Released Parties ” has the meaning given to it in Section 8.8(b).

LEGAL_1:85707969

“ Vendor ” has the meaning given to it in the Preamble.
“ Working Capital Holdback ” has the meaning given to it in Section 2.5(b).

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

On the terms and conditions of this Agreement, at the Closing, the Vendor shall sell to the Purchasers, and the Purchasers shall purchase from the Vendor, all of the Purchased Shares. The Purchased Shares held by the Vendor are specified in the column titled “ Purchased Shares Sold by the Vendor ” in the table in Schedule 2.9.

2.2 Action by Vendor and Purchasers

The closing of the sale and purchase of the Purchased Shares (the “ Closing ”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), at 9:00 a.m. (Vancouver time) (the “ Closing Time ”) on the seventh Business Day following receipt of Competition Act Approval or such other date or at such other time or place as the Parties may agree in writing (the “ Closing Date ”). The Closing shall be deemed effective as of 12:01 a.m. (Vancouver time) on the Closing Date (the “ Effective Time ”).

2.3 Purchase Price

The aggregate purchase price (the “ Purchase Price ”) payable by the Purchasers to the Vendor for the Purchased Shares shall be, without duplication:

(a) $135,000,000 (the “ Base Purchase Price ”); less
(b) the Indebtedness, determined without duplication and on a basis consistent with the Financial Statements as of the Closing Date (the “ Closing Indebtedness ”); plus
(c) an amount equal to (i) the Net Working Capital Amount, determined in accordance with Schedule 45 of the Disclosure Letter, less (ii) [Redacted - Commercially Sensitive Information] (the “ Target Working Capital Amount ” and, such difference, the “ Closing Working Capital Adjustment Amount ”), which Closing Working Capital Adjustment Amount shall, for the avoidance of doubt, be (x) a positive number if the Net Working Capital Amount exceeds the Target Working Capital Amount, and (y) a negative number if the Net Working Capital Amount is less than the Target Working Capital Amount; less
(d) all unpaid fees, costs and expenses incurred by or on behalf of the Companies and their Subsidiaries on or before the Closing in connection with the negotiation, preparation and execution of this Agreement and the consummation of the Transactions, including: (i) costs, fees and disbursements of financial advisors, counsel, accountants and other advisors and service providers, (ii) all change of control, severance, termination or similar payments to any director, officer, employee or consultant of the Companies or any of their Subsidiaries, and (iii) all fees, costs and expenses incurred or that will become payable following the Closing

LEGAL_1:85707969

Date in connection with any “tail” directors’ and officers’ liability insurance policy purchased on or prior to the Closing Date (the “ Companies’ Transaction Expenses ”).

2.4 Preparation and Delivery of Estimated Closing Date Financial Statements

The Parties acknowledge that it is not possible to determine the Purchase Price until the Closing Date Financial Statements are accepted and approved in accordance with Section 2.7. Accordingly, not more than 10 and no fewer than five Business Days prior to the Closing Date, the Vendor shall prepare and deliver to the Purchasers a consolidated balance sheet of the Companies and their Subsidiaries as at the Closing Date (the “ Estimated Closing Date Financial Statements ”), setting forth a good faith estimate of the assets and liabilities of the Companies and their Subsidiaries, prepared in accordance with the Accounting Principles. The Estimated Closing Date Financial Statements shall include the Vendor’s good faith estimates of the Closing Indebtedness (such estimate, the “ Estimated Closing Indebtedness ”), the Closing Working Capital Adjustment Amount, which shall, for the avoidance of doubt, be (x) a positive number if the Net Working Capital Amount exceeds the Target Working Capital Amount, and (y) a negative number if the Net Working Capital Amount is less than the Target Working Capital Amount (such estimate, the “ Estimated Closing Working Capital Adjustment Amount ”), and the Companies’ Transaction Expenses (such estimate, the “ Estimated Companies’ Transaction Expenses ”), in each case prepared in accordance with the example calculations set out in Schedule 45 of the Disclosure Letter and, in the case of the Estimated Closing Working Capital Adjustment Amount, at the expense of the Vendor, MNP will review the Estimated Closing Date Financial Statements, the closing working capital balances and the Vendor’s calculation of the Estimated Closing Working Capital Adjustment prior to the delivery of the Estimated Closing Date Financial Statements to the Purchasers. Concurrently with its delivery to the Purchasers of the Estimated Closing Date Financial Statements, the Vendor shall deliver to the Purchasers its calculation of the Purchase Price (such estimate, the “ Estimated Purchase Price ”). The Estimated Purchase Price shall be equal to:

(a) the Base Purchase Price; less
(b) the Estimated Closing Indebtedness; plus
(c) the Estimated Closing Working Capital Adjustment Amount; less
(d) the Estimated Companies’ Transaction Expenses.

2.5 Closing Date Payments

At the Closing:

(a) $347,250 of the Estimated Purchase Price shall be held back by the Purchasers as security for the payment, if and when applicable, of 50% of the Retention pursuant to Section 8.7(i) (the “ Retention Holdback ”), and for greater certainty, simple interest shall be payable on the Retention Holdback at the rate equal to the interest rate actually received by Bird on deposited funds, which is currently the prime rate of interest minus 1.80% (currently 5.40%), calculated from the Closing Date;

LEGAL_1:85707969

(b) $1,000,000 of the Estimated Purchase Price shall be held back by the Purchasers as security for the payment of those amounts (if any) that the Vendor may become liable to pay to the Purchasers pursuant to Section 2.8(a) (the “ Working Capital Holdback ”), and for greater certainty, no interest shall be payable on the Working Capital Holdback;
(c) $2,000,000 of the Estimated Purchase Price shall be held back by the Purchasers for a period of two years following the Closing Date as security for the payment of those amounts (if any) that the Companies or any of their Subsidiaries may become liable to pay related to the Off Balance Sheet Claims and/or the Legacy Projects (the “ Indemnity Holdback ”) and for greater certainty, simple interest shall be payable on the Indemnity Holdback at the rate equal to the interest rate actually received by Bird on deposited funds, which is currently the prime rate of interest minus 1.80%, calculated from the Closing Date;
(d) Bird will issue to the Vendor an aggregate of 1,490,922 Bird Common Shares (the “ Consideration Shares ”) to be allocated to the Vendor as specified in the table appearing in Schedule 2.9, being the number of Bird Common Shares having a value equal to $33,750,000 based on the volume weighted average trading price of the Bird Common Shares on the TSX for the 10 trading days prior to the date of this Agreement, rounded down to the nearest whole number of Bird Common Shares; and
(e) the Purchasers will jointly pay the Estimated Purchase Price less any amounts paid under Sections 2.5(a), 2.5(b), 2.5(c), and 2.5(d) to the Vendor by wire transfer of immediately available funds to an account designated in writing by the Vendor (such designation to be made at least two Business Days prior to the Closing Date).

2.6 Preparation and Delivery of Closing Date Financial Statements

(a) As soon as reasonably practicable after, and in no event later than 90 days after the Closing Date, the Vendor shall prepare and deliver to the Purchasers a consolidated balance sheet of the Companies and their Subsidiaries as at the Closing Date (the “ Closing Date Financial Statements ”), showing (to the extent permitted in accordance with GAAP) all of the assets and liabilities of the Companies and their Subsidiaries, prepared in accordance with the Accounting Principles. The Closing Date Financial Statements will include a calculation of the Purchase Price, the Closing Indebtedness, the Closing Working Capital Adjustment Amount and the Companies’ Transaction Expenses. At the expense of the Vendor, MNP will review the Closing Date Financial Statements, the calculation of the Purchase Price, the Closing Indebtedness, the Closing Working Capital Adjustment Amount and the Companies’ Transaction Expenses and the Vendor’s calculation of the Closing Working Capital Adjustment prior to the delivery of the Closing Date Financial Statements to the Purchasers. The Parties shall cooperate fully in the preparation of the Closing Date Financial Statements.
(b) If the Vendor fails to timely deliver the Closing Date Financial Statements in accordance with Section 2.6(a), the Purchasers shall be entitled to retain, at the expense of the Vendor, a nationally-recognized, independent firm of chartered

LEGAL_1:85707969

professional accountants to provide a review of the Books and Records of the Companies and their Subsidiaries (which Books and Records will be made available by the Vendor for such purpose), review the calculation of the Estimated Purchase Price and make any necessary adjustments, consistent with the provisions of Section 2.7, to determine the Closing Indebtedness, Closing Working Capital Adjustment Amount and the Companies’ Transaction Expenses, and the determination of such items by such firm of chartered accountants shall be final, conclusive and binding on the Parties.

2.7 Objection to Closing Date Financial Statements

(a) Delivery of Objection Notice – If the Purchasers object in good faith to any aspect of the Closing Date Financial Statements, the Purchasers shall give written notice of such objection to the Vendor (the “ Objection Notice ”) within 30 days after the delivery to the Purchasers of the Closing Date Financial Statements. The Objection Notice shall, for each such objection, set out the reasons for the Purchasers’ objection as well as the amount in dispute and reasonable details of the calculation of such amount. If the Purchasers do not so notify the Vendor within such 30 day period, the Purchasers will be deemed to have accepted and approved the Closing Date Financial Statements, which will be deemed final, conclusive and binding upon the Parties.
(b) Resolution of Disputes – The Vendor shall give the Purchasers and their representatives reasonable access to the Books and Records used in the preparation of the Closing Date Financial Statements to enable the Purchasers to exercise their rights under this Section 2.7(b). The Vendor and the Purchasers shall attempt to resolve all matters in dispute set out in the Objection Notice within 15 days of receipt of the Objection Notice by the Vendor. Any items in dispute not resolved within such 15 day period shall be referred as soon as possible after the end of such period by the Vendor and the Purchasers to PricewaterhouseCoopers LLP, or such other independent auditing firm appointed by the Parties (the “ Independent Auditor ”). The Independent Auditor shall act as expert and not as arbitrator and shall be required to determine the items in dispute that have been referred to it as soon as reasonably practicable but in any event not later than 30 days after the date of referral of the dispute to it. In making its determination, the Independent Auditor will only consider the issues in dispute placed before it. The Vendor and the Purchasers shall provide or make available all documents and information as are reasonably required by the Independent Auditor to make its determination. The determination of the Independent Auditor shall be final and binding on the Parties and the Closing Date Financial Statements shall be (or not be) adjusted in accordance with such determination.
(c) Audit Expenses – The fees and expenses of the Independent Auditor in acting in accordance with this Section 2.7 shall be shared equally by the Purchasers, on the one hand, and the Vendor, on the other hand, unless the Independent Auditor determines otherwise.
(d) Payment in Accordance with Determination – Within 10 days after resolution, by agreement of the Parties, of the dispute that was the subject of the Objection

LEGAL_1:85707969

Notice or, failing such resolution, within 10 days after the final determination of the Independent Auditor, each of the Vendor and the Purchasers shall pay the amounts owed by it as a result of such resolution or final determination.

2.8 Net Working Capital Adjustment

Subject to Section 2.7, within 10 days after delivery by the Vendor to the Purchasers of the Closing Date Financial Statements:

(a) if the Purchase Price, as finally determined and set out in the Closing Date Financial Statements, is less than the Estimated Purchase Price, and
(i) if the difference is less than or equal to the Working Capital Holdback, then the Purchasers shall retain the Working Capital Holdback amount in satisfaction of such difference, and the Purchasers shall pay to the Vendor any excess of such Working Capital Holdback; or
(ii) if the difference is greater than the Working Capital Holdback, then the Purchasers shall retain the Working Capital Holdback amount in partial satisfaction of such difference and the Vendor shall pay to the Purchasers an amount equal to any shortfall in such difference; or
(b) if the Purchase Price, as finally determined and set out in the Closing Date Financial Statements, is greater than the Estimated Purchase Price, then the Purchasers shall pay to the Vendor an amount equal to such difference and shall release to the Vendor the Working Capital Holdback.

2.9 Allocation of Purchase Price

The Purchase Price shall be allocated in accordance with the provisions of Schedule 2.9, provided that if the Purchase Price is adjusted pursuant to Section 2.8 or Section 9.9, the amount of adjustment required shall, if such amount cannot be reasonably allocated to a particular class of shares, be allocated on a pro rata basis among the various classes of shares listed in Schedule 2.9. Each of the Vendor and the Purchasers shall report the purchase and sale of the Purchased Shares in any Tax Returns in accordance with the provisions of Schedule 2.9.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

The Vendor represents and warrants to the Purchasers the matters set out in Schedule A, as of the date of this Agreement and as of the Closing Date.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Each Purchaser, jointly and severally, represents and warrants to the Vendor the matters set out in Schedule B, as of the date of this Agreement and as of the Closing Date.

LEGAL_1:85707969

ARTICLE 5 CONDITIONS IN FAVOUR OF THE PURCHASERS

The obligation of the Purchasers to complete the purchase of the Purchased Shares under this Agreement is subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Purchasers and may be waived by it in whole or in part).

5.1 Truth and Accuracy of Representations of Vendor at the Closing Time

All of the representations and warranties of the Vendor made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such date) and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement) and the Purchasers shall have received a certificate from a senior officer of the Vendor confirming the foregoing on behalf of the Vendor.

5.2 Performance of Obligations

The Vendor shall have performed or complied with, in all material respects, all of their obligations and covenants under this Agreement and the Purchasers shall have received a certificate from a senior officer of the Vendor confirming on behalf of the Vendor such performance or compliance.

5.3 Receipt of Vendor’s Closing Documentation

The Purchasers shall have received:

(a) certificates from the Vendor representing the Purchased Shares duly endorsed in blank for transfer or accompanied by stock transfer powers in a form reasonably acceptable to the Purchasers;
(b) duly executed employment agreements, effective as of the Closing, between Bird and each of Scott and Todd (collectively, the “ Employment Agreements ”), in the form agreed to by the Parties;
(c) a duly executed lock-up agreement, effective as of the Closing, between the Vendor and Bird in respect of all of the Consideration Shares issued and delivered to the Vendor (the “ Lock-Up Agreement ”), in the form agreed to by the Parties;
(d) a duly executed Langley Property New Lease, effective as of the Closing, between JBCI and STJ, in the form agreed to by the Parties;
(e) duly executed Surrey Property New Lease, effective as of the Closing, between JBCI and Cashimout, in the form agreed to by the Parties;
(f) duly executed non-competition, non-solicitation and confidentiality agreements, effective as of the Closing, between Bird and each of Scott and Todd (collectively, the “ Non-Competition Agreements ”), in the form agreed to by the Parties; and

LEGAL_1:85707969

(g) all such other documentation or evidence as is necessary to establish the consummation of the Transactions and the taking of all required corporate proceedings by the Vendor in connection with such transactions.

5.4 Competition Act Approval

The Competition Act Approval shall have been obtained.

5.5 Third Party Consents and Notices

The consents, approvals and notices listed in Schedule 24 of the Disclosure Letter shall have been duly obtained, made, given or waived and shall be in full force and effect, each in form and substance satisfactory to the Purchasers, acting reasonably.

5.6 Listing of Consideration Shares

The TSX shall have approved the listing and posting for trading on the TSX of the Consideration Shares, subject only to the satisfaction of the customary listing conditions of the TSX.

5.7 No Proceedings

There shall not be in effect on the Closing Date any Order or Law restraining, enjoining or otherwise prohibiting or making illegal, and there shall be no pending or threatened in writing Claim of a Governmental Authority which if successful would reasonably be expected to restrain, enjoin or otherwise prohibit, the consummation of the Transactions.

5.8 Encumbrances

The Purchasers shall have received evidence satisfactory to it that all Encumbrances against the Purchased Shares and the assets of the Companies and their Subsidiaries, other than Permitted Encumbrances, have been discharged.

5.9 No Material Adverse Effect

There shall have been no Material Adverse Effect since the date of this Agreement.

5.10 No Material Damage

No material damage by fire or other hazard to the material assets of the Companies or any of their Subsidiaries shall have occurred prior to the Closing Time that is not insured.

ARTICLE 6 CONDITIONS IN FAVOUR OF THE VENDOR

The obligation of the Vendor to complete the sale of the Purchased Shares under this Agreement shall be subject to the satisfaction of or compliance with, at or before the Closing Time, each of the following conditions precedent (each of which is acknowledged to be inserted for the exclusive benefit of the Vendor and may be waived by it in whole or in part).

LEGAL_1:85707969

6.1 Truth and Accuracy of Representations of the Purchasers at Closing Time

All of the representations and warranties of the Purchasers made in or pursuant to this Agreement shall be true and correct in all material respects as at the Closing Time (other than representations and warranties that are made as of a specific date, which representations and warranties shall have been true and correct as of such date) and with the same effect as if made at and as of the Closing Time (except as such representations and warranties may be affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement) and the Vendor shall have received a certificate from a senior officer of each of the Purchasers confirming the foregoing on behalf of such Purchaser.

6.2 Performance of Obligations

The Purchasers shall have performed or complied with, in all material respects, all of its obligations and covenants under this Agreement and the Vendor shall have received a certificate from a senior officer of each of the Purchasers confirming on behalf of such Purchaser such performance or compliance, as the case may be.

6.3 Receipt of Purchasers’ Closing Documentation

The Vendor shall have received: (a) duly executed by Bird, the Employment Agreements, the Lock-Up Agreement, the Langley Property New Lease, the Surrey Property New Lease and the Non-Competition Agreements; and (b) all such other documentation or evidence as is necessary to establish the consummation of the Transactions and the taking of all required corporate proceedings by the Purchasers in connection with such Transactions.

6.4 Competition Act Approval

The Competition Act Approval shall have been obtained.

6.5 Listing of Consideration Shares

The Purchasers shall have delivered evidence satisfactory to the Vendor, acting reasonably, of the approval of the listing and posting for trading on the TSX of the Consideration Shares, subject only to the satisfaction of the customary listing conditions of the TSX.

6.6 Consideration Shares

The Consideration Shares will not be subject to any hold periods or trading restrictions under Canadian Securities Laws.

6.7 No Proceedings

LEGAL_1:85707969

6.8 No Purchaser Material Adverse Effect

There shall have been no Purchaser MAE since the date of this Agreement.

ARTICLE 7 TERMINATION

7.1 Termination

This Agreement may be terminated on or prior to the Closing Date:

(a) by the written agreement of the Purchasers and the Vendor;
(b) by the Purchasers, if the Vendor has breached any of the Vendor’s representations, warranties or covenants contained in this Agreement such that the conditions set forth in Section 5.1 and Section 5.2 are incapable of being satisfied on or before the Outside Date, provided that the Purchasers are not then in breach of this Agreement such that any condition in Section 6.1 or Section 6.2 is incapable of being satisfied on or before the Closing Date, and provided further that the Purchasers may not terminate this Agreement under this Section 7.1(b) unless (i) if capable of being cured, such breach remains uncured for 10 Business Days after written notice of such breach is given to the Vendor by the Purchasers, or (ii) such breach is not capable of being cured;
(c) by the Vendor, if the Purchasers have breached any of the Purchasers’ representations, warranties or covenants contained in this Agreement such that the conditions set forth in Section 6.1 and Section 6.2 are incapable of being satisfied on or before the Outside Date, provided that the Vendor is not then in breach of this Agreement such that any condition in Section 5.1 or Section 5.2 is incapable of being satisfied on or before the Closing Date, and provided further that the Vendor may not terminate this Agreement under this Section 7.1(c) unless (i) if capable of being cured, such breach remains uncured for 10 Business Days after written notice of such breach is given to the Purchasers by the Vendor, or (ii) such breach is not capable of being cured;
(d) by either the Purchasers or the Vendor if the Closing Date has not occurred on or before the Outside Date, except that the right to terminate this Agreement under this Section 7.1(d) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Closing Date to occur by the Outside Date; provided that such Party initiating the termination of this Agreement in accordance with this Section 7.1(d) shall pay the other Party an amount of $[Redacted – Commercially Sensitive Information] in immediately available funds (such amount being the “ Break Fee ”). The Parties acknowledge and agree that the Break Fee shall constitute liquidated damages and not a penalty and is in addition to all other rights of the Parties under this Agreement. The Parties further acknowledge that (A) the amount of loss or damages likely to be incurred by the Party not initiating the termination is difficult to precisely estimate, (B) the Break Fee bears a reasonable relationship to, and is not plainly or grossly disproportionate to, the probable loss the Party not

LEGAL_1:85707969

initiating the termination is likely to incur in connection with the failure of the terminating Party to complete the Transactions, (C) one of the reasons for the Purchasers and the Vendor to agree to the Break Fee was the uncertainty and cost of litigation regarding the question of actual damages or loss, and (D) the Purchasers and the Vendor are sophisticated business parties and have been represented by sophisticated and able legal counsel and have negotiated this Agreement at arm’s length; or

(e) by either the Purchasers or the Vendor if, after the date of this Agreement, any Law or Order has come into effect that prohibits or makes illegal the consummation of the Transactions, and in the case of an Order, such Order has become final and nonappealable,

in each case, with immediate effect upon delivery of written notice of termination or upon entering into a mutual agreement, as the case may be. For clarity, if this Agreement is terminated in accordance with Section 7.1(d), then payment of the Break Fee shall be completed no later than five Business Days after delivery of the termination notice.

7.2 Effect of Termination

If this Agreement is terminated by the Vendor or the Purchasers under Section 7.1, all further rights and obligations of the Parties under this Agreement shall terminate immediately except: (a) save and except if this Agreement is terminated in accordance with Section 7.1(d) and in circumstances in which the Break Fee is payable (in which case the entitlement to be paid the Break Fee shall survive), in respect of any breach of this Agreement arising prior to such termination; and (b) that the provisions of Article 7 [Termination] , Article 10 [Interpretation], Article 11 [General] , and Section 8.4 [Confidentiality] shall survive such termination and continue in full force and effect.

7.3 Other Rights and Remedies

The provisions of this Article 7 are in addition to any other rights and remedies available to a Party in respect of the breach by the other Party of any of its obligations under this Agreement. Save and except if this Agreement is terminated in accordance with Section 7.1(d) in circumstances in which the Break Fee is actually paid (in which case recourse shall be limited to the Break Fee), no termination of this Agreement pursuant to this Article 7 shall be deemed to release either Party from any liability for any breach by such Party of the terms and conditions of this Agreement or impair the right of either Party to compel specific performance by the other Party of its obligations under this Agreement.

It is expressly agreed that the death, permanent disability or mental incapacity of Scott or Todd in the Interim Period shall not be the subject of a freestanding condition of Closing or a freestanding termination event or relieve the Purchasers from their obligations to complete the Transactions.

LEGAL_1:85707969

ARTICLE 8 COVENANTS

8.1 Conduct of Business Prior to Closing

(a) During the Interim Period, except (A) as otherwise expressly required by this Agreement or (B) with the prior written consent of the Purchasers (such consent not to be unreasonably withheld, conditioned or delayed), the Vendor shall and shall cause the Companies and each of their Subsidiaries to:
(i) Conduct Business in the Ordinary Course – conduct the business of the Companies and their Subsidiaries in the Ordinary Course in all material respects;
(ii) Maintain the Business – use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Companies and their Subsidiaries and preserve the rights, franchises, goodwill and relationships of their Employees, customers, lenders, suppliers, distributors and others having business relationships with the Companies or any of their Subsidiaries; and
(iii) Advise of Changes – promptly advise the Purchasers in writing of any fact or any change in the business, operations, affairs, assets, liabilities, capitalization, financial condition or prospects of the Companies or any of their Subsidiaries that would reasonably be expected to result in any of the conditions precedent of the Purchasers set out in Article 6 not being met prior to the Outside Date.
(b) Without limiting the generality of Section 8.1(a), during the Interim Period, except (A) as otherwise expressly required or permitted by this Agreement or (B) with the prior written consent of the Purchasers (such consent not to be unreasonably withheld, conditioned, or delayed), the Vendor shall not and shall cause the Companies and each of their Subsidiaries not to:
(i) intentionally take or omit to take any action that would reasonably be expected to result in a Material Adverse Effect;
(ii) acquire or agree to acquire by the Companies or any of their Subsidiaries in any manner (whether by merger, amalgamation, consolidation, equity purchase, asset purchase, or otherwise) any other Person or business other than the acquisition of assets in the Ordinary Course;
(iii) adopt any amendments to the Organizational Documents of the Companies and their Subsidiaries;
(iv) sell, license, lease, assign, grant interests in, transfer, abandon, fail to renew, or otherwise dispose of any material assets (including Intellectual Property) of the Companies and their Subsidiaries, other than any proceeds from Off Balance Sheet Claims;

LEGAL_1:85707969

(v) liquidate or dissolve the Companies or any of their Subsidiaries;
(vi) (A) enter into any contract or other arrangement that would constitute a Material Contract, (B) amend in any material respect or renew any Material Contract (other than in the Ordinary Course), (C) waive any material benefits under any Material Contract or grant any consent or release in respect of any matters related to any Material Contract in any material respect, (D) terminate (either partially in any material respect or completely) or cancel any Material Contract (other than terminations in the Ordinary Course upon the expiration of such Material Contract), or (E) cause or permit any acceleration of any material terms under any Material Contract (other than in the Ordinary Course);
(vii) create or permit to exist any new material Encumbrance (other than Permitted Encumbrances) upon any assets of the Companies or their Subsidiaries, whether tangible or intangible, outside of the Ordinary Course;
(viii) make or commit to make any capital expenditures by the Companies or any of their Subsidiaries, except for capital expenditures reflected in the budget or financial forecasts provided to the Purchasers prior to the date of this Agreement, outside of the Ordinary Course;
(ix) make any material change in accounting principles by the Companies or any of their Subsidiaries, except as required by applicable Law or GAAP;
(x) other than in the Ordinary Course, delay or postpone the payment of accounts or other amounts payable or other obligations or liabilities of the Companies or their Subsidiaries, or accelerate the collection of any such accounts or other amounts receivable, in each case in any material respect;
(xi) except as required by applicable Law or any Material Contract in effect as of the date of this Agreement, grant any increase in the compensation or benefits of any current or former director, officer, employee or consultant of the Companies or any of their Subsidiaries, or make any payment of or agree to become obligated to pay any bonus, severance or change of control payments to any current or former director, officer, manager, member, partner, employee or consultant of the Companies or any of their Subsidiaries, in each case in any material respect and outside of the Ordinary Course;
(xii) other than liabilities or obligations in respect of trade payables incurred in the Ordinary Course that do not exceed, individually or in the aggregate, $500,000, incur, assume or guarantee any Indebtedness or make or provide any loans or advances;
(xiii) hire any new Employee, other than Employees hired in the Ordinary Course and whose annual compensation is less than $200,000;

LEGAL_1:85707969

(xiv) terminate any Employee without cause, other than any Employee whose annual base salary is less than $125,000;
(xv) institute, settle, cancel or compromise any Proceeding involving damages, or any Proceedings involving claims for damages, for $500,000 or more, other than Off Balance Sheet Claims;
(xvi) enter into or amend any Collective Agreement;
(xvii) in respect of the Companies or any of their Subsidiaries, authorize, issue, sell or otherwise dispose of any shares or other equity interests in the capital of the Companies or any of their Subsidiaries, or grant any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any such shares or other equity interests, or modify or amend any right of any holder of any such outstanding shares or other equity interests;
(xviii) make or change any Tax election, change an annual accounting period, adopt or change any Tax accounting method, file any amended Tax Return, settle any Tax claim or assessment, waive or agree to extend the statute of limitations for the assessment of any Tax, surrender any right to claim a refund of Taxes or otherwise take any similar action, other than as contemplated in this Agreement;
(xix) subject to Section 8.17, declare, set aside or pay any dividend or make any other distribution with respect to shares or other equity interests in the capital of the Companies or any of their Subsidiaries (whether in cash or in kind);
(xx) directly or indirectly redeem, purchase or otherwise acquire any of such shares or other equity interests in the capital of the Companies or any of their Subsidiaries; or
(xxi) authorize or enter into any agreement, contract or commitment to do any of the foregoing or authorize.

8.2 Access for Investigation and Search Authorizations

(a) The Vendor shall permit, and shall cause the Companies and their Subsidiaries to permit, the Purchasers, their Affiliates, and its and their Representatives, the Purchasers’ lenders and their Representatives, and the R&W Insurer and its Representatives, during the Interim Period, to have reasonable access during normal business hours at such times so as not to disrupt the routine daily affairs of the Business and upon reasonable advance notice of at least three Business Days to the Vendor to:
(i) the Real Property;
(ii) all the Books and Records; and

LEGAL_1:85707969

(iii) the properties and assets used by the Companies or any of their Subsidiaries;
(iv) all Material Contracts and other documents referred to in this Agreement or in the Disclosure Letter or in any of the schedules attached hereto and all other documents of or in the possession of the Companies or relating to the Business,

and the Vendor shall cooperate with the Purchasers and its Representatives to provide such other information as may reasonably be required in connection with the Purchasers’ investigation of the Companies and the Business.

(b) Notwithstanding the foregoing, the Vendor shall not be obligated to, and shall not be obligated to cause the Companies and their Subsidiaries to, (i) provide, or cause to be provided, such access or information to the extent that doing so would reasonably be expected to (A) violate applicable Law, (B) violate an obligation of confidentiality owing to a third party, or (C) reasonably jeopardize the protection of a solicitor-client privilege; (ii) disclose minutes of the deliberations of the Companies’ or any of their Subsidiary’s board of directors (or any committee of any such board) in connection with the Transactions, or the evaluation of possible alternatives to the Transactions, or any materials provided to such boards of directors (or any such committee) in connection with such deliberations; or (iii) disclose Protected Communications. For the avoidance of doubt, Protected Communications are confidential, remain the exclusive property of the Vendor and the expectation of client confidence relating thereto shall belong solely to the Vendor and shall not pass to or be claimed by the Purchasers, their Affiliates, the Companies or their Subsidiaries. The Purchasers confirm, on behalf of themselves, their Affiliates, the Companies and the Subsidiaries, that they have no rights, claims, or property interests in the Protected Communications. The Purchasers acknowledge that the Vendor has deleted and/or transferred (or intends to delete and/or transfer) all Protected Communications which are on the Companies’ servers or domains. For the avoidance of doubt, nothing in this Section 8.2(b) shall permit the Vendor to remove any information that is reasonably necessary for the conduct of the Business or for financial or Tax reporting or other compliance with Law by the Companies and their Subsidiaries, unless such information is under legal privilege.
(c) Notwithstanding the foregoing, without the prior written consent of the Vendor, the Purchasers shall not contact, and shall cause their Affiliates and its and their respective Representatives not to contact, any of the Employees, suppliers, customers, clients or financing sources of the Companies or any of their Subsidiaries with respect to the Transactions or otherwise not in the Ordinary Course of the Purchasers or their Affiliates or its and their Representatives.
(d) Without limiting the generality of the foregoing, during the Interim Period, the Vendor will cooperate with the Purchasers and their Representatives and their lenders and the R&W Insurer to provide reasonable access to the Companies’ senior management personnel in such manner and at such times so as not to disrupt the routine daily affairs of the Business.

LEGAL_1:85707969

8.3 Notice by the Parties of Certain Matters

Prior to the Closing, each of the Purchasers and the Vendor shall promptly notify the other Party of:

(a) any notice or other communication from (i) any Governmental Authority in connection with this Agreement or the Transactions, or (ii) any Person (x) alleging that the consent of such Person is or may be required in connection with the Transactions, or (y) threatening, requesting or delivering an Order restraining or enjoining the execution of any Related Documents or the consummation of the Transactions;
(b) the occurrence of any event that would reasonably be expected to result in the failure of one or more of the conditions to Closing set out in Article 5 or Article 6 to be met by the Outside Date; and
(c) (i) with respect to the Vendor, any Proceeding (including, for this purpose, by or before a taxing authority) commenced relating to the Vendor or any of its Affiliates (including the Companies and their Subsidiaries) that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 5 and (ii) with respect to the Purchasers, any Proceedings (including, for this purpose, by or before a taxing authority) commenced relating to the Purchasers that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 6.

8.4 Confidentiality

(a) Notwithstanding the execution of this Agreement, the Parties acknowledge that the confidentiality agreement between Bird and JBCI, dated October 25, 2023 (the “ Confidentiality Agreement ”), remains in full force and effect pursuant to its terms, except to the extent reasonably necessary for either of the Parties to enforce any of its respective rights under this Agreement. The Confidentiality Agreement is hereby terminated effective as of the Effective Time.
(b) From and after the Closing, the Vendor shall, and shall cause each of its Affiliates and each of its and their respective Representatives to, keep confidential all information relating to the Companies or any of their Subsidiaries (including all Personal Information of the Employees), other than information (except Personal Information) that:
(i) is part of the public domain as of the Closing Date;
(ii) becomes part of the public domain on or after the Closing Date other than as a result of a breach of these provisions by the Vendor;
(iii) was received in good faith after Closing from an Independent Person who was lawfully in possession of such information free of any obligation of confidentiality; or

LEGAL_1:85707969

(iv) the Vendor or any of its Affiliates is required to disclose pursuant to applicable Law or stock exchange rules.
(c) From and after the Closing, each of the Vendor and the Purchasers shall, and shall cause each of their Affiliates and each of its and their Affiliates’ Representatives to, keep confidential this Agreement, the Related Documents and all information disclosed to it in connection with the Transactions by or on behalf of the other Party and relating to the other Party (except that the Purchasers shall also be entitled to disclose such information to its lenders, investors as required by Law, the R&W Insurer and other representation and warranty insurance providers providing insurance quotes, provided that such Persons have entered into a confidentiality agreement with the Purchaser), except information (other than Personal Information) that:
(i) is part of the public domain as of the Closing Date;
(ii) becomes part of the public domain on or after the Closing Date other than as a result of breach of these provisions;
(iii) can be demonstrated with written evidence to have been known or available to such Person before receipt of such information from the other Party or independently developed by such Person;
(iv) was received in good faith from an Independent Person, who was lawfully in possession of such information free of any obligation of confidentiality; or
(v) such Person or any of its Affiliates is required to disclose pursuant to applicable Law or stock exchange rules.

8.5 Actions to Satisfy Closing Conditions

(a) During the Interim Period, and subject to the terms and conditions of this Agreement, each of the Vendor and the Purchasers shall use commercially reasonable efforts to take or cause to be taken all actions and to do or cause to be done all things necessary under the terms of this Agreement, any Related Document or applicable Laws to cause the satisfaction of the conditions set forth in Article 5 and Article 6 and to consummate the Transactions, including using their respective commercially reasonable efforts to obtain all authorizations, consents, permits, waivers or other approvals of all Governmental Authorities (including the Competition Act Approval and conditional listing approval of the TSX) that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Related Documents, and the consummation of the Transactions, and the Parties shall reasonably cooperate with each other with respect to each of the foregoing.
(b) The Purchasers and the Vendor shall promptly and expeditiously make all commercially reasonable efforts to obtain Competition Act Approval so as to

LEGAL_1:85707969

permit the closing of the Transactions to occur as promptly as reasonably practicable, and in so doing shall cooperate in good faith with each other.

(c) As soon as practicable following the date of this Agreement:
(i) the Purchasers shall promptly, and in any event within ten Business Days after the date of this Agreement, prepare and submit to the Commissioner an application for an Advance Ruling Certificate or, in the alternative, a NoAction Letter (the “ ARC Request ”);
(ii) if directed by either Party, acting reasonably, the Purchasers and the Vendor shall file pre-merger notifications pursuant to Part IX of the Competition Act within ten Business Days of such direction;
(iii) the Vendor shall promptly furnish to the Purchasers such information, documents and assistance as the Purchasers may reasonably request in order to prepare the ARC Request, or any other submissions to the Commissioner; and
(iv) the Purchasers and the Vendor shall use commercially reasonable efforts to promptly furnish, or cause to be furnished, any additional information or documents requested by the Commissioner.
(d) The Parties shall exchange drafts of all written submissions, notices, filings, correspondence and information proposed to be supplied to or filed with the Commissioner (including the ARC Request), and shall consider in good faith any suggestions made by the other Party concerning such written submissions, notices, filings, correspondence and information. The Parties shall keep each other informed of all substantive communications with the Commissioner and the Commissioner’s staff and will not participate in such communications or meetings (whether by telephone, videoconference or otherwise) without giving each other advance notice of and the reasonable opportunity to participate. Notwithstanding the foregoing, where such written submissions, notices, filings, correspondence, information, communications or meetings include the communication of confidential competitively-sensitive information, such information shall be shared on an external counsel only basis.
(e) The Purchasers shall be responsible for payment of the Competition Act Approval filing fee.
(f) The Purchasers shall submit an application to the TSX for the conditional listing approval of the Consideration Shares and shall pursue such approval and use reasonable efforts necessary to promptly satisfy the listing conditions of the TSX as soon as reasonably practicably following the Closing Date (and in any event in compliance with the requirements of the TSX conditional listing approval of the TSX).

LEGAL_1:85707969

8.6 Preservation of Records

The Purchasers shall take all reasonable steps to preserve and keep the Books and Records for a period of six years from the Closing Date, or for any longer period as may be required by any Law or Order, and shall make such Books and Records available to the Vendor on a timely basis, as may be reasonably requested by the Vendor in connection with the Vendor’s rights or obligations under this Agreement or relating to any inquiries, investigations or Proceedings of or before any Governmental Authority with jurisdiction over the Vendor. Notwithstanding the foregoing, the Purchasers shall not be obligated to, and shall not be obligated to cause the Companies and their Subsidiaries to, provide, or cause to be provided, such records to the extent that doing so would (a) violate applicable Law, (b) violate an obligation of confidentiality owing to an Independent Person, or (c) jeopardize the protection of a solicitor-client privilege as determined by the Purchasers, acting reasonably.

8.7 R&W Insurance Policy

(a) Concurrently with the execution of this Agreement, the Purchasers shall obtain and bind the R&W Insurance Policy.
(b) The R&W Insurance Policy shall provide that (i) the R&W Insurer has no subrogation rights against the Vendor, any of its Affiliates or the Representatives of the Vendor or its Affiliates, and will not pursue any claim, against the Vendor, any of its Affiliates or any of the Representatives of the Vendor or its Affiliates, other than in respect of a claim based on fraud; (ii) the Vendor, its Affiliates and the Representatives of the Vendor and its Affiliates are third-party beneficiaries of the R&W Insurer’s promise to not pursue any claim against the Vendor, its Affiliates or the Representatives of the Vendor or its Affiliates; and (iii) the Purchasers shall not modify the limitations on subrogation against the Vendor, its Affiliates or the Representatives of the Vendor or its Affiliates in the R&W Insurance Policy or otherwise amend the R&W Insurance Policy in such a manner that would reasonably be expected to increase the potential liability or obligation of the Vendor without the prior written consent of the Vendor.
(c) Prior to the Closing, in connection with the R&W Insurance Policy, the Vendor shall, and shall cause the Companies to, provide commercially reasonable cooperation to the Purchasers and the R&W Insurer, as reasonably requested by the Purchasers.
(d) The Purchasers, on the one hand, and the Vendor, on the other hand, shall each pay 50% of the R&W Insurance Expenses as and when due, pursuant to this Section 8.7.
(e) The Purchasers shall use commercially reasonable efforts to meet all conditions to the issuance of the final, executed R&W Insurance Policy in accordance with the terms of the R&W Insurance Policy.
(f) Following the Closing, the Vendor shall provide reasonable cooperation to the Purchasers, the R&W Insurer and the Companies in connection with pursuing

LEGAL_1:85707969

claims under the R&W Insurance Policy if reasonably requested by the Purchasers or the R&W Insurer, in writing, at the sole cost and expense of the requesting party.

(g) Notwithstanding anything to the contrary in this Agreement, neither any revocation, cancellation or modification of the R&W Insurance Policy (including pursuant to any assignment by the Purchasers of any rights of subrogation under the R&W Insurance Policy) after the Closing Date, nor any inability of, nor any denial by the R&W Insurer, to pay any Losses contemplated by the R&W Insurance Policy, shall result in liability under Section 9.2 to the Vendor which is in excess of the liability of the Vendor contemplated under Article 9.
(h) From and after the Closing, the Purchasers will: (i) maintain the R&W Insurance Policy in full force and effect in accordance with its terms and will not cancel, cause to be cancelled or do anything that would reasonably be expected to result in the cancellation of the R&W Insurance Policy; and (ii) not fail to give any notice or present any claim under the R&W Insurance Policy in a due and timely fashion in accordance with the terms of the R&W Insurance Policy.
(i) The Retention Holdback shall be held by the Purchasers as security for the payment, if and when applicable, of 50% of the Retention (as incurred). To the extent a Claim is made under the R&W Insurance Policy, the Purchasers shall be responsible for 50% of the Retention and the Retention Holdback shall be applied against the other 50% of the Retention required in connection with the Claim (such amounts to be shared equally).
(j) To the extent that no Claim has been made during the 12 month period following the Closing Date and the Retention is reduced under the R&W Insurance Policy, the Purchasers will pay to the Vendor an amount equal to one-half of the difference in Retention from the Retention Holdback within 10 days after the end of such 12month period. To the extent that no Claim has been made during the next 12-month period, on the date that is 24 months following the Closing Date, the Purchasers will pay to the Vendor the remaining amount of the Retention Holdback. [Redacted – Commercially Sensitive Information].

8.8 Release

(a) Effective as of the Closing Time, the Vendor unconditionally, irrevocably and forever releases and discharges the Companies, each of their Subsidiaries, each of the successors and assigns of the Companies and each of their Subsidiaries, and all present or former directors, officers, employees or agents of the Companies and each of their Subsidiaries (collectively, the “ Companies’ Released Parties ”), of and from, and hereby unconditionally and irrevocably waives, any and all Claims that the Vendor ever had, now has or ever may have or claim to have against any of the Companies’ Released Parties in their capacity as such, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever arising prior to the Closing Time; provided, that this release does not extend to any Claim: (i) to enforce the terms or any breach of this Agreement or any Related Document or (ii) against any Companies’ Released Party due to such

LEGAL_1:85707969

Companies’ Released Party’s (A) violation of a criminal law; or (B) fraud, intentional misrepresentation or willful misconduct.

(b) Effective as of the Closing Time, the Purchasers, on their own behalf and on behalf of the Companies and each of their Subsidiaries, unconditionally and irrevocably and forever releases and discharges the Vendor (solely in its capacity as a shareholder of the Companies), the Vendor’s successors and assigns, and all present or former directors, officers, employees or agents of the Vendor (collectively, the “ Vendor Released Parties ”), of and from, and hereby unconditionally and irrevocably waives, any and all Claims that the Purchasers, the Companies or any of their Subsidiaries ever had, now has or ever may have or claim to have against any of the Vendor Released Parties in their capacity as such, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing solely related to the Vendor as shareholder of the Companies arising prior to the Closing; provided, that this release does not extend to any Claim: (i) to enforce the terms or any breach of this Agreement or any Related Document, or (ii) against any Vendor Released Party due to such Vendor Released Party’s (A) violation of a criminal law; or (B) fraud, intentional misrepresentation or willful misconduct.

8.9 Termination of Intercompany Arrangements, Guarantees and Letters of Credit

(a) Except for this Agreement and the Related Documents, the Vendor shall cause the Companies and each of their Subsidiaries to terminate, in a manner satisfactory to the Purchasers, acting reasonably, all Contracts between one or more of the Companies or any of their Subsidiaries, on the one hand, and one or more of the Vendor, any Affiliate of the Vendor (other than the Companies and their Subsidiaries), or any officer, director, employee or immediate family member of the Vendor or any such Affiliate of the Vendor, or any Person in which any of such Persons has or has had a controlling interest (each, an “ Interested Party ”), on the other hand, on or prior to the Closing Date, such that each such Contract shall be of no further force or effect immediately following the Closing, in each case without any remaining liability of any kind or nature on the part of the Companies, the Purchasers, or any of their respective Affiliates to any Interested Party as a result of or in connection with such Contract (including the termination of such Contract).
(b) The Vendor confirms that there are not currently any letters of credit, guarantees, surety bonds, performance bonds, capital maintenance agreements or commitments, and other contractual obligations or commitments entered into by or on behalf of the Vendor Guarantors, the Vendor or any of their respective Affiliates in connection with the Business (collectively, the “ Vendor Guarantees ”). To the extent that, prior to the date that is at least five Business Days prior to the Closing Date, the Vendor Guarantors, the Vendor or any of their Affiliates, with the prior written consent of the Purchasers, enters into any such Vendor Guarantee, subject to applicable Law, the Purchasers shall use commercially reasonable efforts to, at or prior to the Closing, arrange for substitute guarantees and other obligations or commitments to replace such Vendor Guarantees or assume the obligations under each Vendor Guarantee, obtaining from the creditor or other counterparty a full release (in a form satisfactory to the Vendor Guarantors or the Vendor, as applicable) of all parties liable, directly or indirectly, for reimbursement to the

LEGAL_1:85707969

creditor or fulfillment of other obligations to a counterparty in connection with amounts drawn under the Vendor Guarantees.

(c) The Purchasers further agree that to the extent (1) the beneficiary or counterparty under any Vendor Guarantee does not accept any such substitute guarantee or other obligation or commitment proffered by the Purchasers or (2) the Purchasers are unable to obtain from the beneficiary or counterparty under any Vendor Guarantee a full release (in a form satisfactory to the Vendor) as contemplated by Section 8.9(b), the Purchasers shall indemnify, defend and hold harmless the Vendor and its Affiliates against, and reimburse the Vendor and its Affiliates for, any and all amounts paid, including costs or expenses in connection with such Vendor Guarantees, including the Vendor and its Affiliates’ reasonable expenses in maintaining such Vendor Guarantees, whether or not any such Vendor Guarantee is drawn upon or required to be performed, and shall in any event promptly (and in any event within three Business Days) reimburse the Vendor and its Affiliates to the extent any Vendor Guarantee incurred after the date of this Agreement is called upon and the Vendor or its Affiliates make any payment or are obligated to reimburse the party issuing the Vendor Guarantee after the date of this Agreement. For certainty, the indemnity provided by the Purchasers to the Vendor in connection with the Vendor Guarantees pursuant to this Section 8.9(c) shall not otherwise alter, amend, or replace the obligations of the Vendor under Article 9.

8.10 Public Notices

The Parties shall jointly plan and coordinate any public notices, press releases, and any other publicity concerning the Transactions, and no Party shall disseminate any such public notices, public releases or other publicity without the prior written approval of the other Party, which approval shall not be unreasonably withheld, conditioned or delayed, unless such disclosure is required to meet timely disclosure obligations of any Party under applicable Laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable and a copy of such disclosure is provided to the other Party as soon as is reasonably practicable.

8.11 Director and Officer Indemnification and Insurance

(a) All rights of the individuals who, at any time on or prior to the Closing Date, were directors or officers of the Companies or any of their Subsidiaries (collectively, the “ D&O Indemnitees ”) to indemnification (including the reimbursement of reasonable expenses) from and against any Claims with respect to, and exculpation from any Losses with respect to, acts or omissions occurring on or prior to the Closing Date as provided in the respective Organizational Documents of the Companies or any of their Subsidiaries as in effect on the date of this Agreement, shall survive the Closing Date and shall continue in full force and effect in accordance with their terms. Subject to Section 8.11(c), the Purchasers shall cause the Companies and their Subsidiaries not to amend or otherwise modify any such rights, agreements or arrangements in any manner that would reasonably be expected to adversely affect the rights of the D&O Indemnitees.
(b) From and after the Closing Date, the Purchasers shall cause (i) the Organizational Documents of the Companies to contain provisions no less favourable to the D&O

LEGAL_1:85707969

Indemnitees with respect to indemnification and the limitation of certain liabilities of directors and officers than are set forth as of the date of this Agreement in the Organizational Documents of the Companies, and (ii) the Organizational Documents of each Subsidiary to contain provisions no less favourable to the D&O Indemnitees with respect to indemnification and the limitation of certain liabilities of directors and officers than are set forth as of the date of this Agreement in the Organizational Documents of each such Subsidiary, which provisions, in each case, subject to Section 8.11(c), shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights of the D&O Indemnitees.

(c) The provisions of this Section 8.11: (i) are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee, and his or her heirs; (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise; and (iii) shall be held by the Vendor in trust for and on behalf of the D&O Indemnitees. The obligations of the Purchasers under this Section 8.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 8.11 applies without the consent of the affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 8.11 applies shall be third party beneficiaries of this Section 8.11).

8.12 Tax Returns

(a) The Vendor shall cause each of the Companies and their Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by them for any period that ends on or before the Closing Date and for which Tax Returns have not been filed as of such date.
(b) Tax Returns required to be prepared by the Vendor for periods ending on or before the Closing Date shall be submitted in draft form to the Purchasers at least 30 days before the date on which such Tax Returns are required by Law to be filed with the relevant Governmental Authority. The Purchasers shall have the right to request the Vendor to make reasonable changes to any such Tax Return by communicating such changes in writing to the Vendor at least 15 days before the date on which such Tax Return is required by Law to be filed with the relevant Governmental Authority. The Vendor shall consider in good faith any comments received from the Purchasers and file only such Tax Return on or before the date on which it is required by Law to be filed with the relevant Governmental Authority. Despite the foregoing, Tax Returns that are required to be filed within 31 days or less of the end of a period shall be provided 10 days in advance of the applicable due date and the Purchasers shall have five days to provide any reasonable comments.
(c) The Vendor shall cause each of the Companies and their Subsidiaries to duly and timely make or prepare all Tax Returns required to be made or prepared by them and to duly and timely file all Tax Returns required to be filed by them for Straddle Periods.

LEGAL_1:85707969

(d) Tax Returns required to be prepared by the Vendor for Straddle Periods shall be submitted in draft form to the Purchasers at least 30 days before the date on which such Tax Returns are required by Law to be filed with the relevant Governmental Authority. The Purchasers shall, subject to Law, have the right to request the Vendor to make reasonable changes to any such Tax Return by communicating such changes in writing to the Vendor at least 15 days before the date on which such Tax Return is required by Law to be filed with the relevant Governmental Authority. The Vendor shall consider in good faith any comments received from the Purchasers and file only such Tax Return on or before the date on which it is required by Law to be filed with the relevant Governmental Authority. Despite the foregoing, Tax Returns that are required to be filed within 31 days or less of the end of a period shall be provided 10 days in advance of the applicable due date and the Purchasers shall have five days to provide any reasonable comments.
(e) At the request of the Vendor, Bird and the Vendor shall execute a joint election under the provisions of section 85 of the Tax Act and the corresponding provisions of any other applicable provincial statute in respect of the Consideration Shares issued to the Vendor as consideration for the sale, transfer and assignment of the Purchased Shares acquired by Bird under this Agreement. The Vendor shall be responsible for preparing the appropriate tax election form in compliance with applicable Law and shall be required to provide any tax election form to Bird at least ninety (90) days prior to the filing deadline therefore, duly completed with the details of the shares purchased from the Vendor and the elected amount for purposes of the election in respect of such shares. Provided that any such election form is provided to Bird within the required time and is satisfactory to Bird, acting reasonably, Bird shall execute and return the form as promptly as practicable to the Vendor. The Vendor shall be responsible for filing such election in a timely manner with the appropriate Governmental Authority. Notwithstanding the foregoing, Bird shall have no responsibility whatsoever and will not in any way be obligated to indemnify the Vendor in respect of any Losses that may be suffered by reason of any inaccuracy or incompleteness of any such election forms and the Vendor shall be responsible for any Taxes (including, for greater certainty, any interest and penalties) assessed under the Tax Act (or any other relevant provincial legislation) arising out of or by virtue of the execution or filing of such election by the Vendor.

8.13 Tax Proceedings

(a) The Purchasers shall, and shall cause the Companies and their Subsidiaries to, inform the Vendor of any written audit inquiries received with respect to the representations and warranties in Article 3 that relate to tax matters and could give rise to a Claim against the Vendor under this Agreement, including a description of such Claim in reasonable detail, and copies of all material written evidence of such Claim in the possession of the Indemnified Party. Subject to the terms of the R&W Insurance Policy, the Purchasers shall provide the Vendor with the sole right to make representations on behalf of the Companies and their Subsidiaries. To the extent not covered by the R&W Insurance Policy, the Vendor shall be responsible for any additional Taxes resulting from such audit inquiries (to the extent related to a matter contemplated by Section 9.2).

LEGAL_1:85707969

(b) The failure of the Purchasers to give the Vendor the notice required by this Section 8.13 with respect to any Claim relating to Tax matters shall not relieve the Vendor of their obligations with respect to such Claim, except to the extent the Vendor is materially prejudiced in their defense of the matter by such failure.
(c) If, at any time, the Companies or any of their Subsidiaries receives an assessment, a reassessment, an indication in writing that an assessment or reassessment is being considered or proposed or any other notice in writing relating to an amount to which the representations and warranties in Article 3 that relate to tax matters and that in turn could give rise to a Claim against the Vendor under this Agreement (an “ Assessment ”), the Purchasers shall cause the Companies or their Subsidiaries, as applicable, to deliver to the Vendor within seven days of receiving the Assessment, a copy of the Assessment, together with a statement setting out the obligations of Vendor, on the assumption that the Assessment is valid and binding.
(d) Subject to the terms of the R&W Insurance Policy, the Vendor shall have the right, at their own expense and employing counsel of their own choice, to contest any Assessment, to the extent such matter is not covered by the terms of the R&W Insurance Policy. In such event, the Purchasers shall have the right to retain its own counsel but the fees and expenses of such counsel shall be at the expense of the Purchasers.
(e) Except with the consent of the Vendor, the Purchasers shall not, and shall not permit the Companies or any of their Subsidiaries, to take any action or agree to any settlement with respect to an Assessment that could give rise to a Claim against the Vendor under this Agreement.
(f) For certainty, the provisions of this Section 8.13 are in addition to, and do not derogate from, any indemnification procedures which may be applicable pursuant to Article 9.

8.14 Other Tax Matters

(a) Where necessary to allocate Taxes under this Agreement with respect to a Straddle Period: (i) the amount of any real property, personal property, ad valorem, intangible, and other Taxes imposed on a periodic basis for such Straddle Period that are allocable to the Pre-Closing Tax Period shall be equal to the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediate proceeding period) multiplied by a fraction, the numerator of which is the number of calendar days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of calendar days in the entire Straddle Period, and (ii) the amount of any Taxes (other than Taxes allocable under clause (i) of this definition) for such Straddle Period that are allocable to the Pre-Closing Tax Period shall be computed on the basis of a “closing of the books,” as if such taxable period ended as of the end of the day on the Closing Date and all such Taxes were calculated in accordance with the past practices of the respective Companies in preparing Tax Returns, except to the extent otherwise required by applicable Law; provided, that exemptions, allowances or deductions that are calculated on an

LEGAL_1:85707969

annual basis (including depreciation and amortization deductions) shall be allocated between the period ending on the Closing Date and the period beginning after the Closing Date in proportion to the number of calendar days in each period.

(b) For purposes of computing the Taxes of any of the Companies or a Subsidiary in respect of any taxation year or other period ending on or prior to the Closing Date, where a Company or a Subsidiary is a member of a partnership and the fiscal period of the partnership is a Straddle Period, the Taxes of the Company or the Subsidiary shall be calculated based an amounts allocable to the Company or the Subsidiary in respect of the partnership on the same basis as set out in Section 8.14(a)(ii).
(c) If the Companies or any of their Subsidiaries is or would be liable to pay tax under Part III or Part III.1 of the Tax Act with respect to any dividends that it has paid or been deemed to have paid on or prior to the Closing Date to any of Todd, Scott, the Vendor or any Person under the control of Todd, Scott, the Vendor (any one a “ Dividend Recipient ”), each of Todd, Scott and the Vendor concurs, and shall cause any Person under their control to concur, in accordance with subsection 184(4) or subsection 185.1(3) of the Tax Act (as applicable) in the making of an election pursuant to subsection 184(3) or subsection 185.1(2) of the Tax Act (as applicable) to the extent the Dividend Recipient received any such dividend and the Vendor’s Representatives shall take all steps reasonably requested by the Companies or any of their Subsidiaries and/or the Purchasers to provide evidence of any such concurrence.
(d) The Parties agree that the restrictive covenants granted under the Non-Competition Agreements are integral to the purchase and sale of the Purchased Shares pursuant to this Agreement and are granted to preserve the fair market value of the Purchased Shares, and no amount of the Purchase Price will be allocated to the granting of any restrictive covenants by any Party. Notwithstanding the foregoing, nothing in this Section 8.14(d) will diminish, limit or derogate from the validity or enforceability of the Non-Competition Agreements or any of the restrictive covenants therein, and each Vendor agrees that it will not assert or claim that this Section 8.14(d) diminishes, limits or derogates from the validity or enforceability of such restrictive covenants in any manner whatsoever.
(e) If, at any time after the Closing Date, the Purchasers or the Vendor determine, or becomes aware that an “advisor” (as is defined for purposes of section 237.3 or section 237.4 of the Tax Act) has determined, that the transactions contemplated by this Agreement are or would be subject to the reporting requirements under section 237.3 or the notification requirements under proposed section 237.4 of the Tax Act (in this Section 8.14(e), the “ Disclosure Requirements ”), the Purchasers or the Vendor, as the case may be, will promptly inform the other Party of its intent, or its advisor’s intent, to comply with the Disclosure Requirements and the Parties will cooperate in good faith to determine the applicability of such requirements. In the event that, following such cooperation, it is ultimately determined that any Party is required to file any applicable information return, notification and/or disclosure in accordance with the Disclosure Requirements (in this Section 8.14(e), in each case, a “ Mandatory Disclosure ”), each Party required to file a Mandatory Disclosure (in this Section 8.14(e), a “ Disclosing Party ”) shall submit to the other Party a draft

LEGAL_1:85707969

of such Mandatory Disclosure at least 30 days before the date on which such Mandatory Disclosure is required by Law to be filed, and such other Party shall have the right to make reasonable comments or changes on such draft by communicating such comments or changes in writing to the Disclosing Party at least 15 days before the date on which such Mandatory Disclosure is required by Law to be filed. The Disclosing Party shall consider in good faith any such comments or changes proposed by the other Party and shall incorporate such comments or changes which the Disclosing Party determines are reasonable and in accordance with Law.

8.15 Personal Information

The Purchasers shall at all times comply with all Laws governing the protection of Personal Information with respect to Personal Information disclosed or otherwise provided to the Purchasers by the Vendor or the Companies or any of their Subsidiaries under this Agreement, including any obligation to notify affected individuals that Personal Information was disclosed in the course of the Transactions and that the Transactions have closed. The Purchasers shall only collect, use or disclose such Personal Information for the purposes of investigating the Companies and their Subsidiaries and the business of the Companies and their Subsidiaries as contemplated by this Agreement and completing the Transactions. The Purchasers shall (i) safeguard all Personal Information collected from the Vendor and the Companies and their Subsidiaries in a manner consistent with both the degree of sensitivity of the Personal Information and how the Purchasers protects the Personal Information it holds, and (ii) maintain at all times the security and integrity of the Personal Information. The Purchasers shall not make copies or excerpts of or from the Personal Information or in any way re-create the substance or contents of the Personal Information if the Transactions are not completed for any reason, and shall return all Personal Information to the Vendor and the Companies and their Subsidiaries, as applicable, or destroy such Personal Information at the Vendor’s request within a reasonable time frame.

8.16 Financing Cooperation

The Vendor agrees to, and shall cause the Companies and their Subsidiaries to, and shall use its commercially reasonable efforts to cause its Representatives to use commercially reasonable efforts to, provide customary and reasonable cooperation to the Purchasers with respect to the Purchasers obtaining lender consent and amendments to their existing credit facilities.

8.17 Distributions

The Parties agree that the Vendor may: (a) cause the Companies to declare and pay dividends or otherwise make payments or distributions of cash in respect of its shares or in repayment of intercompany debt in accordance with past practice; (b) notwithstanding the foregoing, cause the Companies to (i) declare and pay a dividend or otherwise make a payment or distribution of cash in respect of its shares or in repayment of intercompany debt immediately prior to the Closing Time, and for the avoidance of doubt, immediately prior to any calculation of Net Working Capital Amount or any estimate thereof, in an amount equal to substantially all of the cash on hand at the time of such dividend, payment, distribution or repayment, or (ii) increase the stated capital in respect of its shares or declare and pay stock dividends, in each case subject to applicable corporate Law.

LEGAL_1:85707969

8.18 Off Balance Sheet Claims

To the extent that following the Closing Date, amounts are received by the Companies in respect of Off Balance Sheet Claims, the Purchasers shall cause the Companies to pay to the Vendor any such Off Balance Sheet Claims Amount. For certainty, such payments shall not constitute an adjustment to the Purchase Price. Further, the Parties agree: (a) the Off Balance Sheet Claims are for the benefit of the Vendor; (b) the Vendor has the right and authority in the name of the Companies to pursue and seek resolution of the Off Balance Sheet Claims; and (c) none of the Purchasers or their Affiliates shall have any obligation to pursue any of the Off Balance Sheet Claims; however, the Purchasers or their Affiliates shall make or cause to be made claims, to the extent commercially reasonable, to recover under insurance policies or indemnity, contribution or other similar agreements of the Companies any amounts claimed by any third party in relation to a project to which an Off Balance Sheet Claims Amount arises, including, where reasonably available, owner, subcontractor, sub-subcontractor and joint venture or other partner Claims, as well as the cost and all expenses of defending and resolving any such Claims.

ARTICLE 9 INDEMNIFICATION

9.1 Survival

Except as required for any Party to enforce their indemnity rights pursuant to Article 9, none of the representations and warranties of the Parties in this Agreement shall survive the Closing (it being understood that nothing in this Section 9.1 is intended to affect or limit the ability of the Purchasers to recover under the R&W Insurance Policy for any matters covered thereunder or to enforce its right to indemnification pursuant to Article 9); provided, however, that this Section 9.1 shall not limit any covenant or agreement of the Parties or the termination of this Agreement pursuant to Article 7. Notwithstanding anything to the contrary in this Agreement or in any deliverable contemplated by this Agreement, except in the case of fraud and the covenants and agreements set out in this Agreement or in any deliverable contemplated by this Agreement and except as required for the Purchasers to enforce their indemnity obligations pursuant to Article 9, for certainty, the Purchasers’ sole and exclusive remedy in respect of any breach of a representation or warranty of the Vendor contained in this Agreement shall be to the R&W Insurance Policy, and the Purchasers shall have no recourse or remedy against the Vendor or any of its Affiliates following the Closing for any breach of or inaccuracy in any representation or warranty contained in this Agreement.

9.2 Indemnification by the Vendor

Subject to the limits set forth in this Article 9, the Vendor shall indemnify and save harmless the Purchasers and each of their directors, officers, employees and shareholders (collectively referred to as the “ Purchaser Indemnified Parties ”) from and against all Losses, whether or not arising due to third party Claims, that any Purchaser Indemnified Party may suffer or incur, directly or indirectly, as a result of or in connection with or arising from:

(a) the Claims listed in Schedule 17 of the Disclosure Letter, but only to the extent in excess of amounts recorded in respect thereof as current liabilities in the Closing Date Financial Statements;

LEGAL_1:85707969

(b) any liability to pay 50% of the Retention pursuant to Section 8.7(i); and
(c) any Claims regarding or associated with or in response to the Off Balance Sheet Claims, including amounts paid or due by the Companies or any of their Subsidiaries in respect of or relating to Off Balance Sheet Claims;
(d) any non-fulfilment or breach of any covenant or agreement on the part of the Vendor contained in or made pursuant to this Agreement;
(e) any liability for Taxes in respect of any taxation year or other period ending on or prior to the Closing Date, or any portion of a taxation year or other period up to and including the Closing Date, for which no adequate reserve has been provided and disclosed in the Balance Sheet or the Closing Date Financial Statement; and
(f) any warranty claims and/or deficiency claims that may be made against the Companies or any of their Subsidiaries in relation to the Legacy Projects.

9.3 Limitations on Indemnification

(a) For Losses in respect of Claims pursuant to Section 9.2(b), the Vendor’s total liability shall not exceed 50% of the Retention.
(b) For Losses in respect of Claims pursuant to Section 9.2, the Vendor’s total liability shall not exceed 100% of the Purchase Price, except in the case of intentional misrepresentation or fraud by the Vendor, in which case the Vendor’s total liability shall not be subject to any limit.
(c) The Purchasers shall use commercially reasonable efforts to recover from the R&W Insurer under the R&W Insurance Policy for the matters underlying any Claim pursuant to Section 9.2, to the extent available. Only in the event that recovery by the Purchasers under the R&W Insurance Policy is not available for the matters underlying any such Claim shall recovery from the Vendor be available for such Claim. For the avoidance of doubt, the Purchasers’ right to recover for Losses following Closing in the case of any Claims regarding a breach or inaccuracy in any representation or warranty contained in this Agreement shall be satisfied first by release of the Retention Holdback and thereafter solely and exclusively from the proceeds of the R&W Insurance Policy, except in respect of a Claim not subject to or expressly excluded from coverage under the R&W Insurance Policy. Such sole recourse shall apply, and the Vendor or any of its Affiliates shall have no additional liability for any Claims regarding a breach or inaccuracy in any representation or warranty contained in this Agreement except in respect of a Claim not subject to or expressly excluded from coverage under the R&W Insurance Policy.
(d) The obligations of the Vendor under Section 9.2(e) arising in respect of a particular period ending on or before the Closing Date shall terminate on the 90[th] day after the relevant Governmental Authorities shall no longer be entitled to assess or reassess liability for Taxes against the Companies for that particular period.

LEGAL_1:85707969

9.4 [Intentionally deleted]

9.5 Indemnification by the Purchasers

Subject to the limits set forth in this Article 9, the Purchasers shall indemnify and save harmless the Vendor and each of its directors, officers, employees, and shareholders (collectively referred to as the “ Vendor Indemnified Parties ”), from and against all Losses, whether or not arising due to third party Claims, that any Vendor Indemnified Party may suffer or incur, directly or indirectly, as a result of:

(a) any non-fulfilment or breach of any covenant or agreement on the part of the Purchasers contained in or made pursuant to this Agreement;
(b) any misrepresentation or any incorrectness in or breach of any representation or warranty of the Purchasers contained in or made pursuant to this Agreement.

9.6 Other Limitations

(a) The amount of any Losses that are subject to indemnification under this Article 9 shall be calculated net of: (i) the amount of any insurance proceeds, indemnification payments or reimbursements actually received by the Purchaser Indemnified Parties from third parties (other than the Vendor) in respect of such Losses (net of any reasonable costs or expenses incurred in obtaining such insurance, indemnification or reimbursement, including any increases in insurance premiums or retro-premium adjustments resulting from such recovery); and (ii) an amount equal to any Tax benefit realized or reasonably expected to be realized as a result of such Loss by the Purchaser Indemnified Party or Vendor Indemnified Party, as applicable.
(b) For the avoidance of doubt, any indemnifiable Losses under this Agreement shall be determined without duplication of recovery due to the facts giving rise to such Losses constituting a breach of more than one representation, warranty, covenant or agreement.
(c) Each of the Purchasers and the Vendor acknowledge and agree that all Purchaser Indemnified Parties and Vendor Indemnified Parties shall take, and cause their respective Affiliates to take, all reasonable steps to mitigate any Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including, in the case of the Purchasers, making or causing to be made claims, to the extent commercially reasonable, to recover under insurance policies or indemnity, contribution or other similar agreements of the Companies for any Losses before seeking indemnification under this Agreement.
(d) Subject to Section 7.3, each of the Purchasers and the Vendor acknowledge and agree that, other than with respect to any Related Documents (which shall be subject to the terms and conditions thereof), their sole and exclusive remedy with respect to any and all Claims for any breach of any representation, warranty, covenant, agreement or obligation set forth in this Agreement or otherwise resulting from or arising out of this Agreement from and after Closing will be pursuant to

LEGAL_1:85707969

the indemnification provisions set forth in this Article 9; provided, that the foregoing clause of this sentence shall not be deemed a waiver by any party of any right to specific performance or injunctive relief or any right or remedy with respect to fraud.

9.7 Indemnification Procedures for Third Party Claims

(a) In the case of Claims made by a third party with respect to which indemnification is sought, the Indemnified Party seeking indemnification shall give prompt notice, and in any event within 10 Business Days, to the other Party (the “ Indemnifying Party ”) of any such Claims made upon it including (i) a description of such third party Claim in reasonable detail including the sections of this Agreement which form the basis for such Claim, (ii) the actual or estimated amount of the damages that have been or will be sustained by an Indemnified Party, (iii) copies of any documentation submitted by the third party making such third party Claim (except that the Indemnified Party, as applicable, may withhold from the Indemnifying Party such communications with its legal counsel to the extent that legal counsel to the Indemnified Party advises that providing such communication could result in the loss of any solicitor-client privilege of the Indemnified Party in respect of such claim), and (iv) reasonable supporting documentation. If the Indemnified Party fails to give such notice, such failure shall not preclude the Indemnified Party from obtaining such indemnification but its right to indemnification may be reduced to the extent that such delay materially prejudiced the defence of the Claim or increased the amount of liability or cost of defense.
(b) The Indemnifying Party shall have the right, by notice to the Indemnified Party given not later than 10 Business Days after receipt of the notice described in Section 9.7(a), to assume the control of the defence, compromise or settlement of the Claim, provided that such assumption shall, by its terms, be without cost to the Indemnified Party and provided the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Section in respect of that Claim.
(c) Upon the assumption of control of any Claim by the Indemnifying Party as set out in Section 9.7(b), the Indemnifying Party shall diligently proceed with the defence, compromise or settlement of the Claim at its sole expense, including if necessary, employment of counsel and experts reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate fully with such defence, but at the expense of the Indemnifying Party with respect to any out-of-pocket expenses incurred, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control and take such other steps as in the opinion of counsel for the Indemnifying Party are reasonably necessary to enable the Indemnifying Party to conduct such defence. The Indemnified Party shall also have the right to participate in the negotiation, settlement or defence of any Claim at its own expense. The Indemnifying Party shall not settle any Claim without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed.

LEGAL_1:85707969

(d) The final determination of any Claim pursuant to this Section 9.7, including all related costs and expenses, shall be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Claim against the Indemnifying Party.
(e) If the Indemnifying Party does not assume control of a Claim as permitted in Section 9.7(b), the Indemnified Party shall be entitled to make such settlement of the Claim as in its sole discretion may appear advisable, and such settlement or any other final determination of the Claim shall be binding upon the Indemnifying Party.
(f) If any Claim made by a third party is of a nature that the Indemnified Party is required by applicable Law to incur losses or make a payment to any third party with respect to the Claim before completion of settlement negotiations or related legal proceedings, the Indemnified Party may incur such losses or make such payment and the Indemnifying Party shall, forthwith after demand by the Indemnified Party, reimburse the Indemnified Party for such Losses on payment. If the amount of any liability of the Indemnified Party under such third party Claim, as finally determined, is less than the amount that was paid by the Indemnifying Party to the Indemnified Party, the Indemnified Party shall, forthwith after the receipt of the difference from the third party, pay to the Indemnifying Party the amount of such difference, together with any interest on it paid by the third party to the Indemnified Party. In addition, the Indemnifying Party shall post all security required by any court, regulatory body or other authority having jurisdiction, including for purposes of enabling the Indemnifying Party to contest any Claim made by a third party.
(g) The Indemnified Party and the Indemnifying Party shall co-operate fully with each other and shall keep each other fully advised with respect to Claims made by third parties (including supplying copies of all relevant documentation promptly as it becomes available).

9.8 Direct Claims

In the case of a claim directly by the Indemnified Party against the Indemnifying Party (each, a “ Direct Claim ”), the Indemnifying Party shall have 60 days from receipt of notice of such Claim within which to make such investigation as the Indemnifying Party considers necessary or desirable. For the purpose of such investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied upon by the Indemnified Party to substantiate its right to be indemnified under this Article 9, together with all such other information as the Indemnifying Party may reasonably request. If the Parties fail to agree in writing as to the Losses payable, if any, in respect of such Direct Claim at or before the expiration of such 60 day period (or any mutually agreed upon extension thereof), such Direct Claim shall be submitted for resolution in accordance with Section 11.4. Losses (or such portion thereof) arising from Direct Claims shall be paid in immediately available funds by the Indemnifying Party within 20 Business Days following the earliest of (i) the date on which the Indemnifying Party provides to the Indemnified Party an express written acknowledgement of its responsibility to indemnify the Indemnified Party under Article 9 for such Losses (or such portion thereof), (ii) the date on which the Indemnifying Party and Indemnified Party agree in writing as to the Indemnifying Party’s responsibility to indemnify

LEGAL_1:85707969

the Indemnified Party under this Article 9 for such Losses (or such portion thereof), and (iii) the date on which such Losses (or such portion thereof) are finally determined in accordance with Section 11.4 to be the responsibility of the Indemnifying Party under this Article 9.

9.9 Tax Status and Purpose of Indemnification Payments

(a) Any payment made by the Vendor pursuant to this Article 9 shall constitute a reduction of the Purchase Price and any payment made by the Purchasers pursuant to this Article 9 shall constitute an increase in the Purchase Price. In either case, each of the Vendor and the Purchasers shall, within a reasonable time of payment and receipt of such payment, as applicable, and in any event within two months of such payment, request all amendments to its current or past Tax Returns as may be necessary to reflect such reduction or increase.
(b) The Parties agree and acknowledge that the indemnity rights and obligations in this Agreement are an integral part thereof and are intended to ensure that the Purchase Price takes into account liabilities of the Companies immediately prior to the Closing.

9.10 Trustee and Agent

Each Party acknowledges that the other Party is acting as trustee and agent for the other Purchaser Indemnified Parties or Vendor Indemnified Parties, as the case may be, on whose behalf and for whose benefit the indemnity in Section 9.1 or Section 9.5, as the case may be, is provided and that such other Indemnified Parties shall have the full right and entitlement to take the benefit of and enforce such indemnity notwithstanding that they may not individually be parties to this Agreement. Each Party agrees that the other Party may enforce the indemnity for and on behalf of such other Indemnified Parties and, in such event, the Party from whom indemnification is sought will not in any proceeding to enforce the indemnity by or on behalf of such other Indemnified Parties assert any defence based on the absence of authority or consideration or privity of contract and irrevocably waives the benefit of any such defence.

9.11 Limitation Periods

Notwithstanding the provisions of the Limitation Act (British Columbia) or any other statute, the period within which an Indemnified Party may commence a proceeding or arbitration in respect of a Claim for indemnification pursuant to Section 9.2 or Section 9.5 will be two years from and after the last date upon which notice of such Claim for indemnification is permitted to be delivered by such Indemnified Party in accordance with Article 9; provided, that the Indemnifying Party received such notice prior to the end of the applicable time period specified in this Article 9. Any applicable limitation period is extended or varied to the full extent permitted by Law to give effect to this Section 9.11.

ARTICLE 10 INTERPRETATION

10.1 Certain Rules of Interpretation

In this Agreement:

LEGAL_1:85707969

(a) Consent – Whenever a provision of this Agreement requires an approval or consent and such approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.
(b) Currency – Unless otherwise specified, all references to money amounts are to lawful currency of Canada.
(c) Definitions – Capitalized words and terms used in this Agreement have the meanings attributed to them in Section 1.1.
(d) Governing Law – This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in the Province of British Columbia.
(e) Headings – Headings of Articles and Sections are inserted for convenience of reference only and do not affect the construction or interpretation of this Agreement.
(f) Including – Where the word “including” or “includes” is used in this Agreement, it means “including (or includes) without limitation”.
(g) Interest - In calculating interest payable under this Agreement for any period of time, the first day of the period is included and the last day is excluded.
(h) No Strict Construction – The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
(i) Number and Gender – Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.
(j) Severability – If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of such restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement and without affecting the validity or enforceability of such provision in any other jurisdiction or without affecting its application to other Parties or circumstances.
(k) Statutory references – A reference to a statute includes all regulations and rules made pursuant to such statute and, unless otherwise specified, the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute, regulation or rule. Notwithstanding the foregoing, any representation or warranty made with respect to compliance with a statute shall mean such statute as in effect as of the date such representation or warranty is made.

LEGAL_1:85707969

(l) Time – Time is of the essence in the performance of the Parties’ respective obligations.
(m) Time Periods – Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

10.2 Knowledge

Any reference to the knowledge of any Party means the knowledge of such Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant directors, officers and employees of such Party who would reasonably be expected to have knowledge of the matters in question, which, in the case of the knowledge of the Vendor, includes the relevant senior managers of the Companies and each of their Subsidiaries.

10.3 Entire Agreement

This Agreement and the agreements and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise, including the letter of intent dated April 4, 2024 between Bird and the Vendor. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement.

10.4 Schedules

The schedules to this Agreement, listed below, are an integral part of this Agreement:

A – Representations and Warranties of the Vendor B – Representations and Warranties of the Purchasers
2.9 – Purchase Price Allocation

ARTICLE 11 GENERAL

11.1 Guarantee of Performance by Vendor Guarantors

Each Vendor Guarantor shall cause the Vendor to duly and punctually perform in full all of its obligations and liabilities under this Agreement and any deliverable contemplated by this Agreement to which it is a party in accordance with the terms hereof, and each Vendor Guarantor hereby absolutely, unconditionally and irrevocably guarantees, as principal and not as surety, the

LEGAL_1:85707969

due and punctual performance, and, where applicable, payment, by the Vendor of such obligations and liabilities, as the same may be amended, changed, replaced, settled, compromised or otherwise modified from time to time, and irrespective of any counterclaim, setoff, deduction or defense the Vendor (and their respective successors and permitted assigns) may have or of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Vendor (and their respective successors and permitted assigns). These obligations of each Vendor Guarantor shall be binding upon each Vendor Guarantor and his respective heirs, successors and assigns, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever, provided that, in no event may the Purchasers or Purchaser Indemnified Parties seek to have the guarantees contained in this Section 11.1 be performed in respect of the obligations of the Vendor beyond the limitations imposed on the obligations of the Vendor set forth in this Agreement.

11.2 Guarantee of Performance by Bird

Bird shall cause each other Purchaser to duly and punctually perform in full all of its obligations and liabilities under this Agreement and any deliverable contemplated by this Agreement to which it is a party in accordance with the terms hereof, and Bird hereby absolutely, unconditionally and irrevocably guarantees, as principal and not as surety, the due and punctual performance, and, where applicable, payment, by the other Purchasers of such obligations and liabilities, as the same may be amended, changed, replaced, settled, compromised or otherwise modified from time to time, and irrespective of any counterclaim, setoff, deduction or defense the Purchasers (and their respective successors and permitted assigns) may have or of any bankruptcy, insolvency, dissolution, winding-up, termination of the existence of or other matter whatsoever respecting the Purchasers (and their respective successors and permitted assigns). These obligations of Bird shall be binding upon Bird and its successors and assigns, and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstance or condition whatsoever, provided that, in no event may the Vendor or Vendor Indemnified Parties seek to have the guarantees contained in this Section 11.2 be performed in respect of the obligations of the Purchasers beyond the limitations imposed on the obligations of the Purchasers set forth in this Agreement.

11.3 Non-Waiver

No waiver of any condition or other provisions, in whole or in part, shall constitute a waiver of any other condition or provision (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

11.4 Dispute Resolution

(a) Except as expressly set forth therein, upon written notice by any Party to the others, any dispute arising out of or relating to this Agreement, including its negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any Party, shall be:
(i) first, attempted to be resolved by the Parties by negotiation, each acting reasonably and in good faith; and

LEGAL_1:85707969

(ii) in the event that, following a period of thirty days, the Parties are unable to settle a dispute by way of negotiation, such dispute shall be settled by arbitration conducted in accordance with the provisions of the Arbitration Act (British Columbia) which arbitration shall occur in Vancouver, British Columbia and shall consist of one arbitrator appointed (A) by mutual agreement of the Parties or (B) in the event the Parties fail to agree as to the identity of an arbitrator within ten Business Days following delivery by a Party of a written notice to arbitrate, in accordance with the Arbitration Act (British Columbia).
(b) Except as otherwise provided in this Agreement or otherwise decided by the arbitrator, the fees and other costs associated with the arbitrator shall be paid 50% by the Vendor and 50% by the Purchasers.
(c) Any provision of this Agreement that calls for a matter to be referred to arbitration, will not preclude a Party (i) from initiating a proceeding in a court of competent jurisdiction for the purpose of obtaining an equitable remedy to protect its rights that may be necessary in the circumstances, including obtaining temporary and preliminary injunctive relief and restraining orders, including whether before or after a matter has been referred to arbitration, or (ii) from initiating a proceeding in a court of competent jurisdiction in respect of any matter in relation to this Agreement which relates in any manner whatsoever to fraud perpetrated by any Party.

11.5 Expenses

Except as otherwise provided in this Agreement each Party shall pay all costs and expenses (including the fees and disbursements of legal counsel and other advisers) it incurs in connection with the negotiation, preparation and execution of this Agreement and the Transactions. In particular, the Vendor shall be responsible for any fees and expenses of any broker or investment advisor retained by the Vendor and the Companies and their Subsidiaries in connection with the sale of the Purchased Shares and such fees and expenses shall not constitute an obligation of the Companies, any of their Subsidiaries, or the Purchasers.

11.6 Notices

Any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section referred to as a “ Notice ”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

(a) in the case of a Notice to the Vendor or Vendor Guarantors at:

3399 189th Street Surrey, BC, V3Z 1A7

Attention: Todd Jacob; Scott Jacob E-mail: [Redacted – Personal Information]

LEGAL_1:85707969

with a copy to:

Mogan Daniels Slager LLP Suite 700 - 1155 West Pender Street Vancouver, British Columbia V6E 2P4

Attention: Ben Slager; Scott Allen E-mail: [Redacted – Personal Information]

(b)

in the case of a Notice to the Purchasers at:

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

Attention: Paul Pastirik, Senior Vice President, M&A E-mail: [Redacted – Personal Information] Attention: Vincent Doré, Senior Counsel & Corporate Secretary E-mail: [Redacted – Personal Information]

with a copy to:

Osler, Hoskin & Harcourt LLP 1 First Canadian Place, Suite 6200 Toronto, Ontario M5X 1B8

Attention: James R. Brown E-mail: [Redacted – Personal Information]

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been delivered, given and received (i) on the day it is delivered when delivered by hand, courier or express delivery service, or (ii) upon transmission if sent by electronic mail transmission (provided that no “bounceback” or similar “undeliverable” message is received by the sender thereof); provided that if a Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day, then the Notice shall be deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section.

11.7 Assignment

The Purchasers shall be entitled, upon giving notice to the Vendor at any time not less than 10 days prior to the Closing Date, to assign all of its rights and obligations under this Agreement to any Affiliate of the Purchasers. In such case, such assignee shall have and may exercise all the rights, and shall assume all of the obligations, of the Purchasers under this Agreement, except that such assignment shall not release the Purchasers from liability for its obligations under this Agreement in any respect. Except for such permitted assignment, no Party may assign this Agreement or any of the benefits, rights or obligations under this Agreement or enter into any

LEGAL_1:85707969

participation agreement with respect to the benefits under this Agreement without the prior written consent of the other Parties. The benefit of the indemnity may be assigned in whole or in part by the Purchasers to any successor or assign of the Purchasers or to a purchaser of all or substantially all of the assets of the Companies and the Vendor consents to any such assignment. In the event of any such assignment, the benefit of the indemnity may be claimed by both the assignor and the assignee and the number of such assignments shall not negate the effectiveness of this clause.

11.8 Enurement

This Agreement enures to the benefit of and is binding upon the Parties and their respective legal representatives, heirs, executors, successors (including any successor by reason of amalgamation of any Party) and permitted assigns.

11.9 Amendment

No amendment, supplement, modification or waiver or termination of this Agreement and, unless otherwise specified, no consent or approval by any Party, is binding unless executed in writing by the Party to be bound thereby.

11.10 Further Assurances

The Parties shall, with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the Transactions, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before or after the Closing.

11.11 Execution and Delivery

This Agreement may be executed and delivered by the Parties in counterparts and all such counterparts shall together constitute one and the same agreement.

[The next page is the signature page.]

LEGAL_1:85707969

The Parties have executed this Agreement as of the date first written above.

JACOB BROS. HOLDINGS LTD.

By: "Todd Jacob" Name: Todd Jacob Title: Director

"Scott Jacob"

SCOTT JACOB

"Todd Jacob" TODD JACOB

{MDS.00819458.14} LEGAL_1:85707969

BIRD CONSTRUCTION INC.

By: "Terrance L. McKibbon" Name: Terrance L. McKibbon Title: Chief Executive Officer

2615701 ALBERTA LTD.

By: "Terrance L. McKibbon" Name: Terrance L. McKibbon Title: President

1482752 B.C. LTD.

By: "Terrance L. McKibbon" Name: Terrance L. McKibbon Title: President

1482759 B.C. LTD.

By: "Terrance L. McKibbon" Name: Terrance L. McKibbon Title: President

Share Purchase Agreement

SCHEDULE A REPRESENTATIONS AND WARRANTIES OF THE VENDOR

Incorporation, Corporate Power and Registration
(a) The Companies and each of their Subsidiaries are corporations duly incorporated, validly existing and in good standing (if applicable) under the laws of their respective jurisdictions of incorporation and have all necessary corporate power, authority and capacity to own or lease their property and to carry on their business as presently conducted.
(b) Neither the nature of the Companies’ or any their Subsidiaries’ business nor the location or character of the assets owned or leased by the Companies or any of their Subsidiaries requires the Companies or such Subsidiaries, as applicable, to be registered, licensed or otherwise qualified as an extra-provincial or foreign corporation in any jurisdiction other than in jurisdictions where it is duly registered, licensed or otherwise qualified for such purpose.

2. Capitalization and Subsidiaries

(a) Schedule 2 of the Disclosure Letter sets forth the name, jurisdiction of formation or organization (as applicable) and authorized and issued share capital of the Companies and their Subsidiaries, and sets forth the name of each registered owner of equity securities of each Subsidiary and the number and class of equity securities owned by such Person. The only Subsidiaries of the Companies are the JB Horizons Limited Partnership and its general partner, JB Horizons General Partner Inc.
(b) Except as set forth on Schedule 2 of the Disclosure Letter, the Companies do not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for, at any time, any equity or similar interest in, any Person.
(c) All of the outstanding shares in the capital of the Companies and all outstanding equity securities of each Subsidiary (except to the extent such concepts are not applicable under the applicable Law of such Subsidiary’s jurisdiction of formation or other applicable Law) have been duly authorized and validly issued and are fully paid and non-assessable, are free and clear of any pre-emptive rights, restrictions on transfer or Encumbrances (other than Permitted Encumbrances).
(d) There are no outstanding or authorized (i) securities or obligations convertible into or exchangeable for, at any time, shares or other securities of the Companies or any of their Subsidiaries, (ii) options, warrants or other rights to purchase shares or other securities of the Companies or of any of their Subsidiaries, or (iii) repurchase or redemption rights in respect of the shares or other securities of the Companies or of any of their Subsidiaries.
(e) There are no voting trusts, proxies or other agreements or understandings with respect to the voting of any securities of the Companies or any of their Subsidiaries.

LEGAL_1:85707969

3. Due Authorization

The execution and delivery of this Agreement and the Related Documents and the consummation of the transactions contemplated by this Agreement and the Related Documents have been duly authorized by all necessary corporate action on the part of the Vendor.

4. Enforceability of Obligations

This Agreement constitutes, and each other agreement to be executed by the Vendor in connection with the Closing will constitute, a valid and binding obligation of the Vendor enforceable against the Vendor in accordance with its terms subject to any limitations imposed by Law.

5. Status of the Vendor and Right to Sell

(a) The Vendor is a corporation existing under the Laws of the Province of British Columbia.
(b) The Vendor is the sole registered and beneficial owner of the Purchased Shares free and clear of all Encumbrances. Other than the 1,000 Class C preferred shares of JBCI held by JBACL, the Vendor is the sole registered and beneficial owner of all outstanding shares in the capital of the Companies.
(c) The Vendor has the exclusive right to dispose of the Purchased Shares as provided in this Agreement and such disposition will not violate, contravene, breach or offend against or result in any default under any Contract, charter or by-law provision, Order, licence, permit or Law, to which the Vendor is a party or subject or by which the Vendor is bound or affected.
(d) The outstanding shares in the capital of the Companies are not subject to the terms of any shareholders agreement.

6. No Claims

There is no Claim commenced or in progress or, to the knowledge of the Vendor, pending or threatened against or relating to the Vendor, the Companies or their Subsidiaries that would impair the consummation, or the benefits to the Purchasers, of the transactions contemplated by this Agreement.

7. Absence of Conflicts

Except for the requirement to obtain the Competition Act Approval, none of the Vendor, the Companies or any of their Subsidiaries are a party to, bound or affected by or subject to any:

(a) Contract;
(b) Organizational Document; or
(c) Laws or Governmental Authorizations,

LEGAL_1:85707969

that would be violated, breached by, or under which default would occur or an Encumbrance would be created, or in respect of which the obligations of the Vendor, the Companies or any of their Subsidiaries will increase or the rights or entitlements of the Vendor, the Companies or any of their Subsidiaries will decrease or any obligation on the part of the Vendor, the Companies or any of their Subsidiaries to give notice to any Governmental Authority will arise, as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement. There has been no sale, assignment, subletting, licensing or granting of any rights in or other disposition of or in respect of any of the Companies’ or any of their Subsidiaries’ assets or any granting of any agreement or right capable of becoming an agreement or option for the purchase, assignment, subletting, licensing or granting of any rights in or other disposition of any of such assets other than pursuant to the provisions of, or as disclosed in, this Agreement or pursuant to purchase orders accepted by the Companies or any of their Subsidiaries in the Ordinary Course.

8. Securities Law Matters

The Vendor acknowledges and confirms that:

(a) the Vendor is acquiring the Consideration Shares issued to the Vendor pursuant to this Agreement as principal for its own account and not as agent for the account or benefit of any other Person;
(b) regarding the Consideration Shares issued to the Vendor pursuant to this Agreement, the Vendor confirms that it is aware that: (1) there are securities and tax Laws and implications applicable to the holding and disposition of the Consideration Shares issued to them and they have obtained advice in respect of such securities and tax Laws and implications from their own professional advisors; and (2) the Consideration Shares so issued to the Vendor are subject to resale restrictions pursuant to the Lock-Up Agreement to be executed by the Vendor;
(c) no prospectus has been filed with any securities commission or other regulatory body regarding the issuance of the Consideration Shares issued to them pursuant to this Agreement, respectively, as such issuance is exempt from the prospectus requirements of applicable securities Laws; and
(d) no Person has made to the Vendor any written or oral representation: (1) to the effect that any Person will resell or repurchase all or any of such Consideration Shares or that any Person will refund the “subscription price” of all or any of such Consideration Shares; or (2) as to the future price, value, liquidity or any other aspect or attribute of such Consideration Shares.

LEGAL_1:85707969

9. Regulatory Approvals

Except for Competition Act Approval, no approval, Order, consent of or filing with any Governmental Authority is required on the part of the Vendor, the Companies or any of their Subsidiaries, in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement or the performance of the Vendor’s obligations under this Agreement or any other documents and agreements to be delivered under this Agreement.

10. Financial Statements

The Financial Statements have been prepared in accordance with GAAP applied on a basis consistent with that of the preceding period and past practices of the Companies and present fairly, in all material respects:

(a) all of the assets, liabilities and financial position of the Companies and their Subsidiaries on a combined compiled financial information basis as at February 29, 2024 and February 28, 2023;
(b) the sales, earnings, results of operation and changes in financial position of each of JBCI and JBACL on a review basis for each of the 12 month periods ended February 29, 2024 and February 28, 2023; and
(c) the sales, earnings and results of operation of the Companies and their Subsidiaries on a combined compiled financial information basis for each of the 12 month periods ended February 29, 2024 and February 28, 2023.

11. Reserves and Accruals

The reserves and Accrued Liabilities disclosed on or reflected in the Financial Statements and the Books and Records, and to be reflected on the Closing Date Financial Statement, are recorded in amounts equal to the liabilities in respect of which they have been established.

12. Management Recommendation Letters

The Purchasers have been provided with copies of all review findings letters received by the Companies or any of their Subsidiaries or their boards of directors from the external accountant or any previous external accountant of the Companies or any of their Subsidiaries, during the last three years.

13. Bank Accounts, etc.

Schedule 13 of the Disclosure Letter sets forth a complete list of all financial institutions in which the Companies or any of their Subsidiaries maintains any depository account, trust account or safety deposit box and the names of all Persons authorized to draw on or who have access to such accounts or safety deposit boxes.

LEGAL_1:85707969

14. Absence of Contingent Liabilities

None of the Companies or any of their Subsidiaries has given or agreed to give, or is a party to or bound by, any guarantee, surety or indemnity in respect of indebtedness, or other obligations, of any other Person, or any other commitment by which the Companies or any of their Subsidiaries is, or is contingently, responsible for such indebtedness or other obligations.

15. Absence of Undisclosed Liabilities

None of the Companies or any of their Subsidiaries has incurred any liabilities or obligations to pay money (whether accrued, absolute, contingent or otherwise) which continue to be outstanding, except:

(a) as disclosed in the Financial Statements; or
(b) as disclosed on Schedule 15 of the Disclosure Letter,

other than liabilities or obligations to pay money that are: (i) of the type that would be required, individually, under GAAP to be recorded on the financial statements of the Companies, and (ii) in respect of trade or business obligations incurred after the date of the Balance Sheet in the Ordinary Course that do not exceed, $250,000 individually or $2,500,000 in the aggregate.

16. Absence of Changes and Unusual Transactions

Except as disclosed in Schedule 16 of the Disclosure Letter and as contemplated by this Agreement, since the date of the Balance Sheet:

(a) there has not been any change in the financial condition, operations or prospects of the Companies or any of their Subsidiaries other than changes in the Ordinary Course, none of which has a Material Adverse Effect;
(b) none of the Companies or any of their Subsidiaries has transferred, assigned, sold or otherwise disposed of any of the assets shown or reflected in the Balance Sheet or cancelled any debts or entitlements except, in each case, in the Ordinary Course;
(c)
the Business has been carried on in the Ordinary Course;
(d) none of the Companies or any of their Subsidiaries, except for Permitted Encumbrances, has created or permitted to exist any Encumbrance affecting any of its assets or property;
(e) other than in connection with the Pre-Signing Reorganization, none of the Companies or any of their Subsidiaries, directly or indirectly, has declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, purchased or otherwise acquired any of its shares;
(f) none of the Companies or any of their Subsidiaries has granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of its Employees, other than as provided for in the Collective Agreements,

LEGAL_1:85707969

or materially changed the terms of employment for any Employee or entered into a written contract with any Employee in the case of an Employee earning more than $100,000 per annum;

(g) none of the Companies or any of their Subsidiaries has hired or dismissed any senior employees or hired or dismissed more than 10 Employees;
(h) other than in connection with the Pre-Signing Reorganization, none of the Companies or any of their Subsidiaries has, directly or indirectly, engaged in any transaction, made any loan or entered into any arrangement with any officer, director, partner, shareholder, Employee (whether current or former or retired), consultant, independent contractor or agent of the Companies or any of their Subsidiaries;
(i) none of the Companies or any of their Subsidiaries has changed the manner of billing of, or the credit lines made available to, any of its customers; and
(j) none of the Companies or any of their Subsidiaries has authorized, agreed or otherwise become committed to do any of the foregoing.

17. Litigation

Except as disclosed in Schedule 17 of the Disclosure Letter, (a) there are no Claims, investigations or other proceedings, including appeals and applications for review, in progress, or pending or threatened in writing (or to the knowledge of the Vendor, other than in writing) against or relating to the Companies or any of their Subsidiaries before any Governmental Authority, and (b) the Vendor has no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success which, if determined adversely to the Companies or any of their Subsidiaries, would, have a Material Adverse Effect.

18. Sufficiency of Assets

(a) The Real Property, Real Property Leases, Tangible Personal Property, Equipment Contracts, Appurtenances, Accounts Receivable, Technology, Governmental Authorizations and Improvements of the Companies and their Subsidiaries are sufficient for the conduct of the Companies’ and their Subsidiaries’ businesses as of the Closing Date in substantially the same manner as conducted prior to the Closing.
(b) The Tangible Personal Property is in good condition, repair and (where applicable) proper working order, having regard to its use and age (taking into account ordinary wear and tear) and such assets have been properly and regularly maintained.

19. Title to Certain Assets

Except with respect to Technology and Real Property, each of the Companies and their Subsidiaries is the sole legal and beneficial and (where its interests are registrable) the sole registered owner of all of its assets and interests in its assets, with good and valid title, free and clear of all Encumbrances other than Permitted Encumbrances.

LEGAL_1:85707969

20. Collectability of Accounts Receivable

The Accounts Receivable are good at the aggregate recorded amounts, except to the extent of any reserves and allowances for doubtful accounts provided for such Accounts Receivable in the Books and Records and to be provided for in the Closing Date Financial Statement, and are not subject to any defence, counterclaim or set off (provided that the foregoing will not be construed as a representation or warranty that any such Accounts Receivable will actually be collected).

21. Business in Compliance with Law

The Companies are, and have at all times been, in compliance in all material respects with all Laws applicable to the Business or the Companies. No event has occurred and no circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation or a failure to comply in any material respect with any Laws applicable to the Business or the Companies, and neither the Vendor nor the Companies have received any written (or to the knowledge of the Vendor, oral) notice or other communication from any Governmental Authority regarding any actual, alleged, possible or potential violation of, or failure to comply with, any such Laws.

22. Government Authorizations

Schedule 22 of the Disclosure Letter sets out a complete and accurate list of all Governmental Authorizations, true and complete copies of which have been delivered or made available to the Purchasers, and there are no other Governmental Authorizations necessary to carry on the Business as currently conducted or to own or lease any of the property or assets owned or used by the Companies as such property or assets are currently owned, leased or used. Each Governmental Authorization is valid, subsisting, in good standing and in full force and effect, and no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a material violation of such Governmental Authorization or give rise to a material obligation on the part of the Companies to undertake or bear any material cost. No proceedings are pending or, to the knowledge of the Vendor, 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.

23. Personal Information

Except as disclosed in Schedule 23 of the Disclosure Letter, the Companies and each of their Subsidiaries, to the extent required by Law, have a written privacy policy which governs their collection, use and disclosure of Personal Information and the Companies and each of their Subsidiaries are in compliance in all material respects with their respective privacy policy.

24. Third Party Consents

Schedule 24 of the Disclosure Letter sets out a complete and accurate list of all notifications required to be given and waivers, approvals and consents required to be obtained by the Companies in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.

LEGAL_1:85707969

25. Material Contracts

(a) Schedule 25 of the Disclosure Letter sets out a complete list of all Material Contracts in effect on the date of this Agreement.
(b) Except as set out on Schedule 25 of the Disclosure Letter, in respect of all Legacy Projects completed in the last five years and all projects currently being completed, no Claims for warranty or indemnification by customers under a Contract have been made or are pending that remain outstanding or unresolved and, to the knowledge of the Vendor, no such Claims have been threatened.
(c) All Legacy Projects have been, and all projects currently being performed are being, completed in a good and workmanlike manner, consistent with industry standards and the requirements for the projects under the applicable Contracts, and in compliance in all material respects with all applicable Laws.
(d) Except as set out on Schedule 25 of the Disclosure Letter:
(i) each Material Contract is in full force and effect, unamended;
(ii) each Material Contract is a legal, valid and binding obligation of the Companies, as the case may be, and to the knowledge of the Vendor, each other party to such Material Contract;
(iii) each Material Contract is enforceable against the Companies, as the case may be, and, to the knowledge of the Vendor, each other party to such Material Contract in accordance with its terms, subject, in each case, to bankruptcy, insolvency, reorganization or other Laws affecting the enforcement of the rights of creditors;
(iv) the Companies have performed, in all material respects, all obligations required to be performed by them and are not, and to the knowledge of the Vendor no other Person is, in default under or in breach of any Material Contract; and
(v) no event has occurred which is, or with the passage of time or the giving of notice or both would result in, a default, breach or event of non-compliance under any Material Contract by the Companies or, to the knowledge of the Vendor, any other party to such Material Contract.

26. Copies of Contracts

True and complete copies of the Material Contracts have been delivered or made available to the Purchasers, and there are no current or pending negotiations with respect to the renewal, repudiation or amendment of any such Material Contracts. Notwithstanding the foregoing, certain amendments, subcontracts, change orders, and subcontract revisions (collectively, “ Material Contract Amendments ”) to the Material Contracts have not been delivered or made available to the Purchasers due to the Vendor’s inability to track and process the same but will be made available to the Purchasers after Closing, and such Material Contract Amendments, individually

LEGAL_1:85707969

or in the aggregate, have been entered into in the Ordinary Course, are of net benefit to the Companies party thereto in the context to which they related and none of which is materially adverse to the Companies .

27. Non-Arm’s Length Transactions

Other than as disclosed in Schedule 27 of the Disclosure Letter, no director or officer, former director or officer, shareholder or Employee of, or any other Person not dealing at arm’s length with the Companies or any of their Subsidiaries or the Vendor is engaged in any transaction or arrangement with or is a party to a Contract with, or has any indebtedness, liability or obligation to, the Companies or any of their Subsidiaries except for employment arrangements with Employees, the terms of which are disclosed in Schedule 27 of the Disclosure Letter.

28. Joint Venture Interests or Strategic Alliances

Other than as disclosed in Schedule 28 of the Disclosure Letter, none of the Companies or any of their Subsidiaries is a party to a strategic alliance or co-operative agreement or is a partner, beneficiary, trustee, co-tenant, joint-venturer or otherwise a participant in any partnership, trust, joint venture, co-tenancy or similar jointly owned business undertaking and none of the Companies or any of their Subsidiaries has significant investment interests in any business owned or controlled by any third party.

29. Major Suppliers and Customers

The Purchasers have been provided with a comprehensive listing of each supplier of goods and services to, and each customer of, the Companies and their Subsidiaries to whom the Companies and their Subsidiaries paid or billed in excess of $250,000 in the aggregate during the 12 month period ending April 30, 2024, together with, in each case, the amount so billed or paid. Since March 1, 2023, there has been no termination or modification or refusal to renew or change in the business relationship with any such supplier or customer. Other than as disclosed in Schedule 29 of the Disclosure Letter, to the knowledge of the Vendor, no such supplier or customer has any intention to change, terminate or refuse to renew its relationship or the terms upon which it conducts business with the Companies or any of their Subsidiaries as a result of the transfer of the Purchased Shares as contemplated in this Agreement.

30. Restrictive Covenants

None of the Companies or any of their Subsidiaries is a party to or bound or affected by any Contract:

(a) limiting the freedom of the Companies or any of their Subsidiaries to compete in any line of business or any geographic area, acquire goods or services from any supplier, establish the prices at which it may sell any goods or services, sell goods or services to any customer or potential customer, or transfer or move any of its assets or operations; or
(b) which has a Material Adverse Effect.

31. Equipment Contracts

LEGAL_1:85707969

10 -

Schedule 31 of the Disclosure Letter sets forth a complete list of all Equipment Contracts together with a description of the Tangible Personal Property to which the Equipment Contracts relate. The Equipment Contracts listed in Schedule 31 of the Disclosure Letter are all those used to earn the revenue shown on the Financial Statements. All of the Equipment Contracts are in full force and effect unamended and there are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Equipment Contracts on the part of the Companies, or on the part of any of the other parties to the Equipment Contracts. The interest of the Companies or any of their Subsidiaries under each of the Equipment Contracts is held free and clear of any Encumbrance, other than Permitted Encumbrances, and all payments due under the Equipment Contracts have been duly and punctually paid. None of the Companies or any of their Subsidiaries is a party to a Contract relating to leases of Tangible Personal Property that is not Equipment Contracts, including computer hardware and computer systems, conditional sales contracts, or title retention agreements.

32. Insurance

(a) All policies of insurance maintained by the Companies and the Subsidiaries are in full force and effect and none of the Companies or any of their Subsidiaries is in default, as to the payment of premiums or otherwise, under the terms of any such policy.
(b) Schedule 32 of the Disclosure Letter sets forth:
(i) a complete list of all policies of insurance which the Companies or any of their Subsidiaries maintain and the particulars of such policies, including the name of the insurer, the risk insured against, the amount of coverage and the amount of any deductible and a summary of all claims under each such policy for the past five years;
(ii) details of any self-insurance arrangements by or affecting the Companies and their Subsidiaries, including any reserves established thereunder; and
(iii) details of any insurance coverage provided to third parties and details of the policies under which such coverage is provided.

33. Trade Allowances

No customers of the Companies or any of their Subsidiaries are entitled to or customarily receive discounts, allowances, rebates, credits, preferential terms, or similar reductions in price or other trade terms arising from any agreements or understandings (whether written or oral) with or concessions granted to any customer.

34. Powers of Attorney

No power of attorney has been granted by the Companies or any of their Subsidiaries.

35. Books and Records

All Books and Records have been delivered or made available to the Purchasers. Such Books and Records fairly and correctly set out and disclose in all material respects the financial position of

LEGAL_1:85707969

11 -

the Companies and their Subsidiaries and all material financial transactions relating to each of their businesses has been recorded in such Books and Records. Books and Records stored on computerrelated or other electronic media are appropriately organized and indexed and no data conversions, translations or technology upgrades are required before such data can be accessed, read, searched and used by the Companies’ and their Subsidiaries’ current Information Technology.

36. Corporate Records

(a) The Organizational Documents for the Companies and each of their Subsidiaries, including any and all amendments, have been made available to the Purchasers and such Organizational Documents as so amended are in full force and effect and no amendments are currently being made to them.
(b) The corporate records and minute books for the Companies and each of their Subsidiaries have been delivered or made available to the Purchasers. The minute books include complete and accurate minutes of all meetings of the directors or shareholders for the Companies and each of their Subsidiaries, as applicable, held to date or resolutions passed by the directors or shareholders on consent, since the date of its incorporation. The register of shareholders, register of transfers and register of directors for the Companies and each of their Subsidiaries, are complete and accurate.
Technology
(a) Schedule 37 of the Disclosure Letter sets forth a complete list and a brief description of (i) all Intellectual Property owned by the Company which has been registered, or for which applications for registration have been filed, by or on behalf of the Companies in any jurisdiction, and (ii) all Intellectual Property licensed by the Company (other than commercially-available shrink-wrapped software).
(b) Except as disclosed in Schedule 37 of the Disclosure Letter:
- (i) there are no Claims by the Companies or any of their Subsidiaries relating to breaches, violations, infringements or interferences with any of the Technology owned by the Companies by any other Person and none of the Companies or any of their Subsidiaries has any knowledge of any facts upon which such a Claim could be based; and
- (ii) no other Person is using any of the Technology owned by the Companies so as to breach, violate, infringe or interfere with the rights of the Companies or any of their Subsidiaries.
(c) Except as disclosed in Schedule 37 of the Disclosure Letter:
- (i) there are no Claims in progress or pending or threatened in writing (or to the knowledge of the Vendor, other than in writing) against the Companies or any of their Subsidiaries relating to the Technology and there is no valid basis for any such Claim; and

LEGAL_1:85707969

12 -
(ii) the carrying on of the Companies’ business and the carrying on of each Subsidiary’s business and the use, possession, reproduction, distribution, sale, licensing, sublicensing or other dealings involving any of the Technology does not breach, violate, infringe or interfere with any rights of any other Person.

38. Owned Real Property

Neither the Companies nor any of their Subsidiaries owns any Owned Real Property.

Leased Real Property
(a) Schedule 39 of the Disclosure Letter sets forth a complete list of the Leased Real Property.
(b) Except as disclosed in Schedule 39 of the Disclosure Letter, the Real Property Leases have not been altered or amended, are in full force and effect and in good standing. There are no Contracts between the landlord and tenant, or sublandlord and subtenant, or other relevant parties relating to the use and occupation of the Leased Real Property, other than as contained in the Real Property Leases.
(c) There are no outstanding material defaults (or events which would constitute a material default with the passage of time or giving of notice or both) under the Real Property Leases on the part of the Companies or any of their Subsidiaries or on the part of any other party to such Real Property Leases.
(d) All interests held by the Companies or any of their Subsidiaries as lessee or occupant under the Real Property Leases are free and clear of all Encumbrances other than Permitted Encumbrances.
(e) The Improvements are in good condition, repair and proper working order, having regard to their use and age (taking into account ordinary wear and tear) and such assets have been properly and regularly maintained.
(f) Except as disclosed in Schedule 39 of the Disclosure Letter, no Person has any right to lease, sublease, right of first refusal to lease or other rights with respect to any of the Real Property other than the Purchasers pursuant to this Agreement, and no Person other than the Companies or a Subsidiary is using or has any right to use, or is in possession or occupancy of, any part of such Real Property.
(g) None of the Companies or any of their Subsidiaries has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies or any of their Subsidiaries in and to the Real Property.
(h) Except as disclosed in Schedule 39 of the Disclosure Letter, no part of the Real Property is subject to any building or use restriction that restricts or would restrict or prevent the use and operation of the Real Property as it has been used or operated in the Ordinary Course in the past by the Companies and their Subsidiaries.

LEGAL_1:85707969

13 -
(i) All payments required to be made by the Companies or any of their Subsidiaries pursuant to the Real Property Leases have been paid and neither the Companies nor any of their Subsidiaries is in default in meeting any of its material obligations under any of the Real Property Leases. There are no agreements (whether verbal or in writing) between the Companies or the Vendor and the landlord under any Real Property Leases in respect of any rent deferrals, rent abatements or other rental amounts. Other than future rent payable under the Real Property Leases, neither the Companies nor the Vendor owe any amounts to any landlords under any Real Property Leases.

40. Environmental Matters

Except as disclosed in Schedule 40 of the Disclosure Letter:

(a) All operations of the Companies and their Subsidiaries have been and are in compliance in all material respects with all Environmental Laws.
(b) All material Governmental Authorizations required under Environmental Laws have been obtained, are valid and in full force and effect, have been and are being complied with, and there have been and are no applications made or proceedings commenced or threatened to revoke, suspend, amend or alter any such Governmental Authorizations. Schedule 40 of the Disclosure Letter sets forth a complete list of such Governmental Authorizations and true and complete copies of all such Governmental Authorizations have been delivered or made available to the Purchasers.
(c) There are no Hazardous Substances present in, on, at, or under any of the Real Property of the Companies or any of their Subsidiaries or, to the knowledge of the Vendor, any commercial sites at which the Companies have carried on business resulting from or relating to the conduct of the Companies (including underlying soils and substrata, vegetation, surface water and groundwater) except in compliance with Environmental Laws.
(d) True and complete copies of all material environmental data and studies completed in the five years prior to the Closing Date (including the results of any environmental site assessment, environmental audit assessment or environmental management system) relating to the Companies and their Subsidiaries have been delivered or made available to the Purchasers.
(e) None of the Companies, their Subsidiaries or any of their respective operations or any Real Property has been or is now the subject of any Environmental Order, nor does the Vendor have any knowledge of any investigation or evaluation commenced or threatened in writing (or to the knowledge of the Vendor, other than in writing) as to whether any such Environmental Order is necessary nor has any threat in writing (or to the knowledge of the Vendor, other than in writing) of any such Environmental Order been made. None of the Companies or any of their Subsidiaries has received any notice of any order or other Claim or any notice of intention to issue an order or other Claim nor are there any circumstances which could reasonably be expected to result in the issuance of any such Claim.

LEGAL_1:85707969

14 -
(f) The Vendor has no knowledge of any Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, into or under or is migrating towards any of the Real Property of the Companies or, to the knowledge of the Vendor, any of their Subsidiaries or any commercial sites at which the Companies have carried on business resulting from or relating to the conduct of the Companies.
(g) The Vendor has no knowledge of any Hazardous Substance originating from any of the Real Property of the Companies or any of their Subsidiaries or, to the knowledge of the Vendor, any commercial sites at which the Companies have carried on business resulting from or relating to the conduct of the Companies which has migrated onto, or is migrating towards any other property.

41. Employment Matters

(a) Schedule 41 of the Disclosure Letter sets forth a complete and accurate list of the Employees, together with their:
(i) titles, service dates (including service with any predecessor) and age;
(ii) salaries or hourly rate of pay;
(iii) benefits; and
(iv) vacation entitlement and total accrual, commissions and bonus entitlement (whether monetary or otherwise).
(b) There are no Employment Contracts which are not terminable on the giving of reasonable notice in accordance with applicable Law, nor are there any Employment Contracts or Benefit Plans providing for cash, other compensation, benefits or contingent rights on Closing.
(c) The operations of the Companies and their Subsidiaries have been and are being operated in compliance in all material respects with all Laws relating to employees, including employment standards, occupational health and safety, workers’ compensation, human rights, labour relations, accessibility, privacy, and pay equity.
(d) All Employees are legally eligible to work in the jurisdiction in which they work or are employed or retained.
(e) Schedule 41 of the Disclosure Letter lists each independent contractor that the Companies and their Subsidiaries have contracted with in connection with the Business, along with their fees, term, and other material terms. Each independent contractor is a bona fide independent contractor for all purposes of applicable Law and all personnel involved in the Business have been properly classified and treated for purposes of applicable Law. There is no current or pending investigation involving any Governmental Authority relating to the improper classification of individuals as independent contractors or any related matter and all classifications

LEGAL_1:85707969

15 -

of individuals employed or retained by the Companies and their Subsidiaries, whether as Employees or independent contractors, are valid and there are no facts that would give rise to a Claim against the Companies or any of their Subsidiaries in connection with such classification of Employees or independent contractors.

(f) Except as disclosed in Schedule 41 of the Disclosure Letter, current and complete copies of all Employment Contracts have been delivered or made available to the Purchasers.
(g) All current assessments under workers’ compensation legislation in relation to the Companies or any of their Subsidiaries and all of their respective contractors and subcontractors have been paid or accrued.
(h) None of the Companies or any of their Subsidiaries has been or is subject to any additional or penalty assessment under workers’ compensation legislation which has not been paid or has been given notice of any audit and, to the Vendor’s knowledge, nothing has occurred which might lead to such an additional or penalty assessment, an experience rating charge, or an increase in the Vendor’s accident cost experience rating.
(i) Except as disclosed in Schedule 41 of the Disclosure Letter, there are no outstanding inspection Orders or written equivalent made under any occupational health and safety legislation which relate to the Companies or any of their Subsidiaries. There have been no fatal or critical accidents in the last three years involving Employees or any of the locations or sites operated by the Companies or any of their Subsidiaries.
(j) Except as disclosed in Schedule 41 of the Disclosure Letter, there are no Claims pending Claims nor, to the knowledge of the Vendor, threatened Claims pursuant to any Laws relating to the Employees or former employees, including pursuant to Laws regarding employment standards, human rights, labour relations, occupational health and safety, workers’ compensation, accessibility, privacy, or pay equity.

42. Collective Agreements

(a) Schedule 42 of the Disclosure Letter sets forth a complete list of the Collective Agreements and their expiry dates. Current and complete copies of all Collective Agreements have been provided to the Purchasers.
(b) None of the Companies or any of their Subsidiaries is in violation in any material respect of any provision under any Collective Agreement and, except as set forth on Schedule 42 of the Disclosure Letter, there are no allegations of violations in any material respect of any provision under any Collective Agreement.
(c) In the last five years there has been no unfair labour practice, strike, work stoppage, slow-down, or lock out or other labour dispute occurring or, to the knowledge of the Vendor, threatened affecting the Companies or any of their Subsidiaries. To the knowledge of the Vendor, there are no events or circumstances that could

LEGAL_1:85707969

16 -

reasonably be expected to result in an unfair labour practice, strike, work stoppage, slow-down, lock out or other labour dispute affecting at the Companies or any of their Subsidiaries.

(d) No Collective Agreement is currently being negotiated or is currently subject to negotiation or renegotiation by the Vendor with respect to the Employees.
(e) There are no outstanding or, to the knowledge of the Vendor, threatened unfair labour practices or complaints or applications relating to any Union, including any proceedings which could result in certification of a Union as bargaining agent for any Employees and there have not been any such proceedings within the last five years.

43. Pension and Other Benefit Plans

(a) Schedule 43 of the Disclosure Letter sets forth a complete list of the Benefit Plans. None of the Benefit Plans is a Multi-Employer Plan or a Defined Benefit Plan.
(b) Current and complete copies of all Benefit Plans as amended to date or, where oral, written summaries of the terms thereof, and all booklets and communications concerning the Benefit Plans which have been provided to persons entitled to benefits under the Benefit Plans have been delivered or made available to the Purchasers.
(c) The Companies and their Subsidiaries have no formal plan and have made no promise or commitment to create any additional Benefit Plan or to improve or change the benefits provided under any Benefit Plan.
(d) All Benefit plans have been administered in material compliance with their terms and applicable Laws.

44. Tax Matters

Except as specifically disclosed in Schedule 44 of the Disclosure Letter:

(a) Each of the Companies and their Subsidiaries has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Authority and has duly, completely and correctly reported all income and all other amounts and information required to be reported thereon.
(b) The Vendor has provided the Purchasers with copies of all Tax Returns and all communications to or from any Governmental Authority relating to the Taxes of any of the Companies and their Subsidiaries prior to the Closing Date, to the extent relating to periods or events in respect of which any Governmental Authority may by Law assess or otherwise impose any such Tax on any Company or any of their Subsidiaries.
(c) Each of the Companies and their Subsidiaries has duly and timely paid all Taxes, including all instalments on account of Taxes for the current year, that are due and

LEGAL_1:85707969

17 -

payable by it, and provision will be made on the Closing Date Financial Statement for amounts at least equal to the amount of all Taxes owing by any one of them that will not be due and payable by the Closing Date and that relate to periods ending on or prior to the Closing Date.

(d) None of the Companies or any of their Subsidiaries has requested, offered to enter into or entered into any agreement or other arrangement, or executed any waiver, providing for any extension of time within which (i) to file any Tax Return covering any Taxes for which the Companies or any of their Subsidiaries is or may be liable; (ii) to file any elections, designations or similar filings relating to Taxes for which the Companies or any of their Subsidiaries is or may be liable; (iii) the Companies or any of their Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes; or (iv) any Governmental Authority may assess or collect Taxes for which the Companies or any of their Subsidiaries is or may be liable.
(e) In the past seven years, and other than those agreements and arrangements described in Section 44(d), none of the Companies or any of their Subsidiaries has made, prepared and/or filed any elections, deferrals, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Closing Date or in respect of which Taxes will become payable as a result of the completion of the Transaction.
(f) There are no proceedings, investigations, audits or Claims now pending or threatened against the Companies or any of their Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes.
(g) Each of the Companies and their Subsidiaries has duly and timely withheld in all material respects all Taxes and other amounts required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any Employees, officers or directors and any non-resident Person), and has duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required by Law to be remitted by it.
(h) Each of the Companies and their Subsidiaries has duly and timely collected in all material respects all amounts on account of any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Authority any such amounts required by Law to be remitted by it.
(i) Each of the Companies and their Subsidiaries is duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax and under any applicable provincial sales tax legislation.

LEGAL_1:85707969

18 -
(j) None of the Companies or any of their Subsidiaries has participated in any transactions which are subject to the reporting requirements under section 237.3 or section 237.5 of the Tax Act, or the notification requirements under section 237.4 of the Tax Act. None of the Companies or any of their Subsidiaries has an obligation to file an information return pursuant to any of the sections specified above in the Tax Act.
(k) None of the Companies or any of their Subsidiaries has received any refund or credit for any Tax, nor received any governmental assistance, grant, subsidy or similar amount, in each case to which it is not fully entitled.
(l) The Vendor is not a non-resident of Canada for the purposes of the Tax Act.
(m) None of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of Tax Act, or any equivalent provision of the Tax legislation of any province or any other jurisdiction, have applied or will apply to any Company or any of their Subsidiaries at any time up to and including the Closing Date.
(n) Except pursuant to this Agreement or as specifically disclosed in writing to the Purchasers, for purposes of the Tax Act or any other applicable Tax statute, no Person or group of Persons has ever acquired or had the right to acquire control of any of the Companies or any of their Subsidiaries.
(o) None of the Companies or its Subsidiaries have made an “excessive eligible dividend election” as defined in subsection 89(1) the Tax Act in respect of any dividend paid, or deemed by any provision of the Tax Act to have been paid, on any class of shares of its capital stock.
(p) None of the Companies or any of their Subsidiaries has made a capital dividend election under subsection 83(2) of the Tax Act in an amount which exceeds the amount in its capital dividend account at the time of such election.

45. No Broker

The Vendor has carried on all negotiations relating to this Agreement and the Transactions directly and without intervention on its behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment against the Purchasers, the Companies or any of their Subsidiaries. For certainty, the fees and expenses of Baker Tilly will be paid exclusively by the Vendor.

LEGAL_1:85707969

SCHEDULE B

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

Status of the Purchasers
(a) Bird is a corporation existing under the Laws of the Province of Ontario and has all necessary corporate power, authority and capacity to enter into this Agreement and to fulfill its obligations hereunder, to own its assets and to carry on its business as presently conducted.
(b) NewCo Alberta is a corporation existing under the Laws of the Province of Alberta and has all necessary corporate power, authority and capacity to enter into this Agreement and to fulfill its obligations hereunder, to own its assets and to carry on its business as presently conducted.
(c) NewCo Asset is a corporation existing under the Laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and to fulfill its obligations hereunder, to own its assets and to carry on its business as presently conducted.
(d) NewCo Construction is a corporation existing under the Laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and to fulfill its obligations hereunder, to own its assets and to carry on its business as presently conducted.

2. Due Authorization

3. Enforceability of Obligations

This Agreement constitutes, and each other agreement to be executed by the Purchasers in connection with the Closing will constitute, a valid and binding obligation of the Purchasers enforceable against the Purchasers in accordance with its terms subject to any limitations imposed by Law.

4. Absence of Conflicts

Except for the requirement to obtain (i) the Competition Act Approval, (ii) listing approval of the TSX in respect of the Consideration Shares, and (iii) lender approval under Bird’s existing credit facilities to complete the Transactions, the Purchasers are not a party to, bound or affected by or subject to any material:

(a) indenture, mortgage, lease, agreement, obligation or instrument;
(b) Organizational Document; or
(c) Laws or Governmental Authorizations;

LEGAL_1:85707969

that would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

5. Investment Canada Act

Each of the Purchasers are a “Canadian” within the meaning of the Investment Canada Act (Canada).

6. Litigation

There are no Claims, investigations or other proceedings, including appeals and applications for review, in progress or, to the knowledge of the Purchasers, pending or, to the knowledge of the Purchasers, threatened in writing (or to the knowledge of the Purchasers, other than in writing) against or relating to the Purchasers, before any Governmental Authority, and the Purchasers have no knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success, which, if determined adversely to the Purchasers, would:

(a) prevent the Purchasers from paying the Purchase Price to the Vendor;
(b) enjoin, restrict or prohibit the transfer of all or any part of the Purchased Shares as contemplated by this Agreement;
(c) prevent the Purchasers from fulfilling any of their obligations set out in this Agreement or arising from this Agreement; or
(d) have a Purchaser MAE.

7. No Broker

The Purchasers have carried on all negotiations relating to this Agreement and the Transactions directly and without the intervention on their behalf of any other party in such manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment against the Vendor. For certainty, the fees and expenses of Raymond James will be paid exclusively by the Purchasers.

8. Bird Common Shares

(a) The authorized share capital of Bird consists of an unlimited number of Bird Common Shares and an unlimited number of preference shares, issuable in series. As of June 7, 2024, 53,891,909 Bird Common Shares and no preference shares were issued and outstanding. All outstanding Bird Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights, and all Bird Common Shares issuable upon exercise of outstanding stock options in accordance with their respective terms will be duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights.

LEGAL_1:85707969

3 -
(b) All Consideration Shares issuable in accordance with the terms of the Agreement will be duly authorized and validly issued as fully paid and non-assessable and will not be subject to any pre-emptive rights.

9. Securities Law Matters

(a) Bird is a reporting issuer (where such concept exists) in all provinces of Canada, is in material compliance with all applicable Canadian Securities Laws therein and is not on the list of reporting issuers in default under the Canadian Securities Laws of such provinces, as applicable.
(b) The Bird Common Shares are listed and posted for trading on the TSX and Bird is in material compliance with the rules of the TSX.
(c) Bird is not subject to any delisting, suspension of trading in or cease trading or other order that may operate to prevent or restrict trading in the Bird Common Shares, and no proceedings have been initiated or are pending or, to the knowledge of Bird, threatened by any Governmental Authority in relation thereto.
(d) Bird has filed in a timely manner all documents and information required to be filed by it under applicable Canadian Securities Laws with all applicable Governmental Authorities and the TSX and all such documents and information were, as of their respective dates of such filings, in compliance in all material respects with all applicable Canadian Securities Laws and at the time filed did not contain any misrepresentations (within the meaning of applicable Canadian Securities Laws).

10. Compliance with Laws

The Purchasers and their Affiliates are, and have at all times been, in compliance in all material respects with all Laws which have been and are now applicable to the business or products of the Purchasers or of any of their Affiliates and none of the Purchasers or any of their Affiliates has received any written notice from a Governmental Authority regarding any actual, alleged, possible or potential violation of, or failure to comply with, of any such Laws. No circumstance exists that may constitute or result in (with or without notice or lapse of time) a violation or a failure to comply in any material respect with any Laws applicable to the business or products of the Purchasers or any of their Affiliates.

11. No Purchaser Material Adverse Effect

Since January 1, 2024, there has not been a Purchaser MAE.

LEGAL_1:85707969

SCHEDULE 2.9 PURCHASE PRICE ALLOCATION

[Redacted – Commercially Sensitive Information]

LEGAL_1:85707969

AI assistant

Bird Construction Inc. — Merger & Acquisition 2024

46692_rns_2024-06-21_5d173667-0d67-49b2-9a45-13bedb09ddd3.pdf

BIRD CONSTRUCTION INC.

JACOB BROS. HOLDINGS LTD.

TODD JACOB

SHARE PURCHASE AND SALE AGREEMENT

TABLE OF CONTENTS

TABLE OF CONTENTS

(continued)

TABLE OF CONTENTS

(continued)

Page

THIS SHARE PURCHASE AGREEMENT is dated June 10, 2024

BETWEEN:

RECITALS:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale

2.2 Action by Vendor and Purchasers

2.3 Purchase Price

2.4 Preparation and Delivery of Estimated Closing Date Financial Statements

2.5 Closing Date Payments

2.6 Preparation and Delivery of Closing Date Financial Statements

2.7 Objection to Closing Date Financial Statements

2.8 Net Working Capital Adjustment

2.9 Allocation of Purchase Price

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDOR

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS

ARTICLE 5 CONDITIONS IN FAVOUR OF THE PURCHASERS

5.1 Truth and Accuracy of Representations of Vendor at the Closing Time

5.2 Performance of Obligations

5.3 Receipt of Vendor’s Closing Documentation

5.4 Competition Act Approval

5.5 Third Party Consents and Notices

5.6 Listing of Consideration Shares

5.7 No Proceedings

5.8 Encumbrances

5.9 No Material Adverse Effect

5.10 No Material Damage

ARTICLE 6 CONDITIONS IN FAVOUR OF THE VENDOR

6.1 Truth and Accuracy of Representations of the Purchasers at Closing Time

6.2 Performance of Obligations

6.3 Receipt of Purchasers’ Closing Documentation

6.4 Competition Act Approval

6.5 Listing of Consideration Shares

6.6 Consideration Shares

6.7 No Proceedings

6.8 No Purchaser Material Adverse Effect

ARTICLE 7 TERMINATION

7.1 Termination

7.2 Effect of Termination

7.3 Other Rights and Remedies

ARTICLE 8 COVENANTS

8.1 Conduct of Business Prior to Closing

8.2 Access for Investigation and Search Authorizations

8.3 Notice by the Parties of Certain Matters

8.4

Confidentiality

8.5 Actions to Satisfy Closing Conditions

8.6 Preservation of Records

8.7 R&W Insurance Policy

8.8 Release

8.9 Termination of Intercompany Arrangements, Guarantees and Letters of Credit

8.10 Public Notices

8.11 Director and Officer Indemnification and Insurance

8.12 Tax Returns

8.13 Tax Proceedings

8.14 Other Tax Matters

8.15 Personal Information

8.16 Financing Cooperation

8.17 Distributions

8.18 Off Balance Sheet Claims

ARTICLE 9 INDEMNIFICATION

9.1 Survival

9.2 Indemnification by the Vendor

9.3 Limitations on Indemnification

Bird Construction Inc. Merger & Acquisition 2024