REDACTED VERSION

PURCHASE AND SALE AGREEMENT

between

CDL BIOFUELS LIMITED

and

CIELO WASTE SOLUTIONS CORP.

Dated as of April 15, 2026

ARTICLE 1
DEFINITIONS AND TERMS

1.1 Certain Definitions. ... 1
1.2 Other Terms ... 10
1.3 Calculation of Time Periods ... 10
1.4 Time of Essence ... 10
1.5 Construction ... 10
1.6 Other Rules of Interpretation ... 10
1.7 Schedules and Exhibits ... 11

ARTICLE 2
PURCHASE AND SALE

2.1 Purchase and Sale. ... 11
2.2 Purchase Price ... 11
2.3 Form of Consideration ... 11
2.4 Issuance of Consideration Shares ... 11
2.5 Hold Periods ... 11
2.6 Regulatory Matters ... 12
2.7 Tax Election ... 12

ARTICLE 3
CLOSING

3.1 Closing; Transfer of Ownership and Risk ... 12
3.2 Deliveries by Vendor. ... 13
3.3 Deliveries by Buyer. ... 13

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF VENDOR

4.1 Organization and Good Standing. ... 14
4.2 Corporate Authorization. ... 14
4.3 Non-Contravention ... 15
4.4 Consents and Approvals. ... 15
4.5 Litigation and Claims ... 15
4.6 Solvency. ... 15
4.7 Investment Canada Act Status. ... 15
4.8 Residency. ... 15
4.9 Reporting Issuer. ... 16
4.10 Securities Law Status. ... 16

4.11 GST Registration. ... 16
4.12 No Brokers or Finders. ... 16
4.13 No Liens. ... 16
4.14 Vendor Parent Secured Shareholder Loan. ... 16

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF VENDOR REGARDING THE ASSETS

5.1 Ownership of Assets; No Security Interests. ... 16
5.2 Non-Contravention. ... 17
5.3 No Other Rights to Acquire Assets. ... 17
5.4 Absence of Changes. ... 18
5.5 Litigation and Claims; No Enforcement Process; No Judgment/Writs. ... 18
5.6 Consents and Approvals. ... 18
5.7 Compliance with Law. ... 18
5.8 [Intentionally Deleted] ... 19
5.9 Sanitization and No Third-Party/Confidentiality Restriction. ... 19
5.10 Sufficiency for Buyer Asset Purpose. ... 19
5.11 Intellectual Property. ... 19
5.12 Tax Matters. ... 19
5.13 No Withholding/No Carve-Back. ... 20
5.14 Quiet Enjoyment. ... 20
5.15 Anti-Corruption; Anti-Money Laundering; Modern Slavery. ... 20
5.16 No Fraudulent Conveyance; Transfer at Undervalue. ... 20
5.17 Full Disclosure. ... 20
5.18 No Other Representations ... 21

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

6.1 Organization and Good Standing. ... 21
6.2 Corporate Authorization. ... 21
6.3 Non-Contravention. ... 21
6.4 Consents and Approvals. ... 22
6.5 Litigation and Claims. ... 22
6.6 Solvency. ... 22
6.7 Investment Canada Act Status. ... 22
6.8 GST Registration. ... 22
6.9 Anti-Corruption; Anti-Money Laundering; Modern Slavery. ... 22
6.10 No Brokers or Finders. ... 23

6.11 Principal. ... 23
6.12 Public Filings. ... 23
6.13 Financial Statements. ... 23
6.14 No Material Adverse Effect. ... 23
6.15 Compliance with Laws. ... 23
6.16 Issuance of Consideration Shares. ... 23
6.17 Capitalization. ... 23
6.18 No Proceedings Affecting Shares. ... 24
6.19 Reporting Issuer. ... 24
6.20 No Misleading Information. ... 24

ARTICLE 7

STANDSTILL AGREEMENTS

7.1 Acknowledgement of Existing Standstill Agreements. ... 24
7.2 Execution by Vendor; Covenant to Comply. ... 24
7.3 Breach. ... 24
7.4 No Re-Execution or Delivery Required for Other Parties. ... 24
7.5 Survival and Independent Effect. ... 25

ARTICLE 8

DIRECTOR NOMINATION AND APPOINTMENT

8.1 Nomination and Appointment of Vendor Nominee. ... 25
8.2 Conditions to Appointment. ... 25
8.3 Nomination for Shareholder Election. ... 25
8.4 Board Composition; Fiduciary Duties. ... 26
8.5 No Guaranteed Tenure; Removal; Resignation. ... 26
8.6 No Compensation Commitment. ... 26
8.7 Effect of Closing. ... 26

ARTICLE 9

POST-CLOSING COVENANTS

9.1 Confidentiality. ... 27
9.2 Retention of Assets. ... 28
9.3 Tax Matters. ... 28
9.4 Insider and Joint Actor and Standstill Covenants. ... 29
9.5 No Implied Obligations. ... 30
9.6 Cooperation Regarding Claims Affecting the Assets. ... 30
9.7 Further Assurances. ... 30

ARTICLE 10
SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES

10.1 Survival. ... 31
10.2 Indemnification by Vendor. ... 31
10.3 Indemnification by Buyer. ... 32
10.4 Limitations. ... 33
10.5 Third-Party Claim Indemnification Procedures. ... 34
10.6 Payments. ... 35
10.7 Adjustment to Purchase Price for Tax Purposes. ... 36
10.8 Adjustment to Losses. ... 36
10.9 Remedies; Exclusive Remedy. ... 37
10.10 No Waiver by Due Diligence; After Closing Delivery. ... 37
10.11 Tax Indemnification. ... 38
10.12 Limitations Act. ... 38

ARTICLE 11
MISCELLANEOUS

11.1 Notices. ... 38
11.2 Amendment; Waiver. ... 39
11.3 Binding Effect; Assignment. ... 39
11.4 Third Party Beneficiaries. ... 39
11.5 No Merger. ... 40
11.6 Entire Agreement. ... 40
11.7 Expenses. ... 40
11.8 Governing Law; Submission to Jurisdiction; Selection of Forum. ... 41
11.9 Specific Performance. ... 41
11.10 Disclosure Schedules. ... 41
11.11 Further Assurances. ... 42
11.12 Severability. ... 42
11.13 Counterparts. ... 42

SCHEDULES

Schedule A ASSETS
Schedule B VENDOR DISCLOSURE SCHEDULE

THIS PURCHASE AND SALE AGREEMENT dated as of April 15, 2026

BETWEEN:

CDL BIOFUELS LIMITED, a corporation incorporated under the laws of Alberta ("Vendor")

and -

CIELO WASTE SOLUTIONS CORP., a corporation amalgamated under the laws of British Columbia ("Buyer")

WHEREAS:

A. Vendor is the legal and beneficial owner of the Assets; and
B. The Parties desire that, on the Closing Date, Vendor will sell and transfer to Buyer, and Buyer will purchase from Vendor, the Assets, upon the terms, and subject to the conditions, set forth herein;

NOW, THEREFORE, in consideration of the foregoing, the representations, warranties, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE 1
DEFINITIONS AND TERMS

1.1 Certain Definitions.

As used in this Agreement, including the recitals, the following capitalized terms have the meanings set forth or referenced below (and grammatical variations of such terms shall have corresponding meanings).

"Actual Knowledge" has the meaning set forth in Section 10.9.

"Affiliate" has the meaning ascribed to it under the Business Corporations Act (Alberta).

"Agreement" means this Purchase and Sale Agreement, as it may be amended or supplemented from time to time in accordance with the terms thereof.

"Applicable Securities Laws" means the securities legislation of each of the provinces of Canada, and all rules, regulations, blanket orders, instruments and policies established thereunder or issued by a securities commission or similar securities regulatory authority in each of the provinces of Canada and the rules and policies of the Exchange, all as amended from time to time.

"Business Day" means any day other than a Saturday, a Sunday or a statutory holiday on which banks in Calgary, Alberta, are generally closed for commercial banking business.

"Buyer" has the meaning set forth in the preamble.

"Buyer Approvals" has the meaning set forth in Section 6.4.

"Buyer Asset Purpose" means the Buyer's use of the Assets to support early stage technical, economic, commercial and regulatory assessment, including cost estimation, economic modelling, project siting, project scoping, risk evaluation and decision making related to the development of projects that are designed to convert waste to low-carbon fuels and materials.

"Buyer Board" means the board of directors of the Buyer as at the Closing Date.

"Buyer Indemnified Parties" has the meaning set forth in Section 10.2.

"Buyer Knowledge" or "Knowledge of the Buyer" means the actual knowledge of any one or more of Ryan C. Jackson, Chief Executive Officer of the Buyer, or Jasdeep K. B. Dhaliwal, Chief Financial Officer of the Buyer, in each case without independent inquiry, and "Buyer's Knowledge Group" means all such individuals.

"Cap" means, in respect of the Vendor's Fundamental Representations, the limit with respect to Losses set forth in Section 10.4(b), and in respect of the Vendor's representations and warranties (other than the Vendor's Fundamental Representations and Warranties), the limit with respect to Losses set forth in Section 10.4(c).

"Claims" means in relation to any Person, any and all claims, actions, causes of action, accounts, Encumbrances, demands, disputes, lawsuits, suits, judgments, awards, decrees, determinations, adjudications, writs, orders, pronouncements, audits, proceedings, arbitrations, mediations, hearings, investigations, inquiries or actions of every kind, nature or description (including civil, criminal, administrative, regulatory, arbitral or investigative) which are commenced, filed, brought against or suffered, sustained or incurred, directly or indirectly, by such Person, in each case whether fixed or contingent or foreseen or unforeseen, and whether based on contract, tort, statute or other legal or equitable theory of recovery or resulting from applicable Law.

"Claim Notice" has the meaning set forth in Section 10.5(a).

"Closing" means the consummation of the Transaction, which shall occur simultaneously with the execution and delivery of this Agreement by the Parties.

"Closing Date" means the date on which the Closing occurs (which, for greater certainty, is the date of execution and delivery of this Agreement).

"Confidential Information" means any non-public, confidential or proprietary information of a Party that is disclosed or made available to the other Party in connection with the Transaction or the Assets, whether before or after the Closing, in whatever form or medium, but does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement or any applicable confidentiality agreement; (b) is lawfully obtained by the receiving Party from a third party without restriction on disclosure; (c) is independently developed by the receiving Party without use of or reference to Confidential Information; or (d) is required or reasonably necessary to be disclosed to comply with applicable Law, securities Laws, stock exchange requirements, accounting standards, or continuous disclosure obligations.

"Consideration Shares" has the meaning set forth in Section 2.3.

"Existing Confidentiality Agreement" means the non-disclosure agreement dated July 2, 2025 between Vendor and Buyer.

"Contract" means any written or oral agreement, contract, commitment, undertaking, lease, note, mortgage, indenture, settlement, license or other legally binding written agreement.

"Control", "Controls" or "Controlled" means, with respect to any Person, the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. Without limiting the foregoing, a Person shall be deemed to Control any other Person if: (a) such other Person is a limited partnership and such first Person is the general partner of such other Person; (b) more than 50% of: (i) the total combined voting power of all classes of voting securities of such other Person; (ii) the total combined equity interests of such other Person; or (iii) the capital or profit interests of such other Person, in each case, is beneficially owned, directly or indirectly, by such first Person; or (c) the power to vote or to direct the voting of sufficient securities to elect a majority of the board of directors or similar governing body of such other Person is held by such first Person.

"Effective Time" means 12:00:01 a.m. on the Closing Date.

"Encumbrance" means any lien, pledge, charge, encumbrance (statutory or otherwise), mortgage, hypothecation or other security interest, any easement, encroachment or other adverse claim, or any option, right of first refusal, pre-emptive right or other restriction on transfer or similar encumbrance.

"Exchange" means the TSXV Venture Exchange and any successor exchange thereto.

"Exchange Approval" means the approval, acceptance or conditional acceptance of the Exchange required under Applicable Securities Laws in connection with the execution, delivery and performance of this Agreement and the consummation of the Transaction, including the issuance of the Consideration Shares.

"Existing Standstill Agreements" means the Standstill Agreements between the Buyer, on the one hand, and the Vendor Individuals, on the other hand, executed in connection with the Buyer's private placement of securities completed prior to the Closing.

"Fundamental Representations" has the meaning set forth in Section 10.1(a).

"Government Entity" means any domestic or foreign federal, provincial, municipal or local government, governmental authority, regulatory body, securities exchange, court, tribunal or administrative agency.

"GST" means the federal goods and services tax and harmonized sales tax administered pursuant to the Excise Tax Act (Canada) or under any successor federal legislation that imposes a tax on the recipient of goods and services.

"IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board (as adopted by the Canadian Accounting Standards Board).

"Indebtedness" of any Person, solely to the extent relating to the Assets, means, without duplication: (a) any indebtedness for borrowed money that is secured by, or constitutes a lien, charge or security interest on, any of the Assets; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments to the extent secured by, or having recourse to, any of the Assets; (c) any obligations under capital leases, conditional sale agreements or similar arrangements that relate specifically to, or are secured by, any of the Assets; (d) any deferred purchase price or similar payment obligations to the extent secured by, or arising directly from, the acquisition, development or ownership of the Assets; and (e) all accrued interest, fees, premiums, penalties and other amounts payable in connection with any of the foregoing. For greater certainty, Indebtedness does not include: (i) unsecured corporate-level indebtedness of the Vendor or any of its Affiliates that does not attach to, encumber or have recourse to the Assets; (ii) trade payables incurred in the ordinary course of business and not overdue; or (iii) any obligations that will be discharged at or prior to Closing.

"Indemnified Parties" has the meaning set forth in Section 10.3.

"Indemnifying Party" has the meaning set forth in Section 10.5(a).

"Intellectual Property" means all intellectual property rights arising under applicable Law in Canada or any other jurisdiction or under any international convention: (a) patents and patent applications, including all continuations, divisionals, continuations-in-part, and provisionals, and patents issuing on any of the foregoing, and all reissues, reexaminations, substitutions, renewals and extensions of any of the foregoing; (b) trademarks, service marks, trade names, trade dress, logos, corporate names and domain names and other similar indicia of origin or business identifiers, together with the goodwill associated with any of the foregoing, and all applications, registrations, renewals and extensions of any of the foregoing; (c) copyrights, works of authorship, and all registrations, applications, renewals, extensions and reversions of any of the foregoing; and (d) trade secret rights, including all confidential information regarding non-public discoveries, concepts, ideas, manufacturing and production processes, models, simulations, process models, scheduling tools and models, blending tools and models, linear program tools and models, process and operating manuals, research and development, technology, know-how, proprietary information, formulae, inventions, compositions, processes, techniques, technical and engineering data, reports and information, procedures, designs, drawings, specifications, and rights in software to the extent any of the foregoing are contained or embodied in such software. For greater certainty, Intellectual Property excludes any third-party intellectual property, including open-source software and licensed materials, except to the extent that: (i) such third-party

intellectual property is incorporated, embedded or otherwise used in the Assets, and (ii) the Vendor has the right to transfer to the Buyer (without further consent of any third party) a perpetual, irrevocable, worldwide, royalty-free (or fully-paid), transferable and sublicensable right to use such third-party intellectual property as incorporated, embedded or otherwise used in the Assets for the Buyer Asset Purpose.

"Investment Canada Act" means the Investment Canada Act (Canada).

"IP Assignment Agreements" means the intellectual property assignment and confirmation agreements (including waivers of all Moral Rights) to be dated and executed prior to Closing and delivered at Closing by each of the IP Employees in favour of the Vendor Parent, in form and substance satisfactory to the Buyer, acting reasonably.

"IP Employees" means the two (2) current employees of the Vendor Parent who created, authored, developed, contributed to or otherwise participated in the creation of the Intellectual Property comprised in the Assets, as identified in the Vendor Disclosure Schedule.

"Law" means any law (including common law and equity), statute, ordinance, rule, regulation, code, by-law, order, judgment, ruling, decision, award, injunction or decree enacted, issued, promulgated, enforced or entered by any Government Entity and policies, directives and guidelines to the extent they have the force of law.

"Liabilities" or "Liability" of any Person means, as of any given time, any and all Indebtedness, liabilities, commitments, contingencies, damages, compensation, awards, duties and obligations of any kind of such Person, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known or unknown, determined, determinable or otherwise, whenever or however arising (including whether arising out of any Contract, tort based on negligence or strict liability, applicable Laws or otherwise).

"LOI" means the binding letter of intent dated February 9, 2026 between Vendor Parent and Buyer, as amended on February 20, 2026 and March 25, 2026.

"Losses" means, with respect to any Person and/or in relation to any matter, any and all losses, Liabilities, Claims, deficiencies, interest, penalties, fines, judgments, settlement payments, awards or damages of any kind actually suffered or incurred by such Person (together with all reasonably incurred cash disbursements, Taxes, costs and expenses, costs of investigation, defence and appeal and reasonable legal and expert fees and expenses), whether or not involving a Third-Party Claim.

"Material Adverse Effect" means, with respect to a Party, (a) any change, event, circumstance, condition or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (i) in the case of the Buyer, the business, assets, liabilities, properties, condition (financial or otherwise), or results of operations of the Buyer, and (ii) in the case of the Vendor, the value, validity or enforceability of the Assets, taken as a whole, including the Buyer's ability to own and use the Assets for the Buyer Asset Purpose, or (b) the ability of such Party to consummate the transactions contemplated by this Agreement or to perform its obligations under this Agreement in any material respect; provided however, that none of the following, alone or in combination, shall be deemed to constitute, or shall be taken into account

in determining whether there has been or would reasonably be expected to be, a Material Adverse Effect:

(a) changes in general economic, business, financial, credit, or capital market conditions in Canada or any other jurisdiction (i) in respect of the Buyer, in which the Buyer operates, and (ii) in respect of the Vendor, where the Assets are used or held;

(b) changes affecting generally the industries or markets in which such Party operates;

(c) changes in applicable Laws, accounting principles or other applicable accounting standards, or in the interpretation or enforcement thereof;

(d) changes arising out of or attributable to acts of war, armed hostilities, terrorism, civil unrest, epidemics, pandemics, or natural disasters, or any escalation or worsening thereof;

(e) the announcement, pendency, or consummation of the transactions contemplated by this Agreement, including any resulting effect on relationships with third parties;

(f) any action taken or omitted to be taken by Party at the express written request of the other Party or that is required pursuant to this Agreement;

(g) any failure to meet any projections, forecasts, estimates, or predictions of revenue, earnings, or other financial or operating metrics for any period (provided that the underlying causes of such failure may be considered to the extent not otherwise excluded by this definition);

(h) in respect of the Vendor, ordinary course challenges or proceedings relating to any of the Assets, unless and to the extent resulting in a final, non-appealable determination that any material portion of the Assets is invalid, unenforceable, or not owned by Vendor or that Buyer is not entitled to own and use such material portion of the Assets for the Buyer Asset Purpose, or which imposes a material restriction on their use;

(i) in respect of the Vendor, changes in the market value or generally applicable licensing rates for intellectual property assets generally;

(j) in respect of the Vendor, the expiration of any intellectual property rights included in the Assets in accordance with their stated terms and applicable law; or

(k) any matter disclosed in the Disclosure Schedules.

Notwithstanding the foregoing, items described in clauses (a), (b), (c), (d), (i) or (j) may be taken into account in determining whether a Material Adverse Effect has occurred only to the extent such matters have a materially disproportionate adverse effect, taken as a whole relative to other similarly situated entities (in the case of the Buyer) or intellectual property assets (in the case of the Vendor), as applicable, in the relevant industry or market.

"Moral Rights" means all moral rights and similar rights of authorship, integrity, attribution and association (and any similar rights) recognized under applicable Law, including the Copyright Act (Canada) and analogous Laws in any jurisdiction.

"Notice Period" has the meaning set forth in Section 10.5(a).

"Organizational Documents" means: (a) with respect to any Person that is a corporation, its certificate of incorporation, articles of incorporation and bylaws (or other comparable constating documents); (b) with respect to any Person that is a partnership, its certificate of partnership and partnership agreement; (c) with respect to any Person that is a trust, its declaration or agreement of trust; and (d) with respect to any other Person, its comparable organizational documents.

"Parties" means Buyer and Vendor, collectively, and "Party" means either one of them.

"Permitted Encumbrances" means: (a) statutory liens for Taxes not yet due and payable; (b) liens arising in the ordinary course of business that do not secure Indebtedness; (c) liens that will be discharged at or prior to Closing (including pursuant to the Vendor Loan Security Release and the Secured Party Releases); and (d) any liens disclosed in the Vendor Disclosure Schedule (i) that do not secure Indebtedness and do not (and would not reasonably be expected to) attach to the Assets, or (ii) have otherwise been designated as a Permitted Encumbrance by mutual agreement of the Parties in writing. For greater certainty, Permitted Encumbrances do not include any Personal Property Security Act (Alberta) registration (or any equivalent personal property security registration in any other jurisdiction) or security interest that attaches or could attach to the Assets or the proceeds thereof, other than those released at Closing pursuant to the Vendor Loan Security Release and the Secured Party Releases.

"Person" means an individual, a corporation, a general or limited partnership, an association, a joint stock company, limited liability company or other company, a Government Entity, a trust or other entity or organization, whether or not a legal entity, including any Indigenous community.

"PIF" or "Declaration" means any personal information form, declaration, questionnaire, authorization or consent, including any Exchange Personal Information Form or equivalent disclosure document, required by the Exchange or applicable securities Laws in connection with the review, acceptance or continued service of a director, officer or insider of the Buyer, as such forms may be amended, supplemented or replaced from time to time.

"Proprietary Information" means all the proprietary, non-public technical, analytical and commercial information comprised in the Assets relating to renewable fuels and low-carbon fuels production, gasification, pyrolysis, feedstock evaluation, and associated technology and project assessment, including: (i) databases, documents, reports, memoranda, technical reviews and research summaries: (ii) spreadsheets, tables, models and calculations; (iii) PDFs, Word files, Excel files, slide decks and other electronic documents; and (iv) any other written or electronic materials containing the substantive information that forms any portion of the Assets, as more particularly described in Schedule "A", attached hereto.

"Public Disclosure Record" has the meaning set forth in Section 6.12.

"Purchase Price" has the meaning set forth in Section 2.2.

"Regulatory Approvals" means those certain authorizations, approvals, orders, consents of, or filings with, any Government Entity, including the Exchange Approval, which are required in connection with the execution, delivery and performance of this Agreement or any other documents and agreements to be delivered under this Agreement.

"Representatives" means, with respect to any Person, any and all partners, directors, officers, employees, consultants, financial advisors, legal counsel, accountants and other agents, advisors or representatives of such Person on their or its behalf.

"Secured Party Releases" means an executed release and discharge or no interest letter, as the case may be, in form and substance satisfactory to the Buyer, acting reasonably, releasing the Assets (and any proceeds thereof) from any secured indebtedness (and any related financing statement, registration or filing) or confirming that the applicable secured third party shall have no claim, security interest or other Encumbrance against the Assets or the Buyer arising from or relating to such secured indebtedness.

"Standstill Agreements" means, collectively, the Existing Standstill Agreements and each standstill agreement entered into at or in connection with the Closing by and between the Buyer, on the one hand, and each of the Vendor and the Vendor Parent, on the other hand. "Standstill Agreement" means any one of the Standstill Agreements.

"Survival Period" has the meaning set forth in Section 10.1(c).

"Tax" or "Taxes" means all taxes, charges, fees, levies, imposts and other assessments, including all income, sales, use, goods and services, value added, capital, capital gains, alternative, net worth, transfer, profits, withholding, payroll, employer health, excise, franchise, real property and personal property taxes, Transfer Taxes and other taxes, customs, duties, fees, assessments or similar charges in the nature of a tax, including Canada Pension Plan and provincial pension plan contributions, employment insurances payments and workers' compensation premiums, together with any installments with respect thereto, and any interest, fines and penalties imposed by any Tax Authority and whether disputed or not.

"Tax Act" means the Income Tax Act, R.S.C, 1985, c.1 (5th Supp.) and all regulations promulgated thereunder from time to time.

"Tax Authority" means any Government Entity having jurisdiction over the assessment, determination, collection, administration or imposition of any Taxes.

"Tax Returns" means all written and electronic reports, returns, declarations, elections, notices, filings, forms and statements, and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, filed or required to be filed by Law with respect to Taxes.

"Third Party" means any Person other than Vendor, Buyer or their Affiliates.

"Third-Party Claim" has the meaning set forth in Section 10.5(a).

"Transaction" means the purchase and sale of the Assets pursuant to this Agreement.

"Transaction Documents" means this Agreement, the Standstill Agreements to be executed and delivered at or in connection with the Closing pursuant to Sections 3.2 and 3.3 (excluding the Existing Standstill Agreements), the IP Assignment Agreements, the Vendor Parent IP Assignment Agreement, the Vendor Loan Security Release, the Secured Party Releases (if applicable), and all other agreements, certificates and instruments required to be executed and delivered at or in connection with the Closing pursuant to this Agreement.

"Transfer Taxes" has the meaning set forth in Section 9.3(b).

"Vendor" has the meaning set forth in the preamble.

"Vendor Group" means, collectively: (a) the Vendor, the Vendor Parent and each of their respective Affiliates; and (b) the Vendor Individuals.

"Vendor Approvals" means all corporate, shareholder and other internal approvals of the Vendor, required to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction, including approval by the Vendor Board.

"Vendor Board" means the board of directors of the Vendor as at the Closing Date.

"Vendor Disclosure Schedule" has the meaning set forth in Section 11.10(a) and which is attached to this Agreement as Schedule B.

"Vendor Indemnified Parties" has the meaning set forth in Section 10.3.

"Vendor Nominee" means Kaush Rakhit.

"Vendor Individuals" means the Vendor Nominee and the IP Employees.

"Vendor Parent" means Canadian Discovery Ltd., an Alberta corporation, being the parent corporation and sole shareholder of the Vendor.

"Vendor Loan Security Release" means a partial release and discharge executed by the Vendor Secured Shareholder Lender, in form and substance satisfactory to the Buyer, acting reasonably, releasing the Assets (and any proceeds thereof) from the Vendor Parent Secured Loan Security and confirming that the Secured Shareholder Lender shall have no claim, security interest or other Encumbrance against the Assets or the Buyer arising from or relating to the Vendor Parent Secured Shareholder Loan.

"Vendor Parent IP Assignment Agreement" means the intellectual property assignment and confirmation agreement (including waivers of all Moral Rights) to be dated and executed prior to Closing and delivered at Closing pursuant to which the Vendor Parent assigns, conveys and transfers to the Vendor all of the Vendor Parent's right, title and interest in and to any Intellectual Property comprised in the Assets, in form and substance satisfactory to the Buyer, acting reasonably.

"Vendor Parent Secured Shareholder Loan" means the shareholder loan owing effective as of January 9, 2025 by the Vendor Parent to the Vendor Secured Shareholder Lender, together with all amendments, restatements, renewals and extensions thereof, and all interest, fees and other amounts owing in respect thereof.

"Vendor Parent Secured Loan Security" means any Encumbrance (whether registered or unregistered), including any general security agreement, debenture, security agreement or other security instrument and any related security interest that attaches to present and after-acquired property or proceeds, granted or purported to be granted by the Vendor Parent in favour of the Vendor Secured Shareholder Lender as security for the Vendor Parent Secured Shareholder Loan.

10 -

"Vendor Secured Shareholder Lender" means Kaush Rakhit, being the lender under the Vendor Parent Secured Shareholder Loan.

"Vendor's Knowledge" or "Knowledge of the Vendor" means the actual knowledge of any one or more of the individuals listed in Section 1.1 of the Vendor Disclosure Schedule, in each case without independent inquiry, and "Vendor Knowledge Group" means each such individual.

1.2 Other Terms.

Other capitalized terms used in this Agreement may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement.

1.3 Calculation of Time Periods.

When calculating the period of time within which, or following which, any act is to be done or step taken pursuant to this Agreement, the date that is the reference day in calculating such period shall be excluded. If the last day of such period is not a Business Day, the period in question shall end on the next Business Day.

1.4 Time of Essence.

Time shall be of the essence of this Agreement.

1.5 Construction.

This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction or interpretation to the effect that any ambiguities are to be resolved against the drafting Party shall not apply to the construction or interpretation of this Agreement.

1.6 Other Rules of Interpretation.

In this Agreement, unless specifically provided otherwise or the context otherwise requires:

(a) the word "day" means calendar day, and the word "month" means calendar month;

(b) the words "hereto", "hereof", "herein", "hereby" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement;

(d) references herein to a specific Article, Section, Exhibit or Schedule shall refer, respectively, to Articles, Sections, Exhibits or Schedules of this Agreement unless otherwise indicated;

(e) heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect the construction or interpretation of any of the provisions hereof;

(f) wherever the word "include", "includes" or "including" is used in this Agreement, it shall be deemed to be followed by the words "without limitation";

(g) references to a specific time shall refer to the prevailing time in Calgary, Alberta;

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(h) the word "extent" in the phrase "to the extent" shall mean the degree to which a subject or other thing extends and such phrase shall not mean simply "if";

(i) references to a Party mean the Party and its successors and permitted assigns;

(j) any statute or regulation defined or referred to herein means such statute or regulation as from time to time amended, supplemented or modified, including by succession of comparable successor statutes or regulations; and

(k) any agreement, instrument or writing defined or referred to herein means such agreement, instrument or writing, as from time to time amended, supplemented or modified prior to the date thereof.

1.7 Schedules and Exhibits.

The Schedules and Exhibits to this Agreement described herein are attached to and are an integral part of this Agreement. Except as otherwise expressly provided herein, if there is any conflict or inconsistency between a provision of the body of this Agreement and that of a Schedule or an Exhibit, the provision of the body of this Agreement shall prevail to the extent of said conflict or inconsistency.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale.

Upon the terms and subject to the conditions set forth in this Agreement, at the Closing the Vendor hereby sells, assigns, transfers and conveys to the Buyer, and the Buyer hereby purchases and acquires from the Vendor, all of the Vendor's right, title and interest in and to the Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).

2.2 Purchase Price.

The aggregate purchase price payable by Buyer to Vendor for the Assets is two million six hundred thousand dollars ($2,600,000.00) (the "Purchase Price").

2.3 Form of Consideration

The Buyer shall issue 17,333,333 common shares in the capital stock of the Buyer (the "Consideration Shares") as full and final consideration for the Assets at a deemed issue price of $0.15 per Consideration Share, with no cash consideration, promissory notes, holdbacks or other forms of consideration, and all such Consideration Shares shall be issued at Closing, subject to applicable statutory hold periods and the additional hold periods described in Section 2.5.

2.4 Issuance of Consideration Shares

The Buyer shall issue all of the Consideration Shares to the Vendor, free of escrow, subject only to the statutory hold period and additional hold period set out in Section 2.5.

2.5 Hold Periods

The Vendor acknowledges and agrees that the Consideration Shares will be subject to:

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(a) any and all applicable statutory hold periods under Canadian securities laws and the policies of the Exchange; and

(b) an additional contractual hold period of eight (8) months commencing upon the expiry of the hold period set forth in Section 2.5(a), such that the total hold period applicable to such Consideration Shares shall be twelve (12) months following the Closing Date.

2.6 Regulatory Matters

The issuance of the Consideration Shares is subject to acceptance by the Exchange and compliance with all Applicable Securities Laws, including any resale restrictions. The Parties acknowledge and agree that the Exchange Approval required in connection with the Transaction generally, including for purposes of permitting the Parties to consummate the Transaction and close this Agreement, has been obtained prior to the execution and delivery of this Agreement. For greater certainty, such Exchange Approval does not constitute, and shall not be deemed to constitute, acceptance of the Vendor Nominee as a director of the Buyer, which remains subject to separate Exchange review and acceptance in accordance with Article 8.

2.7 Tax Election

At the request of the Vendor, the Vendor and the Buyer shall jointly elect under subsection 85(1) of the Tax Act in respect of the transfer of the Assets, with the elected amount to be mutually agreed by the Parties, acting reasonably and taking into account the Purchaser's need for a commercially reasonable tax basis, and within the limits prescribed by such subsection. Each Party shall execute and deliver such elections and related documentation as may be reasonably required to give effect to such election.

ARTICLE 3

CLOSING

3.1 Closing; Transfer of Ownership and Risk.

(a) The Closing shall occur simultaneously with the execution and delivery of this Agreement. All documents, instruments, payments and other deliveries required to be delivered at Closing pursuant to this Agreement shall be deemed delivered upon execution of this Agreement, whether delivered physically or electronically. The Closing shall be deemed to have become effective as at the Effective Time.

(b) The transfer of the Assets from Vendor to Buyer is effective as of the Effective Time and ownership, risk and possession of the Assets passes to Buyer upon Closing.

(c) Each Party acknowledges that the Transaction is being completed on a sign-and-close basis, and that all conditions to the completion of the Transaction in favour of the Buyer have been satisfied or waived by the Buyer as of the Closing Date.

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3.2 Deliveries by Vendor.

At the Closing, Vendor shall deliver, or cause to be delivered, to Buyer the following:

(a) certified copies of resolutions of the Vendor Board approving the execution, delivery and performance of this Agreement and the consummation of the Transaction;

(b) [intentionally deleted];

(d) a counterpart of a Standstill Agreement, duly executed by the Vendor Parent;

(e) copies of the IP Assignment Agreements, duly executed by each of the IP Employees in favour of the Vendor Parent;

(f) a copy of the Vendor Parent IP Assignment Agreement duly executed by the Vendor Parent;

(g) a copy of the Vendor Loan Security Release duly executed by the Vendor Secured Shareholder Lender;

(h) evidence reasonably satisfactory to the Buyer that all Encumbrances (other than Permitted Encumbrances) affecting, or that could reasonably be expected to affect, the Assets or the proceeds thereof have been released or discharged at or prior to Closing, including delivery of the Vendor Loan Security Release and the Secured Party Releases (as applicable);

(i) the Assets, delivered in complete, organized and usable form, in the format and by the means agreed to between the Parties, sufficient to permit the Buyer to use the Assets for the Buyer Asset Purpose; and

(j) such other documents or instruments as are expressly required by this Agreement to be delivered by the Vendor at the Closing.

For greater certainty, the Parties acknowledge that Existing Standstill Agreements with the Vendor Individuals were executed in connection with the Buyer's private placement of securities completed prior to the Closing, and such Existing Standstill Agreements are not required to be delivered or re-executed at the Closing pursuant to this Section 3.2 or Section 3.3, and shall remain in full force and effect in accordance with their terms.

Further, for certainty, no bill of sale, general conveyance or other instrument of transfer is required to effect the transfer of title to the Assets, which shall transfer to the Buyer by operation of this Agreement.

3.3 Deliveries by Buyer.

At the Closing, Buyer shall deliver, or cause to be delivered to Vendor the following:

(a) certified copies of resolutions of the Buyer Board approving the execution, delivery and performance of this Agreement and the consummation of the Transaction;

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(b) evidence, in form and substance reasonably satisfactory to the Vendor, of receipt of the Exchange Approval, required under Applicable Securities Laws in connection with the Transaction generally, including for purposes of permitting the Parties to consummate the Transaction and close this Agreement, including the issuance of the Consideration Shares; provided that, for greater certainty, such evidence need not include Exchange acceptance of the Vendor Nominee as a director of the Buyer, which remains subject to separate Exchange review and acceptance in accordance with Article 8;

(c) a counterpart of each Standstill Agreement between the Buyer, on the one hand, and each of the Vendor and the Vendor Parent, on the other hand, in each case duly executed by the Buyer;

(d) evidence of issuance of the Consideration Shares at the Closing, such as direct registration system (DRS) statements;

(e) [intentionally deleted]; and

(f) such other documents or instruments as are expressly required by this Agreement to be delivered by the Buyer at the Closing.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF VENDOR

Vendor represents and warrants to Buyer, as of the Closing Date, as follows:

4.1 Organization and Good Standing.

Vendor has been duly organized or created, is validly existing and is in good standing under the Laws of Alberta.

4.2 Corporate Authorization.

(a) Vendor has all requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution and delivery of this Agreement and the other Transaction Documents, the performance of Vendor's obligations hereunder and thereunder and the consummation of the Transaction have been duly authorized by all necessary action of Vendor.

(b) The Transaction Documents to which Vendor is, or will be, a party have been, or will be, duly executed and delivered by Vendor and, assuming the due authorization, execution and delivery of such Transaction Documents by each other Person that is or will be a party thereto, constitute legal, valid and binding obligations of Vendor, enforceable against Vendor in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors' rights generally or, as to enforceability, by general equitable principles.

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4.3 Non-Contravention.

Assuming the receipt of all Regulatory Approvals and Vendor Approvals, the execution and delivery by Vendor of the Transaction Documents to which it is, or will be, a party, the performance of the obligations of Vendor pursuant to such Transaction Documents and the consummation of the Transaction will not constitute or result in: (a) a violation of or conflict with any of the Organizational Documents of Vendor; (b) a breach or violation of any Contract to the extent such Contract relates to the Assets; or (c) assuming the receipt of all the Buyer Approvals, a breach or violation of, or a default under, any Law to which Vendor is subject. For greater certainty, this Section 4.3 relates solely to the Vendor's corporate authority and organizational matters and does not address consents, approvals or restrictions relating to the transfer, ownership or use of the Assets, which are addressed exclusively in Article 5.

4.4 Consents and Approvals.

The Vendor has obtained all corporate, shareholder and other internal approvals required to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction, including approval by the Vendor Board. No other approval, consent or authorization of any Person is required on the part of the Vendor or any member of the Vendor Group in order to consummate the Transaction. For greater certainty, this Section 4.4 addresses only corporate, shareholder and other internal approvals of the Vendor required to authorize the execution, delivery and performance of this Agreement and does not address any consents, approvals, notices or filings relating to the Assets, which are addressed exclusively in Article 5.

4.5 Litigation and Claims.

Except as set forth in Section 4.5 of the Vendor Disclosure Schedule, there is no civil, criminal or administrative Claim pending before any Government Entity or threatened against Vendor or any of its Affiliates, or any of its properties or other assets. For greater certainty, the matters disclosed in Section 4.5 of the Vendor Disclosure Schedule do not relate to the Assets and would not reasonably be expected to restrict the transfer to, or use by, the Buyer of the Assets for the Buyer Asset Purpose.

4.6 Solvency.

There is no bankruptcy, insolvency, reorganization or receivership proceeding before any Government Entity pending against, being contemplated by Vendor or any of its Affiliates, nor has any such proceeding been commenced, and neither the Vendor nor any of its Affiliates has made any assignment for the benefit of creditors or filed (or had filed against it) any proposal, notice of intention, petition or similar filing under applicable insolvency or bankruptcy Laws.

4.7 Investment Canada Act Status.

Vendor is not a non-Canadian for purposes of the Investment Canada Act.

4.8 Residency.

Vendor is not a non-resident of Canada for the purposes of the Tax Act.

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4.9 Reporting Issuer.

Vendor is not a “reporting issuer” in any jurisdiction, and its common shares are not listed on any stock exchange or trading facility.

4.10 Securities Law Status.

Neither the Vendor nor any member of the Vendor Group is, or (as a result of the execution of this Agreement, the issuance of the Consideration Shares or the consummation of the Transaction) will become, an Insider, Control Person or “joint actor” of the Buyer within the meaning of Applicable Securities Laws, other than solely as a result of the nomination, appointment or acceptance of the Vendor Nominee as a director of the Buyer in accordance with Article 8.

4.11 GST Registration.

Vendor is a registrant for the purposes of Part IX of the Excise Tax Act (Canada) and has a GST registration number which is [REDACTED].

4.12 No Brokers or Finders.

There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Vendor or any of its Affiliates who is entitled to any fee or commission in connection with the Transaction for which Buyer or any of its Affiliates would be liable.

4.13 No Liens.

Except for Permitted Encumbrances, neither the Vendor nor any of its Affiliates has granted, created or suffered to exist any lien, charge, security interest or other encumbrance over any of its material properties or assets that would reasonably be expected to impair the Vendor’s ability to consummate the Transaction.

4.14 Vendor Parent Secured Shareholder Loan.

The Vendor represents and warrants that the Vendor Parent Secured Shareholder Loan and the Vendor Parent Secured Loan Security have been disclosed to the Buyer, and that the Vendor Loan Security Release delivered at Closing is effective to release the Assets (and any proceeds thereof) from the Vendor Parent Secured Loan Security, and the Secured Party Releases (if applicable) are effective to release the Assets (and any proceeds thereof) from any other Encumbrances that could attach to the Assets.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF VENDOR REGARDING THE ASSETS

Vendor represents and warrants to Buyer, as of the Closing Date, as follows:

5.1 Ownership of Assets; No Security Interests.

(a) The Vendor is the sole legal and beneficial owner of the Assets and has good and valid title to the Assets, free and clear of all Encumbrances (other than any Permitted Encumbrances), including any mortgage, charge, debenture, pledge,

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security interest, general security agreement, financing statement, lien (statutory or otherwise) or other similar right or interest, whether fixed or floating.

(b) Neither the Vendor nor any of its Affiliates has granted, nor is there in effect, any general security agreement, debenture or other security instrument that creates or purports to create a security interest in any of the Assets other than: (i) the Vendor Parent Secured Loan Security; and (ii) any Encumbrances disclosed in Section 5.1(b) of the Vendor Disclosure Schedule that are released at Closing pursuant to the Secured Party Releases. The Vendor has delivered (or caused to be delivered) at Closing the Vendor Loan Security Release and the Secured Party Releases, and immediately following Closing the Assets shall be free and clear of all Encumbrances (other than any Permitted Encumbrances), including the Vendor Parent Secured Loan Security and any Encumbrances released pursuant to the Secured Party Releases. No Person shall have any right to rescind, unwind, claw back or otherwise challenge the transfer of the Assets to the Buyer, or to assert any Encumbrance against the Assets or the Buyer, by reason of the Vendor Parent Secured Shareholder Loan or the Vendor Parent Secured Loan Security or any other security interest released pursuant to the Secured Party Releases.

5.2 Non-Contravention.

The consummation of the Transaction will not constitute or result in: (a) a breach or violation of, a termination of, a right of termination or default under, the creation or acceleration of any rights or obligations under, or the creation of an Encumbrance on any of the Assets pursuant to, any Contract of the Vendor or any of its Affiliates relating to the Assets (with or without notice, lapse of time or both) in each case to the extent that such breach, violation, termination, right or default would reasonably be expected to materially impair the transfer, ownership or use of the Assets for the Buyer Asset Purpose, other than any Encumbrance that constitutes a Permitted Encumbrance or that is released at or prior to Closing pursuant to the Vendor Loan Security Release and/or the Secured Party Releases (as applicable); or (b) assuming the receipt of all the Buyer Approvals, a material breach or violation of, or a default under, any Law to which the Assets are subject. For greater certainty, this Section 5.2 addresses only contraventions arising from the transfer, ownership or use of the Assets, and does not relate to the Vendor's corporate authority or its compliance with Organizational Documents, which are addressed exclusively in Section 4.3.

5.3 No Other Rights to Acquire Assets.

Other than pursuant to this Agreement: (a) neither Vendor nor any of its Affiliates has entered into any Contract to sell, transfer, assign or pledge any of the Assets; and (b) there does not exist, no Person has or enjoys any privilege capable of becoming, and neither Vendor nor any of its Affiliates has authorized or agreed in the future to grant or issue, any rights of first refusal, rights of first offer, preferential purchase right, option or other right or entitlement (whether present or future, contingent or absolute, pursuant to Contract or otherwise) to purchase or otherwise acquire (whether by sale, gift, charge, pledge or otherwise) any of the Assets or, in any such case, any interest therein or right thereto of any kind or nature whatsoever.

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5.4 Absence of Changes.

Except as set out in Section 5.4 of the Vendor Disclosure Schedule, since February 10, 2026, there has not occurred any change, event, circumstance, condition or development that, individually or in the aggregate, would reasonably be expected to have caused any of the representations and warranties of the Vendor set forth in this Agreement to be inaccurate in any material respect as of the Closing Date, except as disclosed in the Vendor Disclosure Schedule.

5.5 Litigation and Claims; No Enforcement Process; No Judgment/Writs.

(a) There is no civil, criminal or administrative Claim commenced, pending before any Government Entity, or, to the Knowledge of the Vendor, threatened against the Assets.

(b) There is no Claim commenced by or on behalf of Vendor or its Affiliates with respect to the Assets before any Government Entity or threatened by or on behalf of Vendor or its Affiliates with respect to the Assets, against any other Person.

(c) There is no judgment, writ of execution, writ of seizure and sale, garnishment, attachment, enforcement process, certificate of judgment, or similar order or process outstanding against the Vendor, the Vendor Parent or the Assets that could reasonably be expected to result in any Encumbrance on, seizure of, or restriction on the transfer or use of the Assets, and, to the Vendor's Knowledge, no such process has been initiated or is pending and no steps have been taken to obtain or register any such process.

5.6 Consents and Approvals.

Except for the Regulatory Approvals (including the Exchange Approval and any required PIF or Declaration clearances) as set out in Section 5.6 of the Vendor Disclosure Schedule, no consent, approval, waiver, authorization, notice or filing is required to be obtained by Vendor from, or to be given by Vendor to, or to be made by Vendor with, any Person (including any Government Entity), in connection with the execution, delivery and performance by Vendor or its Affiliates of this Agreement and the other Transaction Documents to which Vendor or its Affiliates are or will be a party, or the consummation of the Transaction. For greater certainty, this Section 5.6 addresses only consents, approvals, notices or filings relating to the transfer, ownership or use of the Assets, and does not relate to corporate, shareholder or other internal approvals of the Vendor, which are addressed exclusively in Section 4.4. For greater certainty, to the extent any release, discharge or termination of any Encumbrance is required in order for the Buyer to acquire the Assets free and clear of Encumbrances (other than Permitted Encumbrances), the delivery of the Vendor Loan Security Release and/or the Secured Party Releases (as applicable) satisfies such requirement, and no other third-party consent to the transfer of the Assets is required solely by reason of such Encumbrance.

5.7 Compliance with Law.

The Assets have been developed and maintained in compliance with applicable Law, except where non-compliance would not reasonably be expected to have a Material Adverse Effect with respect to the Vendor. In addition, the transfer of the Assets to the Buyer for the Buyer Asset

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Purpose as contemplated by this Agreement does not, and will not, violate applicable Law in any manner that would reasonably be expected to materially impair the Buyer's ownership, transfer or use of the Assets for the Buyer Asset Purpose.

5.8 [Intentionally Deleted]

5.9 Sanitization and No Third-Party/Confidentiality Restriction.

The Vendor has reviewed, curated and sanitized the Assets to remove any information that cannot be lawfully transferred to or used by the Buyer. The Assets do not include any information that is subject to third-party confidentiality obligations, data-use restrictions, licensing restrictions, privacy obligations or other contractual or legal limitations that would restrict transfer to or use by the Buyer; provided, however, that the absence of any such information does not and will not materially adversely affect the completeness, integrity or usability of the Assets for the Buyer Asset Purpose.

5.10 Sufficiency for Buyer Asset Purpose.

The Assets, as delivered to the Buyer at Closing, are complete, coherent and usable, and are sufficient in all material respects to permit the Buyer to use the Assets for the Buyer Asset Purpose, as contemplated by this Agreement, and do not omit or exclude any material component or category of information necessary to enable such use. For greater certainty, this Section 5.10 is a representation as to the condition and capability of the Assets as delivered, and does not constitute a representation or warranty that the Buyer will achieve any particular outcome or result through its use of the Assets

5.11 Intellectual Property.

The Vendor owns all right, title and interest in and to the Assets and has the full right and authority to transfer the Assets to the Buyer. The transfer and use of the Assets by the Buyer for the Buyer Asset Purpose does not infringe, misappropriate or otherwise violate the intellectual property or proprietary rights of any third party. Without limiting the foregoing: (a) all Intellectual Property comprised in the Assets that was created, developed, authored or contributed to by any current or former employee, consultant or contractor of the Vendor or Vendor Parent was created in the course of services for the Vendor and is owned by the Vendor, free and clear of all Encumbrances (other than Permitted Encumbrances); (b) no current or former employee, consultant or contractor of the Vendor retains any ownership interest in, or claim to, any Intellectual Property comprised in the Assets (including any Moral Rights), and no such Person has asserted in writing any claim to the contrary; (c) the Vendor has obtained (and has delivered to the Buyer at Closing) duly executed IP Assignment Agreements from each of the IP Employees; and (d) the Vendor has obtained (and has delivered to the Buyer at Closing) the Vendor Parent IP Assignment Agreement.

5.12 Tax Matters.

Except as set out in Section 5.12 of the Vendor Disclosure Schedule, all ad valorem, property, severance and similar Taxes and assessments based on the ownership of the Assets or the receipt of proceeds therefrom, payable by Vendor prior to the date hereof have been timely paid and discharged, in all material respects.

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5.13 No Withholding/No Carve-Back.

At Closing, the Vendor has delivered, or caused to be delivered, all materials comprising the Assets, in complete, organized and usable form, and no material component of the Assets has been withheld, omitted or excluded. Without limiting the foregoing, and without limiting Section 5.17 (Full Disclosure), the Vendor represents and warrants that it has provided to the Buyer all information, data and materials in the possession or control of the Vendor or any of its Affiliates that is directly and specifically related to the Assets and that the Vendor is permitted to disclose and transfer to the Buyer.

5.14 Quiet Enjoyment.

The Vendor has not granted any rights that would materially interfere with the Buyer's use of the Assets. The Buyer shall after Closing be entitled to hold and enjoy its interest in the Assets for its own use and benefit without any lawful interruption by any Person claiming by, through or under the Vendor or any of its Affiliates that would materially interfere with the Buyer's use of the Assets for the Buyer Asset Purpose.

5.15 Anti-Corruption; Anti-Money Laundering; Modern Slavery.

Neither Vendor nor, to Vendor's Knowledge, any director, officer, agent, employee or other Person authorized by it or any of its Affiliates to act on its behalf has: (a) directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any applicable provision of the United States Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), or any other similar applicable anti-corruption or anti-money laundering Applicable Laws of any jurisdiction; (d) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in each case related to this Agreement, the Transaction Documents or the Transaction; or (e) directly or indirectly taken any action, or failed to take any action, that would result in a violation of the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) or any other similar Applicable Laws of any jurisdiction related to slavery, servitude, forced labour, deceptive recruiting for labour or services, trafficking in persons, child labour, debt bondage or other slavery-like practices.

5.16 No Fraudulent Conveyance; Transfer at Undervalue.

The execution, delivery and performance of this Agreement and the consummation of the Transaction do not and will not constitute a fraudulent conveyance, fraudulent transfer, transfer at undervalue or preference under applicable Law, and the Vendor has received (and will receive) fair consideration reasonably equivalent to the value of the Assets.

5.17 Full Disclosure.

The Vendor has not knowingly omitted to disclose any material fact relating to the Assets that is necessary to make the representations and warranties in this Article 5, taken as a whole, not misleading. All written responses, written statements and written information provided by or on behalf of the Vendor or any of its Affiliates to the Buyer or its Representatives in connection with

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the Buyer's due diligence inquiries regarding the Assets were, when provided, true, correct and not misleading, and did not omit any fact necessary to make such written responses, written statements or written information not misleading in the context in which they were provided; provided that, solely for purposes of this Section 5.17, the foregoing shall also include the due diligence asset review session between representatives of the Parties held on or about February 16, 2026 (conducted by screen-share/virtual review), during which the Parties reviewed, opened and made available for access certain of the Assets online, together with any written follow-up or clarifications provided in connection with that session.

5.18 No Other Representations

Except for the representations and warranties expressly set forth in this Agreement, the Vendor makes no other representation or warranty, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Vendor, as of the Closing Date, as follows:

6.1 Organization and Good Standing.

Buyer has been formed, is validly existing and is in good standing under the Laws of British Columbia.

6.2 Corporate Authorization.

(a) Buyer has all requisite corporate or similar power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution and delivery of this Agreement and the other Transaction Documents, the performance of Buyer's obligations hereunder and thereunder and the consummation of the Transaction have been duly authorized by all necessary action of Buyer.

(b) The Transaction Documents to which Buyer is or will be a party have been or will be duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery of such Transaction Documents by each other Person that is or will be a party thereto, constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting the enforcement of creditors' rights generally or, as to enforceability, by general equitable principles.

6.3 Non-Contravention.

Assuming the receipt of all Regulatory Approvals, Buyer Approvals, the execution and delivery by Buyer of the Transaction Documents to which Buyer is or will be a party, the performance of the obligations of Buyer pursuant to such Transaction Documents and the consummation of the Transaction will not constitute or result in, a violation of or conflict with any of the Organizational

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Documents of Buyer or, assuming the receipt of all the Vendor Approvals, a breach or violation of, or a default under, any Law to which Buyer is subject.

6.4 Consents and Approvals.

The Buyer has obtained all approvals of the Exchange required under Applicable Securities Laws in connection with the Transaction, including the issuance of the Consideration Shares, and has obtained all corporate approvals required to authorize the execution, delivery and performance of this Agreement and the consummation of the Transaction, including approval by the Buyer Board (collectively, the "Buyer Approvals"). No other consent, approval, waiver, authorization, notice or filing is required to be obtained by the Buyer or any of its Affiliates from, or to be given by the Buyer or any of its Affiliates to, or to be made by the Buyer or any of its Affiliates with, any Person (including any Government Entity), in order to consummate the Transaction.

6.5 Litigation and Claims.

As of the date hereof, there is no civil, criminal or administrative Claim pending before any Government Entity or threatened, against Buyer or any Affiliate of Buyer, or any of their respective properties or assets.

6.6 Solvency.

There is no bankruptcy, insolvency, reorganization or receivership proceeding before any Government Entity pending against, being contemplated by or, to the knowledge of Buyer, threatened against Buyer.

6.7 Investment Canada Act Status.

Buyer is not a non-Canadian for purposes of the Investment Canada Act.

6.8 GST Registration.

Buyer is a registrant for the purposes of Part IX of the Excise Tax Act (Canada) and has a GST registration number which is [redacted].

6.9 Anti-Corruption; Anti-Money Laundering; Modern Slavery.

Neither Buyer nor any director, officer, agent, employee or other Person authorized by it or any of its Affiliates to act on its behalf has: (a) directly or indirectly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (b) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (c) violated or is in violation of any applicable provision of the United States Foreign Corrupt Practices Act of 1977 or the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), or any other similar applicable anti-corruption or anti-money laundering Applicable Laws of any jurisdiction; (d) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, in each case related to this Agreement, the Transaction Documents or the Transaction; or (e) directly or indirectly taken any action, or failed to take any action, that would result in a violation by such Person of the Fighting Against Forced Labour and Child Labour in Supply Chains Act (Canada) or any other similar applicable Laws of any jurisdiction related to slavery, servitude,

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forced labour, deceptive recruiting for labour or services, trafficking in persons, child labour, debt bondage or other slavery-like practices.

6.10 No Brokers or Finders.

There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Buyer or any of its Affiliates who is entitled to any fee or commission in connection with the Transaction for which Vendor or any of its Affiliates would be liable.

6.11 Principal.

Buyer is acquiring the Assets as principal for its own account and not on behalf or for the benefit of any other Person.

6.12 Public Filings.

The Buyer has filed all documents required to be filed under Applicable Securities Laws in each jurisdiction in which it is a reporting issuer (the "Public Disclosure Record"), and such Public Disclosure Record, as of their respective dates of filing, did not, contain any misrepresentation that would reasonably be expected to have a Material Adverse Effect in respect of the Buyer.

6.13 Financial Statements.

The financial statements of the Buyer included in its Public Disclosure Record: (a) have been prepared in accordance with IFRS, applied on a consistent basis; and (b) present fairly, in all material respects, the financial position of the Buyer as at the dates thereof.

6.14 No Material Adverse Effect.

Since the date of the most recent financial statements included in the Public Disclosure Record, there has not been any Material Adverse Effect in respect of the Buyer.

6.15 Compliance with Laws.

The Buyer is in compliance in all material respects with applicable Laws, including Applicable Securities Laws and the policies of the Exchange.

6.16 Issuance of Consideration Shares.

The Consideration Shares, when issued: (a) will be duly authorized and validly issued; (b) will be fully paid and non-assessable; and (c) will not be subject to any Encumbrances (other than Applicable Securities Laws restrictions).

6.17 Capitalization.

The authorized and issued share capital of the Buyer is as disclosed in the Public Disclosure Record, and no Person has any right to acquire securities of the Buyer except as disclosed therein.

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6.18 No Proceedings Affecting Shares.

There is no action, investigation or proceeding pending or, to the Knowledge of the Buyer, threatened that would reasonably be expected to: (a) materially affect the Buyer's business; or (b) adversely affect the issuance, listing or value of the Consideration Shares.

6.19 Reporting Issuer.

The Buyer is a reporting issuer in good standing in each jurisdiction where required and its common shares are listed and posted for trading on the Exchange, and the Buyer is not in default of the policies of the Exchange.

6.20 No Misleading Information.

The Buyer has not knowingly omitted to disclose any material fact that is necessary to make the representations and warranties in this Article 6, taken as a whole, not misleading.

ARTICLE 7

STANDSTILL AGREEMENTS

7.1 Acknowledgement of Existing Standstill Agreements.

The Buyer and the Vendor acknowledge and agree that, in connection with the Buyer's private placement of securities completed prior to the Closing, each of the Vendor Individuals has entered into Existing Standstill Agreements. The Parties further acknowledge that such Existing Standstill Agreements have been duly executed by the Vendor Individuals prior to the Closing and are in full force and effect as of the Closing Date.

7.2 Execution by Vendor; Covenant to Comply.

At the Closing, the Vendor shall execute and deliver its Standstill Agreement and shall cause the Vendor Parent to execute and deliver its Standstill Agreement. From and after the Closing, the Vendor covenants and agrees that it shall comply in all respects with the Standstill Agreements to which it is a party and shall cause the Vendor Parent to comply in all respects with the Standstill Agreements to which the Vendor Parent is a party, and the Vendor shall use commercially reasonable efforts to cause each other member of the Vendor Group to comply in all respects with the Standstill Agreements, to the extent applicable.

7.3 Breach.

The Vendor shall be responsible for any breach of the Standstill Agreements or this Agreement by the Vendor and, to the extent the Vendor has the ability to cause compliance, by any other member of the Vendor Group, and any such breach shall be deemed to be a breach by the Vendor for all purposes of this Agreement, regardless of whether the Vendor is a direct party to such breach or to the applicable Standstill Agreement.

7.4 No Re-Execution or Delivery Required for Other Parties.

For certainty, except for the Vendor and the Vendor Parent Standstill Agreements required to be delivered as expressly provided in Section 7.2, the Existing Standstill Agreements are not required to be re-executed or delivered at the Closing by any Person who is already a party thereto, and the effectiveness of this Agreement is not conditional upon the execution of any Standstill

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Agreement by any Person other than the Vendor and the Vendor Parent at or following the Closing.

7.5 Survival and Independent Effect.

The obligations of the Vendor and the Vendor Group under this Article 7 shall survive the Closing. Nothing in this Agreement shall be construed to limit, replace or otherwise affect the independent enforceability of the Standstill Agreements in accordance with their terms.

ARTICLE 8

DIRECTOR NOMINATION AND APPOINTMENT

8.1 Nomination and Appointment of Vendor Nominee.

At or promptly following the Closing, provided no objection from the Exchange has been delivered to the Buyer, the Buyer shall cause the Buyer Board to appoint the Vendor Nominee to serve as a director of the Buyer, subject to and in accordance with:

(a) applicable Laws;
(b) the Buyer's Organizational Documents and governance policies; and
(c) the rules, policies and requirements of the Exchange.

The Parties acknowledge and agree that the Vendor Nominee's appointment is intended to be effective as soon as practicable following Closing, and that the Buyer Board shall act in good faith and shall take commercially reasonable steps to give effect to such appointment in accordance with this Section 8.1.

8.2 Conditions to Appointment.

The appointment of the Vendor Nominee pursuant to Section 8.1 shall be subject to:

(a) the Vendor Nominee satisfying all customary eligibility, background, residency, independence and personal information requirements applicable to directors of the Buyer;
(b) the Vendor Nominee completing, executing and delivering, or causing to be delivered, all personal information forms, questionnaires, authorizations and consents required by the Exchange or applicable securities Laws, including the PIF or Declaration, within the timeframes prescribed by the Exchange; and
(c) the receipt of any required acceptance, clearance or approval of the Exchange.

The Buyer shall be entitled to rely on the accuracy and completeness of the information provided by the Vendor Nominee in connection with any PIF or Declaration.

8.3 Nomination for Shareholder Election.

Subject to the Vendor Nominee continuing to be eligible and willing to serve as a director of the Buyer, and subject to applicable Law and Exchange requirements, the Buyer Board shall take commercially reasonable steps to nominate the Vendor Nominee by the shareholders of the Buyer

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at the next annual general meeting of shareholders of the Buyer following Closing, anticipated to occur prior to December 31, 2026.

For greater certainty, the Buyer Board retains full discretion with respect to the composition of the slate of directors recommended to shareholders, and nothing in this Agreement shall obligate the Buyer Board to recommend any nominee (other than the Vendor Nominee), or prevent the Buyer Board from withdrawing such nomination, if, on the advice of legal counsel, such action shall reasonably constitute a breach of its fiduciary duties.

8.4 Board Composition; Fiduciary Duties.

The Parties acknowledge and agree that:

(a) as of or promptly following Closing, it is anticipated that the Buyer Board shall be comprised of five (5) directors, being the four (4) directors serving as of the date hereof together with the Vendor Nominee;

(b) the Vendor Nominee, if appointed or elected, shall, when acting in the Vendor Nominee's capacity as a director of the Buyer, owe fiduciary duties solely to the Buyer, and not to the Vendor or any of its Affiliates, including the Vendor Parent; and

(c) nothing in this Agreement shall limit, restrict or fetter the exercise by the Buyer Board or any director thereof of their fiduciary duties under applicable Law.

8.5 No Guaranteed Tenure; Removal; Resignation.

Nothing in this Agreement shall:

(a) guarantee the Vendor Nominee any minimum term of service as a director of the Buyer;

(b) restrict the ability of the Buyer or its shareholders to remove the Vendor Nominee in accordance with applicable Law; or

8.6 No Compensation Commitment.

Except as may be separately determined by the Buyer Board in accordance with the Buyer Organizational Documents and applicable Law, nothing in this Agreement obligates the Buyer to pay any compensation, equity or other remuneration to the Vendor Nominee in connection with his service as a director of the Buyer Board.

8.7 Effect of Closing.

The provisions of this Article 8 are intended to be effective as of the Closing and, to the extent not fully performed at the Closing, shall continue to apply thereafter solely as necessary to give effect to the appointment and nomination mechanics expressly contemplated herein.

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ARTICLE 9

POST-CLOSING COVENANTS

From and after the Closing, the Parties covenant and agree as follows, it being understood that all covenants in this Article 9 relate solely to the Assets and the Transaction and shall not be construed as imposing any obligation with respect to the ownership, operation, development or conduct of any business of the Vendor or any of its Affiliates:

9.1 Confidentiality.

(a) General Confidentiality. Except as otherwise expressly permitted under this Agreement, from and after the Closing, each Party shall keep confidential and shall not disclose to any third party any Confidential Information of the other Party obtained in connection with the Transaction or the Assets, and shall use such Confidential Information solely for the purposes contemplated by this Agreement. Notwithstanding the foregoing, a Party may disclose Confidential Information to its Representatives who need to know such information for legal, accounting, audit, tax, regulatory, financing, compliance or other bona fide business purposes, provided that such Party shall be responsible for any breach of this Agreement by its Representatives.

(b) Proprietary Information – Restriction on Vendor. Without limiting Section 9.1(a), the Vendor covenants and agrees that, from and after the Closing, neither the Vendor nor any of its Affiliates shall, directly or indirectly, disclose, use, exploit, commercialize or make available to any Person any Proprietary Information comprised in the Assets, except as expressly permitted under this Agreement or as required by applicable Law. The Vendor acknowledges that the Proprietary Information comprised in the Assets is owned exclusively by the Buyer as of Closing.

(c) Buyer Disclosure Carve-Out. Further notwithstanding the foregoing, nothing in this Agreement shall restrict the Buyer from disclosing information relating to the Assets or the Transaction to the extent required or reasonably necessary to comply with Applicable Securities Laws, accounting standards, or continuous disclosure obligations, or in connection with the preparation and dissemination of public disclosure documents, press releases, investor presentations, financial statements or other disclosures customarily made by a reporting issuer, provided that such disclosures shall not include disclosure of the Assets themselves except to the extent required by applicable Law.

(d) Permitted Post-Closing Engagements. For greater certainty, nothing in this Agreement shall prohibit the Buyer from engaging the Vendor or any of its Affiliates, following the Closing, to provide engineering, consulting or other services, provided that any such engagement shall not confer on the Vendor any ownership interest in, or rights to use or exploit, the Assets or the Proprietary Information except as expressly agreed in writing by the Buyer.

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(e) Retained Materials. Any materials retained by the Vendor pursuant to this Agreement or as required by applicable Law shall remain subject at all times to the confidentiality obligations set out herein and any applicable confidentiality agreement between the Parties, and shall not be disclosed or used by the Vendor for any purpose other than as expressly permitted herein or as required by applicable Law.

(f) Residual Knowledge. Notwithstanding anything to the contrary in this Agreement, nothing herein shall restrict the Vendor or its Affiliates from using general knowledge, skill and experience retained in the unaided memory of its personnel, provided that no Confidential Information is disclosed in violation of this Agreement.

9.2 Retention of Assets.

(a) Following the Closing, the Buyer shall retain copies of the materials comprising the Assets for so long as required by applicable Law or for so long as any representation, warranty or indemnity under this Agreement remains capable of being asserted.

(b) From and after the Closing, the Vendor may retain copies of materials comprising the Assets solely to the extent required by applicable Law, for Tax reporting purposes, or for the prosecution or defence of any claim arising under this Agreement, provided that any such retained copies remain subject to confidentiality obligations, provided that any such retained copies shall remain subject at all times to the confidentiality obligations set out in this Agreement and any applicable confidentiality agreement between the Parties, and shall not be disclosed or used for any other purpose.

(c) For greater certainty, nothing in this Agreement restricts the Vendor from: (a) using general methodologies, processes, know-how or concepts; or (b) conducting business in the same or similar fields, in each case subject to Section 9.1(b) and provided in all cases that no Confidential Information is used or disclosed.

9.3 Tax Matters.

(a) Purchase Price Allocation. The Parties acknowledge that no specific allocation of the Purchase Price among the Assets has been agreed for Tax purposes. Each Party shall determine and report its own Tax treatment of the Transaction in accordance with applicable Law, or as may be required in accordance with Section 0).

(b) Transfer Taxes. Any amounts payable by Buyer pursuant to this Agreement do not include any transfer, sales, use, documentary, stamp or similar Taxes (collectively, "Transfer Taxes"), including any applicable goods and services tax or harmonized sales tax. Except as expressly provided herein, any Transfer Taxes arising in connection with the consummation of the Transaction shall be borne by Buyer. The Parties shall reasonably cooperate to minimize any such Transfer Taxes to the extent permitted by applicable Law.

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(c) GST Election. To the extent the transfer of the Assets qualifies as a supply of a business or part of a business for purposes of section 167 of the Excise Tax Act (Canada), the Vendor and the Buyer shall, at the request of the Buyer, jointly make the election provided for in subsection 167(1) of the Excise Tax Act (Canada). The Buyer shall file such election within the prescribed time and shall provide the Vendor with reasonable evidence of such filing.

(d) Tax Cooperation. Each Party shall reasonably cooperate with the other in connection with the preparation and filing of any Tax elections, returns or other documentation required to be filed in connection with the Transaction, provided that such cooperation shall not require either Party to incur material cost or expense.

(e) No Other Tax Obligations. Except as expressly set out in this Agreement, nothing herein shall impose on either Party any obligation with respect to the Taxes of the other Party or of any other Person.

9.4 Insider and Joint Actor and Standstill Covenants.

(a) Standstill Governs Securities Conduct. The Parties acknowledge and agree that the Standstill Agreements govern the conduct of the Vendor and the Vendor Group with respect to the ownership, acquisition, disposition and voting of securities of the Buyer. Nothing in this Agreement is intended to amend, modify, supersede or waive any provision of the Standstill Agreements, which shall continue in full force and effect in accordance with their terms.

(b) No Joint Actor or Insider Status. Without limiting the Standstill Agreements, from and after the Closing Date, the Vendor shall not, and shall cause each member of the Vendor Group not to, take any action or enter into any agreement, arrangement or understanding (whether formal or informal) that would reasonably be expected to cause the Vendor or any member of the Vendor Group to be considered, alone or together with any other Person, an “insider”, “control person”, “promoter” or “joint actor” of the Buyer within the meaning of Applicable Securities Laws, except as expressly permitted under the Standstill Agreements or Applicable Securities Laws. Notwithstanding the foregoing, nothing in this Section 9.4 shall be construed as preventing the Vendor Nominee or any member of the Vendor Group, as applicable, from becoming an insider of the Buyer solely by virtue of such Person’s appointment or election as a director or officer of the Buyer, in each case subject to Applicable Securities Laws and Exchange acceptance.

(c) No Acting Jointly or In Concert. Without limiting the generality of the foregoing, and for greater certainty, nothing in this Agreement, the Transaction, or any post-Closing commercial relationship between the Parties shall be construed as evidence of the Vendor or the Vendor Group acting jointly or in concert with the Buyer within the meaning of Applicable Securities Laws.

(d) Permitted Commercial Engagements. For greater certainty, the Parties acknowledge and agree that the provision of engineering, consulting or other

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services by the Vendor or any of its Affiliates to the Buyer following the Closing pursuant to bona fide commercial arrangements, and communications reasonably necessary to perform such services or to comply with applicable Laws, shall not, in and of themselves, constitute acting jointly or in concert with the Buyer or otherwise give rise to insider, control person or joint actor status.

(e) No Governance of Capital Markets Influence. Except as expressly permitted under the Standstill Agreements, Applicable Securities Laws to the extent they do not conflict with the Standstill Agreements, this Agreement with respect to the Vendor Nominee, or as expressly consented to in writing by the Buyer, neither the Vendor nor any member of the Vendor Group shall seek to influence or participate in the Buyer's financing, capital structure, securities issuance decisions or capital markets activities, or coordinate with any other securityholder of the Buyer in respect of the voting or disposition of securities of the Buyer.

(f) No Limitation on Standstill Remedies. Any breach of the Standstill Agreements shall be governed exclusively by the terms thereof, and nothing in this Agreement shall limit or affect any rights or remedies available to the Buyer under the Standstill Agreements, Applicable Securities Laws or at law.

9.5 No Implied Obligations.

For greater certainty, nothing in this Agreement shall be construed as: (a) obligating the Buyer to develop, commercialize or exploit the Assets; (b) obligating the Vendor or any member of the Vendor Group to provide ongoing services except as expressly agreed in writing or set forth herein; or (c) creating any partnership, joint venture or fiduciary relationship between the Parties.

9.6 Cooperation Regarding Claims Affecting the Assets.

If, after Closing, the Buyer becomes aware of any Claim, Encumbrance, order, judgment, writ, execution, garnishment, bankruptcy/insolvency proceeding, or other matter existing as of the Closing Date that purports to affect the Assets or the transfer of the Assets to the Buyer, the Vendor shall, and shall cause its Affiliates to, promptly provide such cooperation and assistance as the Buyer may reasonably request to address such matter, including providing relevant information, executing affidavits and instruments, and supporting applications for discharges, releases, withdrawals, vacatures or corrective filings (including Personal Property Security Act (Alberta) (or equivalent in any jurisdiction) discharges and related registrations/financing statement amendments), in each case at the Vendor's cost (except to the extent such matter is caused by the Buyer or any of its Affiliates).

9.7 Further Assurances.

Each Party shall, from time to time after the Closing and without further consideration, execute and deliver such further documents and instruments and take such further actions as may be reasonably necessary to give effect to the transfer of the Assets contemplated by this Agreement, provided that: (a) no Party shall be required to incur material cost or expense; (b) no Party shall be required to undertake any operational, development, commercialization, financing or capital markets activities; and (c) nothing in this Section 9.7 shall be construed as requiring or permitting

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any action that would be inconsistent with the Standstill Agreements, Applicable Securities Laws or the policies, rules or requirements of the Exchange.

ARTICLE 10

SURVIVAL; INDEMNIFICATION; CERTAIN REMEDIES

10.1 Survival.

(a) The representations and warranties in Sections 4.1 (Organization and Good Standing), 4.2 (Corporate Authorization), 4.3 (Non-Contravention), 4.6 (Solvency), 4.12 (No Brokers or Finders), 5.1 (Ownership of Assets), 5.9 (Sanitization and No Third-Party/Confidentiality Restriction), 6.1 (Organization and Good Standing), 6.2 (Corporate Authorization), 6.3 (Non-Contravention), 6.6 (Solvency), 6.10 (No Brokers or Finders) and 6.16 (Issuance of Consideration Shares) (collectively, the "Fundamental Representations") shall survive the Closing for a period of thirty-six (36) months from the Closing Date, at which time they will terminate (and no Claims with respect to such representations and warranties shall be made for indemnification thereafter).

(b) All other representations and warranties in this Agreement shall survive the Closing for a period of twelve (12) months from the Closing Date, at which time they will terminate (and no Claims with respect to such representations and warranties shall be made for indemnification thereafter).

(c) All covenants and agreements that by their terms apply or are to be performed in whole or in part after the Closing shall survive for the period provided in such covenants and agreements, if any, or until fully performed. The period during which any representation, warranty, covenant or agreement survives pursuant to this Section 10.1 is referred to herein as the "Survival Period" applicable to such representation, warranty, covenant or agreement.

(d) Notwithstanding the foregoing, any representation, warranty, covenant or agreement that would otherwise terminate shall survive to the extent of any Losses arising out of or in connection with a breach thereof for which written notice is given prior to the end of the applicable Survival Period, until such Losses are finally resolved and paid.

(e) The Survival Periods specified herein are measured from the Closing Date.

10.2 Indemnification by Vendor.

Subject to the limitations set forth in Section 10.4, Vendor hereby agrees that, from and after the Closing, it shall be liable to Buyer for and shall, in addition, indemnify, defend and hold harmless, without duplication, Buyer, its Affiliates and their respective directors, officers, shareholders, partners, trustees and employees and their heirs, successors and permitted assigns, each in their capacity as such (collectively, the "Buyer Indemnified Parties"), from and against any and all Losses suffered or incurred by any of the Buyer Indemnified Parties, to the extent arising out of or in connection with:

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(a) any breach of any representation or warranty made by Vendor in Article 4 or Article 5 for the applicable Survival Period of such representation or warranty; and
(b) any breach by Vendor or any of its Affiliates of any covenant or agreement made by Vendor in this Agreement for the applicable Survival Period of such covenant or agreement.

The indemnity provided by the Vendor hereunder shall not extend to:
(c) any breach by Buyer, its Affiliates or Representatives of any of the terms and provisions of this Agreement; or
(d) the fraud, wilful misconduct, wilful violation of applicable Laws, wilful breach of fiduciary duty, negligence or wrongful act or omission by the Buyer, its Affiliates or Representatives to the extent such conduct caused the Losses for which indemnification is sought.

For greater certainty, the indemnification obligations of the Vendor under this Article 10 shall bind the Vendor and its successors and permitted assigns, and shall continue in full force and effect following any change of control of the Vendor, whether by amalgamation, merger, share sale or other transaction, within the applicable Survival Period.

10.3 Indemnification by Buyer.

Subject to the limitations set forth in Section 10.4, Buyer hereby agrees that, from and after the Closing, it shall be liable to Vendor for and shall, in addition, indemnify, defend and hold harmless, without duplication, Vendor, its Affiliates and their respective directors, officers, shareholders, partners, trustees and employees and their heirs, successors and permitted assigns, each in their capacity as such (the "Vendor Indemnified Parties" and, collectively with the Buyer Indemnified Parties, the "Indemnified Parties"), from and against any and all Losses suffered or incurred by any of the Vendor Indemnified Parties, to the extent arising out of or in connection with:

(a) any breach of any representation or warranty made by Buyer in Article 6 for the applicable Survival Period of such representation or warranty;
(b) any breach by Buyer or any of its Affiliates of any covenant or agreement made by Buyer in this Agreement for the applicable Survival Period of such covenant or agreement; and
(c) any Transfer Taxes for which Buyer is responsible pursuant to Section 9.3(b).

The indemnity provided by the Buyer hereunder shall not extend to:
(d) any breach by Vendor, its Affiliates or Representatives of any of the terms and provisions of this Agreement; or
(e) the fraud, wilful misconduct, wilful violation of applicable Laws, wilful breach of fiduciary duty, negligence or wrongful act or omission by the Vendor, its Affiliates or Representatives to the extent such conduct caused the Losses for which indemnification is sought.

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For greater certainty, the indemnification obligations of the Buyer under this Article 10 shall bind the Buyer and its successors and permitted assigns, and shall continue in full force and effect following any change of control of the Buyer, whether by amalgamation, merger, share sale or other transaction, within the applicable Survival Period.

10.4 Limitations.

(a) Except with respect to Losses arising out of any breach of the Vendor's Fundamental Representations, or any willful breach or fraud of the Vendor or any of its Affiliates, the Vendor shall not be liable to the Buyer Indemnified Parties for any Losses pursuant to Section 10.2(a) unless and until the aggregate amount of all such Losses exceeds $50,000 (the "Tipping Basket"), after which the Vendor shall be liable for all such Losses, including the amount of the Tipping Basket. For greater certainty, the Tipping Basket shall apply only once and shall not reset.

(b) The Vendor's aggregate liability to the Buyer Indemnified Parties for Losses arising out of any breach of the Vendor's Fundamental Representations pursuant to Section 10.2(a) shall not exceed the Purchase Price.

(c) Except with respect to Losses arising out of any breach of the Vendor's Fundamental Representations, or any willful breach or fraud of the Vendor or any of its Affiliates, the Vendor's aggregate liability to the Buyer Indemnified Parties for Losses pursuant to Section 10.2(a) shall not exceed $260,000.

(d) Notwithstanding anything to the contrary herein, no Buyer Indemnified Party or Vendor Indemnified Party shall be entitled to indemnification or reimbursement under any provision of this Agreement for any amount to the extent any Buyer Indemnified Party or Vendor Indemnified Party, as the case may be, has been reimbursed for such amount under any other provision of this Agreement.

(e) Notwithstanding anything to the contrary herein, in no event shall any Party be liable under this Article 10 for any exemplary, punitive, special, consequential or indirect damages, including lost profits or diminution of value or any loss of goodwill or possible business after the Closing, whether actual or prospective, except to the extent any such damages are included in any Third-Party Claim against an Indemnified Party for which such Indemnified Party is entitled to indemnification under this Agreement.

(f) Each Indemnified Party shall use commercially reasonable efforts to mitigate such Indemnified Party's respective Losses upon and promptly after becoming aware of any event or condition that would reasonably be expected to give rise to any Losses that are indemnifiable hereunder. In the event an Indemnified Party fails to so mitigate an indemnifiable Loss, the Indemnifying Party shall have no liability for any portion of such Loss that reasonably could have been avoided had the Indemnified Party made such reasonable efforts. Without limiting the generality of the foregoing, after an Indemnified Party acquires knowledge of any fact or circumstance that results in or would reasonably be expected to result in an indemnifiable Loss or a Third-Party Claim for which the Indemnifying Party may be

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required to indemnify such Indemnified Party, such Indemnified Party shall notify the Indemnifying Party promptly and implement such commercially reasonable actions as the Indemnifying Party shall reasonably request in writing for the purposes of mitigating the possible Losses arising therefrom, provided that any funds to be expended in connection with such actions shall be paid for by the Indemnifying Party within 30 days of receipt of an invoice (with reasonable details) therefor, and subject to the limitations set forth in this Section 10.4.

10.5 Third-Party Claim Indemnification Procedures.

(a) In the event that any written claim or demand for which an Indemnifying Party may have liability to any Indemnified Party hereunder is asserted against or sought to be collected from any Indemnified Party by a Third Party (other than those relating to Taxes, which are the subject of Section 9.3) (a “Third-Party Claim”), such Indemnified Party shall promptly, but in no event more than ten (10) Business Days following such Indemnified Party’s receipt of a Third-Party Claim, notify the party or parties from whom indemnification is sought (collectively, the “Indemnifying Party”) in writing of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable (which estimate shall not be conclusive of the final amount of such Third-Party Claim), any other remedy sought thereunder, any relevant time constraints relating thereto and, to the extent practicable, any other material details pertaining thereto (a “Claim Notice”). However, the failure to give prompt notice will not affect the rights or obligations of the Indemnifying Party except and only to the extent that, as a result of such failure, the Indemnifying Party was prejudiced by such failure. The Indemnifying Party shall have fifteen (15) Business Days (or such lesser number of days set forth in the Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (the “Notice Period”) to notify the Indemnified Party that it desires to defend the Indemnified Party against such Third-Party Claim.

(b) In the event that the Indemnifying Party notifies the Indemnified Party within the Notice Period that it desires to defend the Indemnified Party against a Third-Party Claim, the Indemnifying Party shall have the right to defend the Indemnified Party by appropriate proceedings and shall have the sole power to direct and control such defence at its expense. Once the Indemnifying Party has duly assumed the defence of a Third-Party Claim, the Indemnified Party shall have the right, but not the obligation, to participate in any such defence and to employ a single separate counsel of its choosing. The Indemnified Party shall participate in any such defence at its expense unless the Indemnifying Party and the Indemnified Party are both named parties to the proceedings and the Indemnified Party shall have reasonably concluded, based on the advice of outside counsel, that representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case the Indemnified Party shall participate in such defence and employ separate counsel at the Indemnifying

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Party's expense. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim if such settlement: (i) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all liability in respect of such Third-Party Claim; or (ii) would result in: (A) the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Party or any of its Affiliates; or (B) a finding or admission of a violation of Law, wrongdoing or violation of the rights of any Person by the Indemnified Party or any of its Affiliates. Subject to the foregoing, the Indemnifying Party may settle, compromise or offer to settle or compromise any Third-Party Claim in its discretion without obligation to first obtain the consent of the Indemnified Party.

(c) The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defence of a Third-Party Claim, including by providing access to each other's relevant business records and other documents and employees.

(d) The Indemnified Party and the Indemnifying Party shall use commercially reasonable efforts to avoid production of Confidential Information (consistent with applicable Law) and to cause all communications among employees, counsel and others representing any party to a Third-Party Claim to be made so as to preserve any applicable solicitor-client or litigation privileges. For the avoidance of doubt, nothing in this Section 10.5 shall be construed as a waiver by an Indemnified Party or an Indemnifying Party of any privilege, including any privilege associated with separate counsel as described herein.

10.6 Payments.

The Indemnifying Party shall pay all amounts payable pursuant to this Article 10, by wire transfer of immediately available funds, promptly following receipt from an Indemnified Party of notice of a Loss that is the subject of indemnification hereunder, together with all accompanying reasonably detailed back-up documentation, unless the Indemnifying Party in good faith disputes the Loss, in which event it shall so notify the Indemnified Party (provided that, in the event of a good faith dispute with respect to a Loss, the Indemnifying Party shall promptly pay the portion of such Loss, if any, that is not subject to dispute). In any event, the Indemnifying Party shall pay to the Indemnified Party, by wire transfer of immediately available funds, the amount of any Loss for which it is liable hereunder no later than 30 days following any final determination of such Loss and the Indemnifying Party's liability therefor. A "final determination" shall exist when: (a) the parties to the dispute have reached an agreement in writing; (b) a court of competent jurisdiction has entered a final and non-appealable order or judgment; or (c) an arbitration or like panel has rendered a final non-appealable determination with respect to disputes the parties to such dispute have agreed to submit thereto.

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10.7 Adjustment to Purchase Price for Tax Purposes.

All payments made by an Indemnifying Party to an Indemnified Party in respect of any Claim pursuant to Section 10.2 or Section 10.3 hereof shall be treated as adjustments to the Purchase Price for Tax purposes, to the maximum extent permitted by Law.

10.8 Adjustment to Losses.

(a) In calculating the amount of any Loss, the proceeds received or reasonably expected to be received by the Buyer Indemnified Parties or the Vendor Indemnified Parties, as the case may be, under any insurance policy or pursuant to any Claim, recovery, settlement or payment by or against any other Person in respect of such Loss shall be deducted. The Indemnified Party shall use its commercially reasonable efforts to recover under insurance policies or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.

(b) In the event that an Indemnified Party has any rights against a Third Party with respect to any occurrence, Claim or Loss that results in a payment by an Indemnifying Party under this Article 10, such Indemnifying Party shall be subrogated to such rights to the extent of such payment; provided that until the Indemnified Party recovers full payment of the Loss, any and all claims of the Indemnifying Party against any such Third Party on account of said indemnity payment are hereby expressly made subordinate and subject in right of payment to the Indemnified Party's rights against such Third Party. Each Indemnified Party and Indemnifying Party shall duly execute upon request all instruments reasonably necessary to evidence and perfect the subrogation and subordination rights detailed herein, and otherwise reasonably cooperate in the prosecution of such claims.

(c) If an Indemnified Party recovers an amount from a Third Party in respect of a Loss that is the subject of indemnification hereunder after all or a portion of such Loss has been paid by an Indemnifying Party pursuant to this Article 10, the Indemnified Party shall promptly remit to the Indemnifying Party the amount, if any, by which the sum of the amount paid by the Indemnifying Party to such Indemnified Party in respect of such Loss plus the amount received from the Third Party in respect thereof exceeds the full amount of the Indemnifying Party's portion of such Loss.

(d) In calculating the amount of any Loss, there shall be deducted an amount equal to any Tax benefit (including the utilization of a Tax loss or Tax credit resulting from such Loss that is carried forward) resulting from such Loss for the Party claiming such Loss.

(e) If any amount payable under Section 10.3 is subject to Tax, the payment shall be increased as may be necessary so that the relevant Indemnified Party will receive a net amount (after deducting such Taxes) equal to the amount otherwise payable under Section 10.3.

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10.9 Remedies; Exclusive Remedy.

Except in the case of fraud and as otherwise provided in Section 11.9, from and after the Closing: (a) the rights and remedies under this Article 10 are exclusive and in lieu of any and all other rights and remedies that the Vendor Indemnified Parties may have against Buyer or the Buyer Indemnified Parties may have against Vendor with respect to the breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement; (b) the remedies expressly provided in this Agreement shall constitute the sole and exclusive basis for and means of recourse between the Parties with respect to the Transaction; and (c) each of Vendor and Buyer, respectively, from and after the Closing, expressly waives any and all other rights, remedies and causes of action it or its Affiliates may have against the other Party, now or in the future under any Law (including any right on the part of any Party to rescind this Agreement, any of the other Transaction Documents or the Transaction) with respect to the breach of any representation or warranty or any failure to perform any covenant or agreement set forth in this Agreement. For greater certainty, no Indemnified Party shall be entitled to duplicate recovery for the same Losses, and no Party shall be liable for punitive, exemplary, special or consequential damages, except to the extent actually awarded to a third party in connection with a Third-Party Claim indemnifiable hereunder.

Notwithstanding the foregoing, no investigation, review or other due diligence conducted by or on behalf of any Party (whether before or after Closing), and no knowledge acquired (or capable of being acquired) by any Party (whether before or after Closing), shall limit or qualify any representation, warranty, covenant or agreement of the other Party in this Agreement or prejudice, limit or qualify any right or remedy expressly provided under this Agreement, provided, however, that no Party shall be entitled to indemnification or other monetary recovery for any Losses to the extent such Losses arise from a breach of a representation or warranty and, as of the Closing, the Indemnified Party (in the case of the Buyer, any member of the Buyer Knowledge Group and in the case of the Vendor, any member of the Vendor Knowledge Group) had Actual Knowledge of such breach. For the purposes hereof, "Actual Knowledge" means the actual knowledge of any one or more of the individuals so identified, without independent inquiry. Nothing in this paragraph limits any claim based on fraud or any Party's right to seek equitable relief as expressly provided herein. For greater certainty, the limitations, procedures, Tipping Basket, Cap, Survival Periods and other provisions of this Article 10 shall apply to any claim for indemnification hereunder, other than any claim based on fraud (to the extent such claim is not subject to such limitations under applicable Law and this Agreement).

The Parties acknowledge that neither is relying on any representation or warranty other than the express representations and warranties set forth in this Agreement.

10.10 No Waiver by Due Diligence; After Closing Delivery

Subject to Section 10.9, no investigation, review or other due diligence conducted by or on behalf of the Buyer (whether before or after Closing), and no knowledge acquired (or capable of being acquired) by the Buyer (whether before or after Closing), shall (a) limit or qualify any representation, warranty, covenant or agreement of the Vendor in this Agreement, or (b) prejudice, limit or qualify any right or remedy of the Buyer in respect of any breach of this Agreement. The Parties acknowledge that any breach of any representation or warranty that is discovered after

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Closing shall be treated as a breach for all purposes of this Agreement, subject to the applicable Survival Periods and the other terms of this Article 10.

10.11 Tax Indemnification.

To the extent that Vendor or Buyer may be liable for indemnification for any Taxes under both Section 9.3 and this Article 10, Vendor or Buyer, as applicable, shall only be liable under Section 9.3.

10.12 Limitations Act.

An obligation under this Agreement to provide written notice of a Claim within the applicable Survival Period and in a manner specified under this Agreement is intended by the Parties as a limitation of liability that represents a fair and equitable allocation of the risks and liabilities that each Party has agreed to assume in connection with the subject matter of this Agreement and is not an agreement to reduce any applicable limitation period within the provision of subsection 7(2) of the Limitations Act (Alberta).

ARTICLE 11 MISCELLANEOUS

11.1 Notices.

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (return receipt requested); or (c) on the date sent by email if sent during normal business hours of the recipient or on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to Vendor and Buyer, respectively, at the following addresses or email addresses (or at such other address or email address for such Party as shall be specified for such purpose in a notice given in accordance with this Section 11.1):

If to Vendor:

CDL Biofuels Limited

with a copy to:

with a copy (which shall not constitute notice) to:

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If to Buyer:

Cielo Waste Solutions Corp.
with a copy to:
Email: [email protected]
Attention: Ryan C. Jackson
with a copy (which shall not constitute notice) to:
ECS Law
600 Crowfoot Crescent NW, Suite 340,
Calgary, AB T3G 0B4
Email: [email protected]
Attention: Antonina Szaszkiewicz

11.2 Amendment; Waiver.

Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by each Party, or in the case of a waiver, by the Party against whom the waiver is to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law except as otherwise specifically provided in Article 10.

11.3 Binding Effect; Assignment.

This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that a Party may assign this Agreement, in whole or in part and without the consent of the other Party, to any Affiliate of the Party or in connection with any internal reorganization, amalgamation, merger or consolidation of the Party, or any sale of all or substantially all of the Party's assets or business, provided that such assignment does not relieve the Party of its obligations hereunder. For greater certainty: (a) any change of control of a Party shall not, in and of itself, constitute an assignment of this Agreement; and (b) this Agreement, including the obligations of the Vendor under Article 7, Article 9 and Article 10, shall continue to bind the Vendor following any change of control and shall be binding upon any successor, acquirer or resulting entity of the Vendor, whether by amalgamation, merger, share sale or other transaction. Any purported assignment in violation of this Section shall be null and void.

11.4 Third Party Beneficiaries.

Subject to the provisions of Article 10 (provided, however, any Claim for indemnity hereunder on behalf of a Vendor Indemnified Party or a Buyer Indemnified Party must be made and

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administered by a Party) and Section 11.3, this Agreement is solely for the benefit of Vendor and its successors and permitted assigns with respect to the obligations of Buyer under this Agreement, and Buyer and its successors and permitted assigns with respect to the obligations of Vendor under this Agreement, and this Agreement shall not be deemed to confer upon or give to any other Third Party any remedy, claim, liability, reimbursement, cause of action or other right. Except as set forth in the immediately preceding sentence, nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

11.5 No Merger.

There shall not be any merger of any of the covenants, representations, warranties and indemnities contained in this Agreement or in any of the Transaction Documents, at or after Closing, notwithstanding any rule of law, equity or statute to the contrary and such rules are hereby waived. Each Party will have full right of substitution and subrogation in and to all covenants and warranties by Third Parties previously given or made in respect of the Assets or any part thereof to the extent the provisions of the contracts or other arrangements with the Third Parties so permit. For greater certainty, any breach of any representation or warranty that is discovered after Closing shall be treated as a breach for all purposes of this Agreement, subject to the applicable Survival Periods and the other terms of Article 10.

11.6 Entire Agreement.

This Agreement (together with the Schedules and the other Transaction Documents) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings and discussions, whether oral or written, between the Parties. Without limiting the generality of the foregoing, effective upon the execution and delivery of this Agreement, the LOI is hereby terminated and shall be of no further force or effect, except for those provisions of the LOI that expressly survive termination by their terms, and no representation, warranty, covenant or agreement made in the LOI shall survive the execution of this Agreement or give rise to any claim under this Agreement, except to the extent expressly incorporated herein. Each Party acknowledges that it has not relied on any representation, warranty, covenant or statement not expressly set out in this Agreement or the other Transaction Documents. Notwithstanding anything to the contrary herein, the Existing Confidentiality Agreement and the Standstill Agreements entered into prior to, at or in connection with the Closing shall each survive and continue in full force and effect in accordance with their respective terms, and are incorporated herein by reference solely for purposes of enforcement and remedies. For greater certainty, nothing in this Agreement is intended to terminate or amend any separate commercial services, consulting or similar agreement between the Buyer (or any of its Affiliates) and the Vendor Parent (or any of its Affiliates), except to the extent the Parties expressly agree in writing.

11.7 Expenses.

Except as otherwise expressly provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the Transaction shall be borne by the Party incurring such costs and expenses.

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11.8 Governing Law; Submission to Jurisdiction; Selection of Forum.

This Agreement and the legal relations between the Parties shall be governed by and construed in accordance with the Laws of the Province of Alberta and the Laws of Canada applicable therein. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Alberta and appropriate appellate courts therefrom for the resolution of any dispute, controversy or Claim arising out of or relating to this Agreement, and each Party hereby irrevocably agrees that all Claims in respect of such dispute, controversy or Claim may be heard and determined in such courts. The Parties hereby irrevocably waive, to the fullest extent permitted by applicable Laws, any objection that they may now or hereafter have to the laying of venue of any such dispute, controversy or Claim brought in any such court or any defence of inconvenient forum for the maintenance of such dispute, controversy or Claim. Each Party agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law.

11.9 Specific Performance.

Each of the Parties acknowledges that its obligations hereunder are unique and that remedies at law, including monetary damages, will be inadequate in the event it should default in the performance of its obligations under this Agreement. Accordingly, in the event of any non-performance, breach or threatened breach of any agreement, representation, warranty or covenant set forth in this Agreement by the other Party, a Party shall be entitled to equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance to prevent breaches of this Agreement and to order the defaulting Party to affirmatively carry out its obligations under this Agreement, and each of the Parties hereby waives any defence to the effect that a remedy at law would be an adequate remedy for such breach. Such equitable relief shall be in addition to any other remedy to which each of the Parties is entitled at law or in equity as a remedy for such non-performance, breach or threatened breach. Each of the Parties hereby waives any requirements for the securing or posting of any bond with such equitable remedy. The foregoing shall not be deemed to be or construed as a waiver or election of remedies by either of the Parties, each of which expressly reserves any and all rights and remedies available to it at law or in equity in the event of any breach or default by the other Party under this Agreement prior to the Closing.

11.10 Disclosure Schedules.

(a) The disclosure schedule delivered by the Vendor to the Buyer in connection with this Agreement (the "Vendor Disclosure Schedule") forms part of this Agreement and qualifies only those representations and warranties of the Vendor expressly identified therein by specific reference to the applicable Section or subsection of this Agreement.

(b) Except as expressly disclosed in the Vendor Disclosure Schedule, the representations and warranties of the Vendor contained in this Agreement are true and correct in all material respects as of the Closing Date (and where qualified by materiality, in all respects).

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(c) For greater certainty: (a) no disclosure schedule has been delivered by the Buyer in connection with this Agreement; (b) the Vendor Disclosure Schedule shall not be deemed to modify, limit or qualify any representation or warranty of the Vendor except to the extent expressly and specifically stated therein; and (c) the disclosure of any matter in the Vendor Disclosure Schedule shall not, in and of itself, be deemed an admission that such matter is material, constitutes a breach, or gives rise to any Liability.

(d) The sections or subsections of the Vendor Disclosure Schedule are arranged in sections corresponding to the numbered and lettered Sections and subsections of this Agreement. Any disclosure made in the Vendor Disclosure Schedule shall be deemed to be made only for purposes of the specific representation or warranty to which it expressly relates and shall not be deemed to qualify any other representation, warranty, covenant or agreement.

(e) For greater certainty, nothing disclosed in the Vendor Disclosure Schedule shall be deemed to amend, supplement or modify the definition of the Assets.

11.11 Further Assurances.

Each of the Parties shall execute and deliver, or shall cause to be executed and delivered, such documents and other instruments and shall take, or shall cause to be taken, such further actions as may be reasonably required to carry out the provisions of this Agreement and give effect to the Transaction.

11.12 Severability.

The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision, and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

11.13 Counterparts.

This Agreement may be executed in electronic or wet ink signature and in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement. A signed copy of this Agreement delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Agreement has been duly executed by each Party set forth below as of the date first written above.

CDL BIOFUELS LIMITED

By:

Name: [Redacted]

Title: President

CIELO WASTE SOLUTIONS CORP.

By: /s/ "Ryan C. Jackson"

Name: Ryan C. Jackson

Title: Chief Executive Officer

[Signature Page to the Purchase and Sale Agreement]

SCHEDULE A
ASSETS

(See Attached)

them, and they are the only ones who have been able to do so. The only way to do so is to make it a good idea to do it. The only way to do it is to make it a good idea to do it is to make it a good idea to do it. The only way to do it is to make it a good idea to do it is to make it a good idea to do it.

SCHEDULE B
VENDOR DISCLOSURE SCHEDULE