EXECUTION VERSION

SHARE PURCHASE AGREEMENT

AMONG

DOREL INDUSTRIES INC.

AND

[ names of subsidiaries redacted ]

AND

PON HOLDINGS B.V.

AND

VROOMEN/WHITE DESIGN INC .

AND TO WHICH INTERVENE

PACIFIC CYCLE, LLC

AND

CALOI NORTE S.A.

AND

PACIFIC CYCLE (UK) LTD.

AND

CYCLING SPORTS GROUP GERMANY GMBH

AND

CYCLING SPORTS GROUP GMBH

AND

[ names of subsidiaries redacted ]

DATED AS OF OCTOBER 8, 2021

Article	1	INTERPRETATION ........................................................................................................4
1.1		Definitions.........................................................................................................................4
1.2		Articles, Sections and Headings........................................................................................4
1.3		Extended Meanings...........................................................................................................4
1.4		Currency............................................................................................................................4
1.5		Calculation of Time ..........................................................................................................4
1.6		Appointment of Vendors’ Delegate ..................................................................................5
1.7		Schedules ..........................................................................................................................6
1.8		Third Party Beneficiaries ..................................................................................................7
1.9		No Strict Construction ......................................................................................................7
1.10		Statutes ..........................................................................................................................7
Article	2	PURCHASE AND SALE.................................................................................................7
2.1		Purchase and Sale of Purchased Shares, Purchased Assets and IP Assets .......................7
2.2		Excluded Assets ................................................................................................................8
2.3		Liabilities ..........................................................................................................................8
2.4		Purchase Price...................................................................................................................9
2.5		Estimated Purchase Price................................................................................................10
2.6		Creditors’ Pay-Out Letters..............................................................................................11
2.7		Payments at Closing........................................................................................................11
2.8		Withholding – Transaction Expenses .............................................................................12
2.9		Withholding – Purchase Price.........................................................................................12
2.10		Closing Date Balance Sheet ........................................................................................12
2.11		Payment of the Post-Closing Purchase Price Adjustments .........................................14
2.12		Allocation of the Purchase Price .................................................................................15
2.13		[redacted]....................................................................................................................15
Article	3	REPRESENTATIONS AND WARRANTIES ..............................................................15
3.1		Representations and Warranties of the Vendors.............................................................15
3.2		Representations and Warranties of the Purchaser...........................................................16
Article	4	COVENANTS................................................................................................................16
4.1		Access .............................................................................................................................16
4.2		Estimated Closing Date Balance Sheet...........................................................................16
4.3		[redacted]........................................................................................................................16
4.4		Enforcement of Certain Rights .......................................................................................16
4.5		Confidentiality ................................................................................................................17
4.6		Restrictive Covenants .....................................................................................................18
4.7		Operation of Business .....................................................................................................20
4.8		Cooperation for Closing..................................................................................................25
4.9		Required Regulatory Approvals......................................................................................26
4.10		D&O Indemnification Rights and Insurance...............................................................27
4.11		Maintenance and Access to Records...........................................................................28
4.12		Tax Matters..................................................................................................................28
4.13		Releases.......................................................................................................................31

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4.14	R&W Insurance Policy................................................................................................33
4.15	Financing Arrangements .............................................................................................33
4.16	Pre-Closing Reorganization ........................................................................................33
4.17	Change of Corporate Name.........................................................................................34
4.18	[redacted]....................................................................................................................34
Article 5 CONDITIONS PRECEDENT........................................................................................34
5.1	Conditions Precedent in favour of the Purchaser............................................................34
5.2	Conditions Precedent in favour of the Vendors..............................................................35
Article 6 CLOSING ARRANGEMENTS.....................................................................................36
6.1	Closing ............................................................................................................................36
6.2	Vendors’ Closing Deliveries...........................................................................................36
6.3	Purchaser Closing Deliveries..........................................................................................38
Article 7 LIMITATIONS ON LIABILITY...................................................................................38
7.1	Limitations on Liability ..................................................................................................38
Article 8 TERMINATION ............................................................................................................39
8.1	Termination.....................................................................................................................39
Article 9 GENERAL......................................................................................................................41
9.1	Further Assurances..........................................................................................................41
9.2	No Waiver.......................................................................................................................41
9.3	Costs and Expenses.........................................................................................................41
9.4	Public Announcements ...................................................................................................41
9.5	Successors, Assigns and Assignments............................................................................41
9.6	Entire Agreement ............................................................................................................42
9.7	Amendments and Waivers ..............................................................................................42
9.8	Conflicts and Privilege....................................................................................................42
9.9	Notices ............................................................................................................................43
9.10	Governing Law and Forum .........................................................................................43
9.11	Severability..................................................................................................................44
9.12	Specific Performance and other Discretionary Rights ................................................44
9.13	Counterparts ................................................................................................................44
Schedule 1.1 Definitions..................................................................................................................5
1.1	Definitions.........................................................................................................................5
Schedule 1.1.169 Vendors’ Disclosure Schedule..........................................................................28
Schedule 2.1 Vendors, Purchased Shares, Purchased Assets, IP Assets .........................................1
Schedule 2.4 Sample Calculation of the Purchase Price .................................................................1
Schedule 3.1 Representations and Warranties of the Vendors........................................................1
Schedule 3.2 Representations and Warranties of the Purchaser....................................................26
Schedule 9.9 Addresses .................................................................................................................28

THIS SHARE PURCHASE AGREEMENT is made as of October 8, 2021.

AMONG:

DOREL INDUSTRIES INC. , a corporation duly constituted under the laws of the Province of Québec, having a place of business at 1255 Greene Avenue, Suite 300, Westmount, Québec, Canada H3Z 2A4;

(“ Dorel Industries ”)

AND:

[ names of subsidiaries redacted ]

(collectively with Dorel Industries, the “ Vendors ”)

AND:

PON HOLDINGS B.V. , a limited liability company duly constituted under the laws of the Netherlands, having a place of business at [ address redacted ]; (the “ Purchaser ”)

AND:

VROOMEN/WHITE DESIGN INC ., a corporation duly constituted under the laws of the Province of Ontario, having a place of business at [ address redacted ];

(“Vroomen”)

AND TO WHICH INTERVENE:

PACIFIC CYCLE LLC , a limited liability company duly constituted under the laws of Delaware, having a place of business at [ address redacted ];

(“ Pacific Cycle LLC ”)

AND:

CALOI NORTE S.A. , a corporation (s ociedade anônima ) duly constituted under the laws of Brazil, having a place of business at [ address redacted ];

(“ Caloi ”)

AND:

PACIFIC CYCLE (UK) LIMITED , a corporation duly constituted under the laws of the United Kingdom, having a place of business at [ address redacted ]; (“ Pacific Cycle UK ”) [ names of subsidiaries redacted ]

AND:

CYCLING SPORTS GROUP GERMANY GMBH , a limited liability company ( Gesellschaft mit beschränkter Haftung ) duly constituted under the laws of Germany, having a place of business at [ address redacted ]; (“ Cycling Sports Group Germany ”)

AND:

CYCLING SPORTS GROUP GMBH , a limited liability company ( Gesellschaft mit beschränkter Haftung ) duly constituted under the laws of Germany, having a place of business at [ address redacted ];

(“ Cycling Sports Group GMBH ” and collectively with Pacific Cycle LLC, [ names of subsidiaries redacted ], Caloi, Pacific Cycle UK and Cycling Sports Group Germany, the “ Corporations ”)

WHEREAS the Group (as defined below) operates globally an integrated bicycle platform comprised of three (3) divisions, being Cycling Sports Group, Pacific Cycle Group and Caloi, of which the Purchased Assets (as defined below) form part (collectively, the “ Business ”);

WHEREAS the Vendors are the owners, directly or indirectly through a member of the Group, of all the issued shares in the capital of the Corporations;

WHEREAS Dorel Industries is the sole legal owner of the Purchased Assets, other than [ clause redacted for purposes of confidentiality ];

WHEREAS Dorel Industries is the sole legal owner and/or the sole beneficial owner of the IP Assets;

WHEREAS the IP Assets of which Dorel Industries is the sole beneficial owner (but not the sole legal owner) are legally owned by a member of the Group;

WHEREAS the Purchaser will, as soon as practically possible after the date hereof and ultimately prior to Closing, purchase the R&W Insurance Policy from the R&W Insurer, a true and complete copy of which will be provided to the Vendors’ Delegate (for and on behalf of the Vendors);

WHEREAS the Purchaser desires to purchase, and the Vendors desire to sell, all of the issued and outstanding shares in the capital of the Corporations [ clause redacted for purposes of confidentiality ], the Purchased Assets and the IP Assets, free and clear of all Encumbrances, subject to the terms and conditions hereinafter set forth;

NOW THEREFORE , in consideration of the premises and mutual agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each Party), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

The capitalized words and expressions used in this Agreement or in its Schedules shall have the meaning ascribed to them in Schedule 1.1, unless otherwise expressly stated herein.

1.2 Articles, Sections and Headings

The division of this Agreement into Articles, Sections and Schedules and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder”, “herein” and similar expressions refer to this Agreement as a whole and not to any particular Article, Section, Schedule or other portion hereof. References herein to Articles, Sections or Schedules are to Articles, Sections and Schedules of this Agreement or of the Schedules hereto unless otherwise expressly stated herein.

1.3 Extended Meanings

In this Agreement, words importing the singular number also include the plural and vice versa and words importing any gender include all genders. The term “including” means “including, without limiting the generality of the foregoing”.

1.4 Currency

Except as expressly provided herein, all references to currency contained herein are to lawful money of the United States.

1.5 Calculation of Time

1.5.1 Time . Time is of the essence of this Agreement.
1.5.2 Calculation of Time . Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends.
1.5.3 Business Days . Whenever any action to be taken or payment to be made pursuant to this Agreement would otherwise be required to be made on a day that is not a Business Day, such action shall be taken or such payment shall be made on the first Business Day following such day.
1.5.4 Time of Day . All references to times of the day are to the times of the day in Montreal, Québec, Canada.
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1.6 Appointment of Vendors’ Delegate

1.6.1 Appointment . Each of the Vendors hereby appoints and designates Dorel Industries (the “ Vendors’ Delegate ”) as mandatary (agent) for the Vendors, with full power and authority, including power of substitution, to, in their sole and absolute discretion: (i) amend or waive any provision of this Agreement, (ii) do all things and take all other action under or related to this Agreement or any Closing Document which they may consider necessary or useful to consummate the transactions contemplated by this Agreement; (iii) take all such action as may be necessary, appropriate, permitted or advisable to be taken by or on behalf of the Vendors under the terms of this Agreement in order to consent to, pay, contest, arbitrate, litigate or settle any Claim or alleged Claim related to this Agreement or any Closing Document, and resolve any dispute with the Purchaser over any aspect of this Agreement or any Closing Document; (iv) execute and take any action under the Escrow Agreement; (v) receive and deliver notices for and on behalf of the Vendors or any one of them; and (vi) on behalf of each and every one of the Vendors, enter into any instrument, agreement or document to effect any of the foregoing items (i) to (v), inclusively. The execution and delivery of this Agreement by the Vendors shall constitute approval of the appointment of the Vendors’ Delegate and all actions or inactions of the Vendors’ Delegate pursuant to this Agreement or any Closing Document and any action taken by the Vendors’ Delegate pursuant to this Section 1.6 within the mandate described herein shall have the effect of binding each of the Vendors. Notwithstanding the foregoing, all actions taken or decisions made by the Vendors’ Delegate on behalf of the Vendors shall be taken or made in a manner that is rateable and equitable among all the Vendors. The Vendors’ Delegate shall receive no compensation for its services.
1.6.2 Notices. Notices or communications to or from the Vendors’ Delegate shall constitute notice to or from each of the Vendors in connection with this Agreement, any Closing Document to which a Vendor is a party, and any instrument, agreement or document relating hereto or thereto.
1.6.3 Decisions . A decision, act, consent or instruction of the Vendors’ Delegate shall constitute a decision of all Vendors and shall be final, binding and conclusive upon each Vendor.
1.6.4 Responsibility and Indemnity. In exercising or failing to exercise all or any of the powers conferred upon the Vendors’ Delegate hereunder or thereunder, the Vendors’ Delegate shall incur no responsibility whatsoever to any Vendor by reason of any error in judgment or other act or omission performed or omitted hereunder or under any Closing Document or any other agreement, instrument or document, excepting only the responsibility for any act or failure to act which represents fraud, wilful misconduct or gross negligence. Each Vendor agrees to indemnify and to hold and save harmless the Vendors’ Delegate from and against any and all loss, damage, Liability and expenses of any nature whatsoever (including reasonable legal fees) that the Vendors’ Delegate may sustain or incur as a result of any action or omission taken by the Vendors’ Delegate in relation to
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the mandate set forth in this Section 1.6, save for any such loss, damage, Liability or expenses attributable to the fraud, wilful misconduct or gross negligence of the Vendors’ Delegate.

1.7 Schedules

1.7.1 The following Schedules attached hereto are incorporated by reference and deemed to be part hereof:

Schedules

1.1 Definitions
1.1.169 Vendors’ Disclosure Schedule
2.1 Vendors, Purchased Shares, Purchased Assets and IP Assets
2.4 Sample Calculation of the Purchase Price
3.1 Representations and Warranties of the Vendors
3.2 Representations and Warranties of the Purchaser 9.9 Addresses
1.7.2 The inclusion of information in the Vendors’ Disclosure Schedule shall not be an admission or acknowledgment that such information is required to be listed in the Vendors’ Disclosure Schedule, that such items are material, that such items have had, or would reasonably be expected to have, a Material Adverse Change, or that such items are within or outside of the Ordinary Course. Furthermore, the inclusion of information, or the exclusion of information from, the Vendors’ Disclosure Schedule will not establish any level of materiality for purposes of this Agreement, except with respect to the applicable representations or warranties that the disclosure qualifies. The specification of any dollar amount in the representations or warranties contained in this Agreement or the inclusion of any specific item in any section of the Vendors’ Disclosure Schedule is not intended to imply that such amounts, or higher or lower amounts, or the items so included or other items, are or are not material, and no Party shall use the fact of the setting of such amounts or the inclusion of any such item in any dispute or controversy between the Parties as to whether any obligation, item or matter not described herein or included in a section of the Vendors’ Disclosure Schedule is or is not material for purposes of this Agreement. No disclosure relating to any possible breach or violation of any Contracts or Laws shall be construed as an admission or indication that such breach or violation exists or has actually occurred.
1.7.3 The Vendors’ Disclosure Schedule is arranged in sections corresponding to those contained in this Agreement merely for convenience, and the disclosure of an item in one section of the Vendors’ Disclosure Schedule as an exception to any particular covenant, representation or warranty will be deemed adequately disclosed as an exception with respect to all other covenants, representations or warranties to the extent that the relevance of such item to such other covenants, representations or warranties is reasonably apparent on its face, in each case, notwithstanding the presence or absence of an appropriate section of the Vendors’ Disclosure Schedule
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with respect to such other covenants, representations or warranties or an appropriate cross-reference thereto within the text of this Agreement or the Vendors’ Disclosure Schedule.

1.8 Third Party Beneficiaries

Subject to Section 4.10 [D&O Indemnification Rights and Insurance] and the terms of the R&W Insurance Policy, nothing in this Agreement or in any Closing Document is intended or shall be implied to, or shall, confer upon any Person (other than the Parties and each member of the Group) any rights or remedies of any kind.

1.9 No Strict Construction

The language used in this Agreement is the language chosen by the Parties to express their mutual intent, and no rule of contra proferentem or strict construction shall be applied against any Party.

1.10 Statutes

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder. Notwithstanding the foregoing, reference made to any statute in the representations and warranties of the Vendors, of Dorel Industries, or of the Purchaser in this Agreement is to that statute as enacted at the time such representation and warranty is made.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale of Purchased Shares, Purchased Assets and IP Assets

2.1.1 Purchase and Sale . Upon and subject to the terms and conditions hereof, the Vendors shall sell, assign and/or transfer to the Purchaser, and the Purchaser shall purchase and/or accept from the Vendors, on the Closing Date:
(a) all shares of the Corporations owned by each such Vendor, which represent in the aggregate all of the issued and outstanding shares of the Corporations [ clause redacted for purposes of confidentiality ] (the “ Purchased Shares ”);
(b) the Purchased Assets; and
(c) the IP Assets,

in each case, free and clear of all Encumbrances. The Vendors’ respective Purchased Shares, Purchased Assets and IP Assets are set forth in Schedule 2.1 hereto.

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2.1.2 Non-Assignable Contracts .
(a) Neither this Agreement nor any Closing Document will constitute an assignment or an attempted assignment of any of the Non-Assignable Contracts. The Purchaser and Dorel Industries agree that the NonAssignable Contracts shall automatically be assigned by Dorel Industries to the Purchaser without any further consideration and shall become Purchased Assets when such assignment is permitted (that is, when the items currently constituting Non-Assignable Contracts no longer constitute Non-Assignable Contracts) and as the Purchaser may from time to time direct, acting reasonably and in good faith.
(b) To the extent permitted by applicable Law, the Non-Assignable Contracts will be held by Dorel Industries in trust for the Purchaser and the covenants and obligations thereunder will be performed by the Purchaser in the name of Dorel Industries and all benefits and obligations existing thereunder after the Effective Time will be for the account of the Purchaser. Dorel Industries will take or cause to be taken such action in its name or otherwise as the Purchaser may require, acting reasonably and in good faith, so as to provide the Purchaser with the benefits thereof and to effect collection of money to become due and payable under the Non-Assignable Contracts and Dorel Industries will promptly pay over to the Purchaser all money received by it in respect of all Non-Assignable Contracts.

2.2 Excluded Assets

Notwithstanding anything to the contrary, nothing contained herein or in any Closing Document shall be construed as an acquisition by the Purchaser of any properties, rights or assets of the Vendors other than the Purchased Shares (and the properties, rights and assets acquired indirectly through the Purchased Shares), Purchased Assets and the IP Assets, which other properties, rights and assets are not part of the sale and purchase contemplated hereunder, are excluded from the Purchased Shares (and the properties, rights and assets acquired indirectly through the Purchased Shares), Purchased Assets and IP Assets, and will remain the property of the Vendors, and thus the Vendors shall retain all rights, title, and interest in and to, and shall not transfer to the Purchaser, any such properties, rights and assets. For the avoidance of doubt, the Purchaser shall not and does not assume, agree to pay, discharge, perform or fulfill, or otherwise have any responsibility for, any Liabilities for Taxes with respect to the Purchased Assets, subject to Section 2.4.2, the IP Assets and, subject to Section 2.3, the Assumed Contracts.

2.3 Liabilities

2.3.1 Assumed Liabilities . The Purchaser shall assume, as of the Effective Time, the following Liabilities (other than Taxes or Liabilities of Dorel Industries pursuant to Section 4.16) of Dorel Industries in connection with the purchase and sale of the Purchased Assets (the “ Assumed Liabilities ”):
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(a) any Liability arising after the Effective Time under the Assigned Contracts (excluding any Liability arising out of or relating to facts arising or occurring prior to the Effective Time, other than (a) entering into the Contract and (b) any Liabilities under the Assigned Contracts to the extent reflected in the Closing Non-Cash Working Capital);
(b) any Liabilities relating to the Purchased Assets which are accrued or incurred after the Effective Time;
(c) the Current Liabilities relating to the Purchased Assets to the extent reflected in the Closing Non-Cash Working Capital;
(d) any Liability relating to the Purchased Assets, to the extent arising out of or relating to facts arising or occurring after the Effective Time, in each case in connection with or relating to the conduct of the Business; and
(e) any Liability related to the Services Providers assumed or engaged pursuant to an Assigned Contract for the period after the Effective Time.
2.3.2 Excluded Liabilities . Other than the Assumed Liabilities, the Purchaser shall not and does not assume, agree to pay, discharge, perform or fulfill, or otherwise have any responsibility for, any Liabilities of any Vendor in connection with the purchase and sale of the Purchased Assets (including the Assumed Contracts) and the IP Assets, and the Vendors shall be and remain solely responsible for, any and all such Liabilities.

2.4 Purchase Price

2.4.1 The aggregate Purchase Price payable by the Purchaser to the Vendors for the Purchased Shares, the Purchased Assets and the IP Assets is equal to the following (the “ Purchase Price ”):
(a) Eight Hundred Ten Million Dollars ($810,000,000);
(b) less the amount of the Closing Net Indebtedness (if positive);
(c) plus the absolute amount of the Closing Net Indebtedness (if negative);
(d) plus the amount (if any) by which the Closing Non-Cash Working Capital is greater than the Target Non-Cash Working Capital;
(e) less the amount (if any) by which the Target Non-Cash Working Capital is greater than the Closing Non-Cash Working Capital;
(f) less [ clause redacted for purposes of confidentiality ]; and
(g) less the amount of the Closing Transaction Expenses.
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Schedule 2.4 contains an illustration of the calculation of the Purchase Price based upon and as of the date of the Financial Statements, which indicates (i) the calculation of the Net Indebtedness, the Non-Cash Working Capital and the Transaction Expenses based thereon and on the guidance, accountancy treatment and principles set out therein, and (ii) an illustration of the calculation of the Purchase Price derived from the Financial Statements.

2.4.2 The Purchaser shall also pay the applicable amount of Goods and Sales Tax, Quebec Sales Tax and similar sales, valued-added or multi-staged Tax, if any, on the portion of the Purchase Price that is allocated to the IP Assets.

2.5 Estimated Purchase Price

The Parties acknowledge that it is not possible to determine the definitive Purchase Price until the Closing Date Balance Sheet is available. Accordingly, the Vendors’ Delegate shall deliver to the Purchaser no later than [ period of time redacted ] prior to the Closing Date a statement in the form and accordance with IFRS as may be modified by the guidance, accountancy treatment and principles set out Schedule 2.4, which statement shall be prepared by the Vendors’ Delegate on a good faith basis, using its best estimates of the applicable figures, that will comprise:

(a) an estimated balance sheet of the Group as at the end of the day immediately preceding the Closing Date (the “ Estimated Balance Sheet ”);
(b) an estimate of the Closing Net Indebtedness based on the Estimated Balance Sheet;
(c) an estimate of the Target Non-Cash Working Capital;
(d) an estimate of the Closing Non-Cash Working Capital based on the Estimated Balance Sheet;
(e) an estimate of the Closing Transaction Expenses and [ clause redacted for purposes of confidentiality ], appending the actual invoices (or such similar documents) relating thereto (the “ Estimated Closing Transaction Expenses ”);
(f) an estimate of the Purchase Price (the “ Estimated Purchase Price ”); and
(g) all reasonable supporting or underlying documentation used in the preparation of items (a) – (f).

During the [ period of time redacted ] period following the receipt of Estimated Balance Sheet and Estimated Purchase Price, the Purchaser, acting reasonably and in good faith, may request the Vendors’ Delegate to make certain changes, clarifications or modifications to the Estimated Balance Sheet and Estimated Purchase Price and the Vendors’ Delegate shall, in good faith and acting in a commercially reasonable manner, consider such

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changes, clarifications or modifications and/or engage in a good faith discussion with the Purchaser in an attempt to resolve any disputes, concerns or discrepancies.

2.6 Creditors’ Pay-Out Letters

The Vendors’ Delegate shall deliver to the Purchaser at least [ period of time redacted ] prior to the Closing Date, pay-out letters (the “ Pay-Out Letters ”) addressed to the applicable member of the Group from each of the Paid-Out Creditors, in form and substance reasonably satisfactory to the Purchaser which shall include customary discharges and releases of the applicable members of the Group. Each Pay-Out Letter will set out the aggregate amount of principal and interest of the Indebtedness owed by the applicable member of the Group, as of the Closing Date, to the relevant Paid-Out Creditor, together with all accrued and unpaid interest, all fees, premiums, prepayment penalties, breakage costs or similar charges or expenses or other obligations owed to the Paid-Out Creditor as a result of the early repayment thereof and indicate relevant wire transfer instructions.

2.7 Payments at Closing

2.7.1 Estimated Purchase Price . The Estimated Purchase Price shall be paid and satisfied at the Closing as follows:
(a) Initial Consideration . The Purchaser shall pay to the Vendors at the Closing, by wire transfer of immediately available funds to the accounts specified by the Vendors’ Delegate to the Purchaser at least [ period of time redacted ] prior to the Closing, an amount equal to the Estimated Purchase Price, minus (i) the Adjustment Escrow and (ii) [ clause redacted for purposes of confidentiality ] (the “ Initial Consideration ”), allocated amongst the Vendors as determined by the Vendors’ Delegate, acting reasonably.
(b) Adjustment Escrow . The Purchaser shall pay to the Escrow Agent at the Closing, by wire transfer of immediately available funds to the account specified by the Escrow Agent to the Purchaser at least [ period of time redacted ] prior to the Closing, an amount equal to [ dollar amount redacted ] (such amount, together with all interest earned thereon, is hereinafter referred to as the “ Adjustment Escrow ”). The Adjustment Escrow shall be held, invested and disbursed as specified in this Agreement and the Escrow Agreement.
2.7.2 Indebtedness and Transaction Expenses. At Closing, the Purchaser shall also make the following payments:
(a) The Purchaser shall pay on behalf of the applicable member of the Group that portion of the Indebtedness payable to each Paid-Out Creditor (which amounts shall be the amount set forth in the applicable Pay-Out Letter) in immediately available funds in such manner as directed by the Paid-Out Creditor in the Pay-Out Letter; and
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(b) The Purchaser shall pay, as per the Vendors’ Delegate’s instructions, to the Vendors’ Delegate, the Estimated Closing Transaction Expenses pursuant to those wire transfer instructions provided by the Vendors’ Delegate; and
(c) [ provision redacted for purposes of confidentiality ]

2.8 Withholding – Transaction Expenses

If required by applicable Law, Dorel Industries and each member of the Group shall deduct and withhold any Tax from any amounts payable to any payee of any Transaction Expenses [ clause redacted for purposes of confidentiality ], which withholding it shall promptly pay over to the applicable Governmental Authority.

2.9 Withholding – Purchase Price

2.9.1 The Purchaser and the Escrow Agent shall be entitled to deduct and withhold from the consideration otherwise payable any amounts that are required to be deducted and withheld by the Purchaser with respect to the making of payments pursuant to this Agreement pursuant to applicable Law. Amounts withheld pursuant to this Section 2.9 shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. As of the date hereof, subject to Section 2.9.2, the Purchaser is not aware of any deductions or withholdings to be made pursuant to this Section 2.9.1. In case the applicable Law would change and the Purchaser considers that a deduction or withholding is required under this Section 2.9.1 as a result thereof, the Purchaser shall promptly inform the Vendor’s Delegate thereof. If the Vendors’ Delegate does not agree with the Purchaser’s position, the Independent Firm shall resolve any disputes between the Purchaser and the Vendors’ Delegate under this Section 2.9.1, as if such disputes were subject to Section 2.10.
2.9.2 [ provision redacted for purposes of confidentiality ]

2.10 Closing Date Balance Sheet

2.10.1 No later than [ period of time redacted ] after the Closing Date, the Purchaser shall deliver to the Vendors’ Delegate (i) the Closing Date Balance Sheet prepared in accordance with IFRS, as may be modified by the guidance, accounting treatment and principles set out in Schedule 2.4, (ii) the calculation of the Target Non-Cash Working Capital, (iii) the calculation of the Closing Net Indebtedness, the Closing Non-Cash Working Capital and the Closing Transaction Expenses based on such Closing Date Balance Sheet, and (iv) the calculation of the Purchase Price derived therefrom (collectively, the “ Closing Calculation ”). The Vendors’ Delegate shall be permitted access to the related working papers of [ name redacted ] (as engaged by the Purchaser) and the Purchaser in respect of the Closing Calculation in accordance with customary protocols regarding such access and to the extent permitted by applicable Law.
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2.10.2 The Vendors’ Delegate may object to the Closing Calculation, for and on behalf of the Vendors, by written notice to the Purchaser within [ period of time redacted ] following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the Vendors object (the “ Objection Notice ”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in the Closing Calculation which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors’ Delegate confirm in writing that they accept the Closing Calculation prior to the end of such [ period of time redacted ] period, then the Closing Calculation shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculation.
2.10.3 If an Objection Notice is delivered in the manner and within the [ period of time redacted ] period specified in Section 2.10.2, the Purchaser and the Vendors’ Delegate shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculation as promptly as practicable. If the Purchaser and the Vendors’ Delegate are unable to resolve all such items in dispute within [ period of time redacted ] after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within [ period of time redacted ] following such [ period of time redacted ] period to [ name redacted ] or, if they are unwilling or unable to accept the mandate to resolve the dispute, to such other independent international firm of chartered professional accountants as the Purchaser and the Vendors’ Delegate may agree in writing or, failing agreement, as appointed by the court (each being the “ Independent Firm ”). The Independent Firm, acting as an expert and not as an arbitrator, will limit its review only to the specific items or calculations in dispute and shall base its determination or opinion on the definitions of the relevant items and amounts to be included in the Closing Calculation, and IFRS, as may be modified by the guidance, accounting treatment and principles set out in Schedule 2.4. The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors’ Delegate as promptly as practicable, but in no event later than [ period of time redacted ] from the appointment of such Independent Firm, and absent manifest error by the Independent Firm, such determination or opinion, together with those items accepted by the Purchaser and the Vendors’ Delegate in respect of the Closing Calculation or otherwise resolved between the Purchaser and the Vendors’ Delegate, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculation.
2.10.4 The Parties shall cooperate fully in the preparation and review of the Closing Calculation. While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties.
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2.10.5 The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing or disputing, as the case may be, the Closing Calculation. The fees and expenses of the Independent Firm will be allocated between the Vendors and the Purchaser as determined (and as set forth in the final determination) by the Independent Firm based upon the relative success (in terms of percentages) of each of the Purchaser’s Claim, on the one hand, and the Vendors’ Claim, on the other hand. By way of example, if the final determination reflects a [ figures redacted ] compromise of the Parties’ Claims, the Independent Firm would allocate expenses [ percentage redacted ] to the Party whose Claims were determined to be [ percentage redacted ] successful and [ percentage redacted ] to the Party whose Claims were determined to be [ percentage redacted ] successful. The accounting and audit procedures provided for by this Section 2.10 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.10.

2.11 Payment of the Post-Closing Purchase Price Adjustments

2.11.1 If the Purchase Price as finally determined pursuant to Section 2.10 (including, for greater certainty, any difference between the Non-Cash Working Capital and the Target Non-Cash Working Capital) is less than or equal to the Estimated Purchase Price (such difference, represented by a positive number, being the “ Over Payment ”), then, within [ period of time redacted ] following such final determination, the Purchaser and the Vendors’ Delegate shall give joint written instructions to the Escrow Agent:
(a) to release from the Adjustment Escrow an amount equal to the Over Payment up to the total amount in the Adjustment Escrow by wire transfer of immediately available funds to an account specified by the Purchaser; and
(b) to release the remaining Adjustment Escrow, if any, to the Vendors in accordance with the Vendors’ Delegate’s instructions, acting reasonably.
2.11.2 If the Over Payment exceeds the Adjustment Escrow, then except in cases of fraud, wilful misconduct or gross negligence in the preparation of the Estimated Balance Sheet and determination of the Estimated Closing Transaction Expenses and Estimated Purchase Price pursuant to Section 2.5, the Purchaser shall have no further recourse to the Vendors or any one of them for any portion of the Over Payment that exceeds the Adjustment Escrow.
2.11.3 [ provision redacted for purposes of confidentiality ]
2.11.4 If the Purchase Price as finally determined pursuant to Section 2.10 (including, for greater certainty, any difference between the Non-Cash Working Capital and the Target Non-Cash Working Capital) is greater than the Estimated Purchase Price
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(such difference, represented by a positive number, being the “ Under Payment ”), then, within [ period of time redacted ] following such final determination:

(a) the Purchaser and the Vendors’ Delegate shall give joint written instructions to the Escrow Agent to release the Adjustment Escrow to the Vendors, in accordance with the Vendors’ Delegate’s instructions, acting reasonably; and
(b) the Purchaser shall pay to the Vendors, by wire transfer of immediately available funds to the accounts specified by the Vendors’ Delegate, an amount equal to the Under Payment, in accordance with the Vendors’ Delegate’s instructions, acting reasonably.

2.12 Allocation of the Purchase Price

Promptly following the final determination of the Purchase Price, the Vendors’ Delegate shall prepare and deliver to the Purchaser for the Purchaser’s reasonably prompt review, comment and approval, which approval shall not be unreasonably withheld, delayed or conditioned, the draft allocation of the Purchase Price among the Purchased Shares, the Purchased Assets and the IP Assets (the “ Allocation ”), and all supporting schedules for such Allocation. The Purchaser shall have [ period of time redacted ] after the receipt of the draft Allocation to object in writing and propose in good faith any changes to Vendors’ Delegate’s draft Allocation. If the Purchaser does not object to the draft Allocation and propose in good faith any changes to Vendors’ Delegate’s draft Allocation within such [ period of time redacted ] period, such draft Allocation shall become final. The Purchaser and the Vendors’ Delegate shall reasonably cooperate in good faith to promptly resolve any disputes with respect to the draft Allocation. Upon the Purchaser and the Vendors’ Delegate finalizing the draft Allocation in accordance with the foregoing, the draft Allocation shall constitute the “Final Allocation Schedule”. The Independent Firm shall resolve any disputes between the Purchaser and the Vendors’ Delegate relating to the Allocation, as if such disputes were subject to Section 2.10, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors’ Delegate in respect of the Allocation or otherwise resolved between the Purchaser and the Vendors’ Delegate shall constitute the final Closing Calculation the “Final Allocation Schedule”.

2.13 [ provision redacted for purposes of confidentiality ]

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendors

Each Vendor (except for Dorel Industries) individually as to itself and the Purchased Shares, Purchased Assets, and IP Assets that it holds (and not solidarily (jointly and severally)) represents and warrants to the Purchaser as set forth in Sections Error! Reference source not found. to Error! Reference source not found. of Schedule 3.1 hereof. Dorel Industries represents and warrants to the Purchaser as set forth in all Sections of Schedule 3.1 hereof. Each Vendor acknowledges that the Purchaser is relying on these

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representations and warranties to enter into this Agreement and consummate the transactions contemplated herein.

3.2 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to and in favour of the Vendors as set forth in Schedule 3.2 hereof. The Purchaser acknowledges that the Vendors are relying on these representations and warranties to enter into this Agreement and consummate the transactions contemplated herein.

ARTICLE 4 COVENANTS

4.1 Access

During the Interim Period, and in compliance with applicable Law, the Vendors shall, and shall cause each member of the Group to, permit the Purchaser and its employees, agents, counsel and accountants and other representatives to have reasonable access during Business hours, upon reasonable notice, to its properties, its Service Providers, its senior management Employees, its Books and Records and to any other documents, information or properties related to the Business for the purposes of preparing the transition of the Business (including for the purposes of discussing post-Closing compensation arrangements) as well as reviewing and providing backup for the information provided pursuant to Section 4.2, on the condition that no Person given access unreasonably interferes with the ordinary conduct of the Business and the Group complies at all times during the Interim Period with any and all COVID-19 Measures, and provided that the Purchaser makes all arrangements for such access exclusively through [ name redacted ] (or such other Person as the Vendors’ Delegate may designate in writing), provided the Vendors shall ensure that such arrangements shall be promptly addressed and facilitated.

4.2 Estimated Closing Date Balance Sheet

Within [ period of time redacted ] following [ period of time redacted ] (or such other date as may be mutually agreed to by the Purchaser and the Vendors’ Delegate) following the date hereof and prior to the delivery of the required estimates pursuant to Section 2.5, the Vendors’ Delegate shall deliver to the Purchaser drafts of the items provided in Section 2.5 based on the Group’s actual financial results as at [ date redacted ] (or such other date as may be mutually agreed to by the Purchaser and the Vendors’ Delegate).

4.3 [ provision redacted for purposes of confidentiality ]

4.4 Enforcement of Certain Rights

4.4.1 Dorel Industries agrees that, as and from the Closing, the Purchaser shall be entitled to commence a Claim pursuant to any rights Dorel Industries may have under the Specified NDAs, in the event of a breach or an alleged breach by a counterparty thereof of its obligations thereunder, and any damages received by Dorel Industries resulting from such Claims shall be forthwith paid by Dorel Industries to the
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Purchaser. Dorel Industries will provide reasonable assistance and cooperation (which shall include reasonable access to management and relevant documentation) to the Purchaser in connection with any such Claim. Any such Claim will be subject to the following terms and conditions:

(i) The Purchaser will be responsible for all costs and expenses paid or payable to third parties associated with any such Claim;
(ii) The Purchaser will fully indemnify and hold Dorel Industries harmless in respect of any Liability suffered by Dorel Industries as a result of any such Claim;
(iii) The Purchaser will not enter into any compromise or settlement of any such Claim without obtaining the prior written consent of Dorel Industries, other than any compromise or settlement which solely involves a cash payment to Dorel Industries and no admission of wrongdoing by Dorel Industries;
(iv) The Purchaser will keep Dorel Industries apprised of the status and progress of any such Claim at all times, and promptly respond to any reasonable inquiries or requests from Dorel Industries; and
(v) in the event of a payment to Dorel Industries on a settlement of any such Claim, any payment thereafter from Dorel Industries to the Purchaser will be net of all applicable Taxes.

4.5 Confidentiality

4.5.1 The Purchaser agrees that until Closing (and in the event this Agreement is terminated for any reason other than its completion, also from and after such termination), the Purchaser shall comply with its obligations under the Confidentiality Agreement, and any information disclosed to the Purchaser shall constitute “Evaluation Material” within the meaning of the Confidentiality Agreement and shall be governed by the provisions of the Confidentiality Agreement. It is also agreed that (i) the prohibition on disclosure extends to any disclosure of the existence of this Agreement or any information relating hereto; and (ii) if this Agreement is terminated for any reason, the Purchaser shall promptly return, or cause to be returned, to the Vendors, all Evaluation Material in the possession or control of the Purchaser or any other Person to whom the Purchaser has provided Evaluation Material and shall destroy and shall not retain any copies of any Evaluation Material stored in or on any computer memory, disc, tape or other support whatsoever in the possession or control of the Purchaser or any other Person to whom the Purchaser has provided Evaluation Material, in each case other than in accordance with the Confidentiality Agreement.
4.5.2 As and from the Closing and for a period of [ period of time redacted ] thereafter, each Vendor shall, and shall cause its Affiliates, attorneys, accountants, agents and other representatives to, hold in confidence any Confidential Information, whether written or oral, concerning any of the Corporations, any of their respective
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Affiliates, or any of their respective businesses, operations, assets or Liabilities and not use any such Confidential Information for any purpose other than as specified or contemplated in this Agreement, except to the extent that the applicable Vendor Party can demonstrate (x) is lawfully acquired by such Vendor Party or any of its representatives after Closing from sources other than the Group that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (y) that the disclosure of such Confidential Information is required by Law or a final and non-appealable Order. If any Vendor Party or any of their respective attorneys, accountants, agents or other representatives is compelled to disclose any such Confidential Information by judicial or administrative process or by other Law, such Vendor Party shall promptly notify the Purchaser in writing, to the extent permitted under such process or Law, and shall disclose only that portion of such Confidential Information which such Vendor Party is advised by counsel in writing is legally required to be disclosed; provided, that such Vendor Party shall use commercially reasonable efforts to obtain, at Purchaser’s costs, an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information.

4.5.3 For a period of [ period of time redacted ] from the date hereof, each Vendor shall, and shall cause its Affiliates, attorneys, accountants, agents and other representatives to, hold in confidence any Confidential Information, whether written or oral, concerning the Purchaser, any of its Affiliates, or any of their respective businesses, operations, assets or Liabilities and not use any such Confidential Information for any purpose other than as specified or contemplated in this Agreement, except to the extent that the applicable Vendor Party can demonstrate (x) is lawfully acquired by such Vendor Party or any of its representatives after Closing from sources other than the Purchaser that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation; or (y) that the disclosure of such Confidential Information is required by Law or a final and non-appealable Order. If any Vendor Party or any of their respective attorneys, accountants, agents or other representatives is compelled to disclose any such Confidential Information by judicial or administrative process or by other Law, such Vendor Party shall promptly notify the Purchaser in writing, to the extent permitted under such process or Law, and shall disclose only that portion of such Confidential Information which such Vendor Party is advised by counsel in writing is legally required to be disclosed; provided, that such Vendor Party shall use commercially reasonable efforts to obtain, at Purchaser’s costs, an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information.

4.6 Restrictive Covenants

4.6.1 In consideration of the mutual covenants and agreements set forth herein, the consideration paid by the Purchaser hereunder and other good and valuable consideration, and to protect more effectively the value and goodwill of each member of the Group and businesses and operations being acquired by the Purchaser, but subject to the completion of the transactions contemplated by this
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Agreement, each Vendor Party hereby covenants and agrees that, during the [ period of time redacted ] following the Closing Date (the “ Restricted Period ”), such Vendor Party shall not, directly or indirectly and whether as shareholder, principal, agent, partner or otherwise:

(a) own, manage, operate, control, participate or engage in, perform services for or otherwise carry on the Restricted Business anywhere in the world; provided, however, that nothing set forth in this Section 4.6.1(a) shall prohibit any Vendor Party from (A) as a passive investor, owning not in excess of [ percentage redacted ] in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange, and (B) as a passive investor, owning not in excess of [ percentage redacted ] in the aggregate of any equity interests in any other Person;
(b) solicit, induce or attempt to persuade any Person who is, as of the date hereof and/or at Closing, an agent, contractor, supplier, vendor, customer, licensee, licensor or similar business relation of the Restricted Business of any member of the Group to terminate, reduce, amend the terms of, or limit such agency or business relationship with respect to the Restricted Business; or
(c) solicit, induce or attempt to persuade or assist any person who is, as of the date hereof and/or at Closing, a senior-level employee of a member of the Group (including any person who is known to the Vendor to be a seniorlevel employee of a member of the Group during the Restricted Period), to leave the employment of the Group or actively encourage such employee to accept employment elsewhere; provided, however, that the foregoing restriction shall not prohibit a general solicitation through the media, newspapers, trade journals, the internet, through recruiters or by any similar means, in each case that is not targeted at employees of the Purchaser or any of its Affiliates.
4.6.2 Except as necessary to comply with applicable Law or to enforce (or defend) any rights (or pursue any remedies) under this Agreement, no Vendor Party shall make (or cause to be made) to any Person any public disparaging or derogatory statement about any member of the Group, the Purchaser, any of their respective Affiliates, or any of their respective directors, managers, officers, shareholders, members, employees, agents or other representatives.
4.6.3 Each Vendor Party hereby irrevocably waives any right existing as of the Closing Date or arising in the future to contest the enforceability of any covenants or obligations in this Section 4.6 as being unreasonable or unenforceable. If any tribunal or court of competent jurisdiction finds that any Vendor Party has breached any of its covenants or obligations under this Section 4.6, the time period during which such covenants and obligations are effective shall be suspended and shall not
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run in favor of such Vendor Party from the date of such breach until the date when such breach is cured or remedied.

4.6.4 Each Vendor Party hereby acknowledges that, except for the Vendor Party’s willingness to comply with the terms of this Section 4.6, the Purchaser would not have entered into this Agreement and that a violation of this Section 4.6 will cause the Purchaser irreparable harm which would not be adequately compensated for by money damages. Each Vendor Party therefore agrees that, in the event of any violation of this Section 4.6, the Purchaser shall be entitled to a temporary restraining order and to preliminary and final injunctive relief against the applicable Vendor Party to ensure compliance with this Section 4.6 (without the necessity of posting a bond) and to recover its reasonable attorneys’ fees and any other costs and expenses incurred in the enforcement of this Section 4.6; provided, that it is acknowledged and agreed that the rights and remedies provided under this Section 4.6.4 are cumulative and in addition to any other rights and remedies that the Purchaser may have hereunder or at law or in equity.
4.6.5 No part of the Purchase Price shall be received or receivable by the Vendors or any other Person as consideration for the Vendors or such Person granting the covenants set forth in Section 4.6 in favour of the Purchaser, which covenants are being granted to maintain or preserve the fair market value of the Purchased Shares. The Parties acknowledge and agree that (i) the restrictive covenants contained in this Section 4.6 are integral to this Agreement and are granted to maintain or preserve the fair market value of the Purchased Shares, (ii) the Purchaser would be unwilling to enter into this Agreement, or consummate the transactions contemplated hereby, in the absence of this Section 4.6, and (iii) the covenants contained herein constitute a material inducement to the Purchaser to enter into, and consummate the transactions contemplated by (including payments of the amounts contemplated by), this Agreement.

4.7 Operation of Business

4.7.1 General Terms . The Vendors hereby covenant and agree that during the Interim Period they shall use their commercially reasonable efforts to:
(a) carry on, and to cause the Group to carry on, the Business only in the Ordinary Course and in accordance with Laws, and shall use commercially reasonable efforts to maintain and preserve intact the Group’s business organization, operations, assets, properties, Intellectual Property, Employees, the Purchased Assets, the IP Assets, goodwill, Contracts, Permits and business relationships it currently maintains with customers, suppliers, officers, employees, partners, lessors, licensors, licensees, regulators, creditors, contractors and other Persons with which the Group has business relations;
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(b) other than as provided in the Pre-Closing Reorganization, maintain each member of the Group’s existence in good standing pursuant to applicable Law;
(c) maintain the Group’s Books and Records in accordance with past practice;
(d) maintain the assets of the Group in such general state of repair as is reasonably necessary for the conduct of its business consistent with then present needs and past practices, including replacement in accordance with reasonably prudent business practices and past practices of any inoperable, worn out or obsolete assets with assets of a quality consistent with reasonably prudent business practices, then-current needs and past practices; and
(e) maintain all and not adversely modify in any material respect any of its insurance policies that are in effect as of the date hereof, or obtain reasonable replacement policies therefor.
4.7.2 Negative Covenants . Without limiting the foregoing, the Vendors hereby covenant and agree that except in connection with the Pre-Closing Reorganization or as disclosed in Section 4.7.2 of the Vendors’ Disclosure Schedule, they shall not, and shall cause the Group not to, do or attempt to do any of the following during the Interim Period without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed; provided that the Purchaser shall be entitled to exclusively consider its own financial interests in the matter, acting reasonably and in good faith); provided that if the Purchaser does not respond to the Vendors’ Delegate’s request within [ period of time redacted ] following the receipt by the Consent Recipients of such request, then consent shall be deemed to have been provided:
(a) permit any member of the Group to proceed with any merger, amalgamation, plan of arrangement, reorganization or other business combination or similar transaction or the acquisition of any of the Purchased Shares;
(b) reduce the capital of any member of the Group;
(c) amend any of the articles or by-laws of any member of the Group;
(d) split, combine or reclassify any outstanding securities of any member of the Group or allot, reserve, set aside, issue, authorize, purchase, redeem, deliver, create an Encumbrance on or dispose of any securities of any member of the Group;
(e) (i) make any change in the Group’s accounting or financial accounting policies, practices, principles, methods or procedures, or (ii) revalue any of its properties or assets, including writing-off notes or accounts receivable,
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other than in the Ordinary Course, in each case, except as required by applicable Law or as required or permitted by IFRS;

(f) make, declare, set aside or pay any dividend or any other distribution (in cash, securities or other property) on, or purchase, redeem, repurchase or otherwise acquire, any class of securities of a member of the Group, except to transfer all Cash amounts out of the Group in connection with the Closing;
(g) (i) invest or acquire an interest in (by amalgamation, merger, consolidation, exchange, purchase of securities, contributions to capital to purchase, lease or license of assets or otherwise) or make a capital contribution to, directly or indirectly, in one transaction or in a series of related transactions, any Person or any equity interests therein, or any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of [ dollar amount redacted ] individually; or (ii) enter into any joint venture, legal partnership, limited liability corporation or similar arrangement with any third Person;
(h) (i) sell, lease, license, assign, let lapse, abandon, exchange, mortgage, pledge, swap, voluntarily lose the right to use, in whole or in part, or subject to any Encumbrance (other than Permitted Encumbrances), or otherwise transfer or dispose of, directly or indirectly, in one transaction or in a series of related transactions, any member of the Group’s assets, tangible or intangible, (A) in the case of tangible property, which have a value greater than [ dollar amount redacted ] in the aggregate, other than inventory sold in the Ordinary Course and obsolete inventory, and (B) in the case of intangible property consisting of Intellectual Property, other than nonexclusive licenses granted to customers or distributors in the Ordinary Course; or (ii) waive, cancel, release or assign to any Person any material right or Claim (including Indebtedness owed to any member of the Group), provided that the exception contained in (A) does not apply to the Purchased Assets and the IP Assets;
(i) authorize, or make any commitment with respect to, any single capital expenditure that is in excess of [ dollar amount redacted ] or capital expenditures that are, in the aggregate, in excess of [ dollar amount redacted ];
(j) enter into any new line of business or discontinue any existing line of business;
(k) except as required by applicable Law: (i) make, amend, rescind or change any material Tax election, information schedule, Tax Return or designation, (ii) settle or compromise any Tax Claim, assessment, reassessment, liability, proceeding or controversy, (iii) file any material amended Tax Return, (iv) enter into any material agreement with a Governmental
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Authority with respect to Taxes, (v) enter into or change any material Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification agreement that is binding on any member of the Group, (vi) surrender any right to Claim a material Tax abatement, reduction, deduction, exemption, credit or refund, (vii) consent to the extension or waiver of the limitation period applicable to any Tax matter, (viii) make a request for a material Tax ruling to any Governmental Authority, (ix) materially amend or change any of the methods for reporting income, deductions or accounting for income Tax purposes, (x) fail to prepare and timely file all Tax Returns required to be filed during such period or timely withhold and remit any withholding Taxes; and (xi) take or fail to take any action outside of the ordinary course of business that could reasonably be expected to have the effect of materially increasing the Tax liability, or materially decreasing any Tax asset, of the Purchaser, its Affiliates or any member of the Group for a Post-Closing Tax Period;

(l) prepay any Indebtedness before its scheduled maturity, or increase, create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any Indebtedness, any equity commitment or otherwise become liable with respect of the liabilities of any Person, in an amount, on a per transaction or series of related transactions basis other than (i) Indebtedness owing by one member of the Group to another member of the Group, (ii) in connection with the scheduled repayment of Indebtedness outstanding on the date hereof in the Ordinary Course, or (iii) in connection with advances under a member of the Group’s existing credit facilities in the Ordinary Course;
(m) make any loans or advances to any other Person, except for extensions of credit to customers in the Ordinary Course;
(n) grant any increase in, or materially decrease, the rate of wages, salaries and bonuses or other compensation or remuneration of Service Providers, except (i) as may be required by applicable Law, the terms of Contracts or a Collective Agreement (in each case, which exists prior to and as in effect as of the date of this Agreement) or (ii) for increases in annual salary or wages for Service Providers whose annual cash compensation (including bonuses, but excluding benefits) is less than [ dollar amount redacted ] (or EUR [ amount redacted ] for European Service Providers) to the extent that such increases are in the Ordinary Course and consistent with past practice and do not exceed [ percentage redacted ] on an individual basis; provided that notwithstanding the foregoing, the Vendors shall not allow any member of the Group to grant any increase in the rate of wages, salaries and bonuses or other cash compensation or remuneration of any executive officers or directors of any member of the Group or otherwise amend, change or modify the terms of employment, including any employment agreements, with any executive officers or directors of any member of the Group in a manner adverse to any member of the Group;
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(o) enter into, establish, adopt, amend or terminate any Group Benefit Plan (or any plan, Contract, program, policy, trust, fund or other arrangement that would be a Group Benefit Plan if it were in existence as of the date hereof), or amend or modify an existing Employee Plan or pay any benefit not required by (or accelerate or increase the amount or time of payment, vesting or funding of, any payment becoming due under) any Employee Plan as in effect of the date of this Agreement;
(p) grant severance, retention or termination pay to, or adopt, enter into or amend any severance, retention, termination, employment, consulting, bonus, change in control or severance agreement with, any Service Provider (other than any employment or consulting Contract in connection with the hiring of any Service Provider in accordance with Section 4.7.2(q), provided that such grant is consistent with past practice);
(q) (i) hire any executive officer or director, (ii) hire any Service Providers other than to fill vacancies arising due to terminations of employment of Service Providers whose annual cash compensation (including bonuses, but excluding benefits) is less than [ dollar amount redacted ] (or EUR [ amount redacted ] for European Service Providers), (iii) terminate the employment of any Service Provider whose annual cash compensation (including bonuses, but excluding benefits) is [ dollar amount redacted ] (or EUR [ amount redacted ] for European Service Providers) or more other than for cause or (iv) transfer the employment or engagement of any Service Provider from any member of the Group to any Vendor or any of their Affiliates (other than any member of the Group) or from any Vendor or any of their Affiliates (other than any member of the Group) to any member of the Group;
(r) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations (i) that involve the payment of monetary damages (net of any payments or proceeds received through insurance) in excess of an amount of [ dollar amount redacted ] in the aggregate; (ii) that involve the payment of immaterial non-monetary compensation, (provided that in the case of (i) and (ii), any such settlement or compromise does not result in any admission of wrongdoing by any member of the Group, or the imposition of any material restrictions (including through the granting of equitable relief) on the Business and operations of any member of the Group); or (iii) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;
(s) (i) amend or modify in any material respect, renew, terminate or waive any material right under any Material Contract except for immaterial amendments in the Ordinary Course; or (ii) enter into any Contract or agreement that would be a Material Contract if in effect on the date hereof except (A) any Contract with a term of less than [ period of time redacted ]
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for the sale or procurement of goods, inventory or services in the Ordinary Course or services entered into on arm’s length terms with a customer, dealer or supplier of a member of the Group in the Ordinary Course; or (B) a Contract for a material acquisition of inventory provided such Contract is made in the Ordinary Course;

(t) grant any material refunds, credits, rebates or other allowances to any end user, customer, reseller or distributor, in each case other than in the Ordinary Course;
(u) amend any existing Permit of any member of the Group, or abandon or fail to use commercially reasonable efforts to diligently pursue any application for any Permits or take any action, or fail to use commercially reasonable efforts to take any action, that could lead to or expected to lead to the termination of, or imposition of conditions on, any Permits of any member of the Group; or
(v) enter into any agreement or other commitment whatsoever to do any of the foregoing.

4.8 Cooperation for Closing

Subject to Section 4.9.1, each Party shall use its commercially reasonable efforts to execute and deliver all documents and things and perform all acts necessary or appropriate to give effect to the purposes and intent of this Agreement. Subject to Section 4.9.1, the Vendors shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set forth in Section 5.1 to the extent the same are within their control or the control of the Group. Subject to Section 4.9.1, the Purchaser shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions set forth in Section 5.2 to the extent the same are within its control. The Vendors shall promptly notify the Purchaser in writing of:

(a) any Material Adverse Change;
(b) any written notice or other written communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the transactions contemplated by this Agreement;
(c) any shareholder litigation against Dorel Industries, its Affiliates or any member of the Group or, to the Knowledge of the Vendors, any of its directors or officers relating to this Agreement and the transactions contemplated in this Agreement, and in any event within [ period of time redacted ] of when Dorel Industries, its Affiliates or any member of the Group receives written notice of the commencement of any such litigation, and thereafter keep the Purchaser reasonably informed of the status of such shareholder litigation; or
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(d) any material written notices, communications, filings, actions, suits, Claims, investigations or proceedings commenced or, to the Knowledge of the Vendors, threatened by, against, relating to or involving any member of the Group, or Dorel Industries and that relate to the transactions contemplated by this Agreement.

4.9 Required Regulatory Approvals

4.9.1 Required Regulatory Approvals . As soon as possible after the date hereof, and in any event within [ period of time redacted ] of the date hereof, unless the Parties mutually agree otherwise, the Purchaser and the Vendors’ Delegate shall prepare and share with one another drafts of filings (including any required information to be included therein) that are required to be made or filed with any applicable Governmental Authority in order to obtain the Required Regulatory Approvals, which filings shall be submitted to the applicable Governmental Authority as soon as practicable after the draft filings are finalized. In connection with obtaining the Required Regulatory Approvals, the Purchaser shall use its best efforts to obtain such Required Regulatory Approvals as soon as is reasonably practicable after the date of this Agreement (and in any case by no later than the Outside Date). [ provision redacted for purposes of confidentiality ]
4.9.2 Information and Requests . The Purchaser and the Vendors shall, and the Vendors shall procure that each member of the Group will, use their respective best efforts to furnish each other or the applicable Governmental Authority with such information and assistance as the other Party may reasonably request or which a Governmental Authority requests in order to obtain a Required Regulatory Approval. All requests and enquiries from any Governmental Authority shall be dealt with by the Purchaser and the Vendors in consultation with the other.
4.9.3 Requirements and Restrictions with Respect to Required Regulatory Approvals With respect to obtaining the Required Regulatory Approvals, the Parties shall:
(a) not extend or consent to any extension of any applicable waiting period or enter into any agreement with a Governmental Authority to not consummate the transactions contemplated herein, except with the prior written consent of the other Party;
(b) promptly notify each other of any written communications from a Governmental Authority relating to the Required Regulatory Approvals and provide the other Party with copies thereof, except to the extent that the communications contain competitively sensitive information, which competitively sensitive information will be provided only to the external legal counsel or external expert of the other and shall not be shared by such counsel or expert with any other Person;
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(c) use best efforts to respond as promptly as possible to any inquiries or requests received from a Governmental Authority in respect of the Required Regulatory Approvals;
(d) permit the other Party to review in advance any proposed substantive written communications of any nature with a Governmental Authority in respect of the Required Regulatory Approvals, and provide the other Party with final copies thereof, except to the extent that the communications contain competitively sensitive information, which competitively sensitive information will be provided only to the external legal counsel or external expert of the other Party and shall not be shared by such counsel or expert with any other Person; and
(e) not participate in any substantive meeting or discussion (whether in person, by telephone or otherwise) with a Governmental Authority in respect of the Required Regulatory Approvals unless it consults with the other Party in advance and gives the other Party the opportunity to attend and participate thereat (except where a Governmental Authority expressly requests that the other Party should not be present at the meeting or discussion or part or parts of the meeting or discussion, or except where competitively sensitive information may be discussed, in which case, with respect to meetings and discussions with the Commissioner, every effort will be made to allow external legal counsel to participate).
4.9.4 Filing Fees . All filing fees and applicable Taxes in respect of any filing made with a Governmental Authority to the extent incurred by the Purchaser in order to obtain the Required Regulatory Approvals (which, for avoidance of doubt, does not include any Transfer Taxes) shall be the sole responsibility of the Purchaser.
4.9.5 Outside Date . Notwithstanding anything to the contrary contained herein, in the event that the Required Regulatory Approvals have not been obtained by the Outside Date, the Outside Date may be extended, at the option of either Party, by successive [ period of time redacted ] periods, up to a maximum of [ period of time redacted ].

4.10 D&O Indemnification Rights and Insurance

The Purchaser agrees that it shall not permit or acquiesce any member of the Group amending, repealing or terminating any rights to indemnification or exculpation now existing in favour of any Person who was, at any time prior to Closing, a director or officer of any member of the Group, as provided in articles or by-laws or any indemnification agreements currently in effect. Prior to Closing, the Corporations will, at the cost of the Purchaser (provided that such cost does not exceed [ dollar amount redacted ]), also cause each member of the Group to secure from their insurers, directors’ and officers’ insurance coverage for the current and former directors and officers of each of member of the Group on a [ period of time redacted ] “trailing” (or “run-off”) basis on terms and conditions no less advantageous to them than those contained in the relevant policy in effect on the date

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hereof. The provisions of this Section 4.10 are for the benefit of, and shall be enforceable by, each director and officer referred to above, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any rights to indemnification or contribution that any such Person may have by Contract or otherwise.

4.11 Maintenance and Access to Records

The Purchaser agrees that it will retain all Books and Records and any other documents, information and files relating to the Group delivered to it by the Vendors or the Corporations and relating to any period ending on or prior to the Closing Date for a period of [ period of time redacted ] following the Closing Date. So long as such Books and Records and such other documents information and files are retained by the Purchaser, the Purchaser shall provide the Vendors’ Delegate or its authorized representatives reasonable access thereto (subject to the Vendors’ Delegate’s execution of a customary confidentiality agreement valid for a period of [ period of time redacted ] reasonably acceptable to the Purchaser) upon reasonable request and upon reasonable notice, and without undue interference to the business operations of the members of the Group, in connection with the preparation or defense of any audit, investigation, dispute or litigation (other than any such matter between the Purchaser and any Vendor or the Vendors’ Delegate or in relation to this Agreement or the transactions contemplated hereby) and its compliance with financial and tax reporting requirements, provided the Purchaser shall ensure that such arrangements shall be promptly addressed and facilitated. The Purchaser has the right to have its representatives present during any such inspection. In addition, the Vendors may also retain any copy of the Books and Records to the extent required by Law.

4.12 Tax Matters

4.12.1 Tax Filings. The Purchaser will cause to be prepared and filed on a timely basis, all income Tax Returns for the Group for any Pre-Closing Tax Period or any Straddle Period applicable to the Group and for which Tax Returns have not been filed as of the Closing Date, at the Purchaser’s expense. The Purchaser shall provide to the Vendors’ Delegate for its review a draft of each such Tax Return no later than [ period of time redacted ] prior to the due date for filing such Tax Return with the appropriate Tax Authority (which date shall include any applicable extensions). The Tax Returns should be prepared in a manner consistent with the past practices of the Group to the extent permitted by Law. The Purchaser shall make such changes to such Tax Returns as are reasonably requested by the Vendors’ Delegate, provided that such changes are not contrary to applicable Laws or inconsistent with the past practices of the Group, but only if such changes are requested no later than [ period of time redacted ] prior to the due date for filing such Tax Returns.
4.12.2 Pre-Closing Straddle Period . For purposes of this Agreement, to the extent it is necessary to allocate any Tax of any member of the Group for a Straddle Period, (i) property Taxes and any other Taxes imposed on a similar basis allocable to the Pre-Closing Tax Period shall be deemed to be the amount of such Tax for the entire taxable period multiplied by a fraction the numerator of which is the number of days in the taxable period ending on the Closing Date and the denominator of which
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is the number of days in such Straddle Period and (ii) the amount of all other Taxes (other than Transfer Taxes) of each member of the Group shall be determined based on an interim closing of the books as of the close of business on the Closing Date and as if the relevant member of the Group had a taxation year ending immediately before the Closing Date (provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (such as the deductions for depreciation and real estate Taxes) will be apportioned to the Pre-Closing Tax Period in a manner consistent with the methodology described in clause (i) hereof).

4.12.3 Other Tax Returns. The Purchaser shall prepare and file, or cause to be prepared and filed, all Tax Returns of each member of the Group not addressed in Section 4.12.1.
4.12.4 Changes to Tax Positions . The Purchaser covenants that it will not, and it will not cause or permit the Group, to take any action or make any election or deemed election applicable to a taxable period ending on or prior to the Closing Date, if such action or election would increase the Taxes borne by the Vendors, unless required by applicable Law.
4.12.5 Assistance on Tax Issues. The Corporations, the Vendors’ Delegate and the Purchaser will co-operate fully with each other and make available to each other in a timely fashion, all data and other information as may reasonably be required for the preparation of all Tax Returns referred to in Section 4.12 and in connection with any audit, litigation or other proceeding with respect to Taxes of members of the Group and will preserve that data and other information until the expiration of any applicable limitation period for maintaining books and records under any applicable Tax Laws with respect to the Tax Returns. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Notwithstanding Section 4.11, the Purchaser, the Vendors’ Delegate and the Corporations agree to retain all Books and Records with respect to Tax matters pertinent to the members of the Group relating to any Pre-Closing Tax Period or Straddle Period until the expiration of the statute of limitations (and, to the extent notified by the Purchaser or the Vendors’ Delegate, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any taxing authority. No provision of this Agreement shall be construed to require Purchaser to provide to any Person any right to access or to review any Tax Return or Tax document of Purchaser or any Affiliate or Purchaser (including any Tax Returns filed on a consolidated, combined or unitary basis with Purchaser or any Affiliate of Purchaser), except, in each case, to the extent of any stand-alone Tax Returns of any member of the Group and supporting Tax records relating solely and exclusively thereto.
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4.12.6 Tax Sharing Agreement s. All Tax Sharing Agreements shall be terminated as of the Closing Date and, after the Closing Date, no member of the Group shall be bound thereby or have any Liability thereunder.
4.12.7 Tax Elections .
(a) Notwithstanding anything herein to the contrary, each member of the Group treated as a partnership for U.S. federal income Tax purposes during any Pre-Closing Tax Period shall make the election under Section 6226(a) of the Code (and any similar provision of state or local Law) to “push out” any adjustment with respect to such period to the partners or former partners of such entity and the parties hereto shall take any other action such as filings, disclosures and notifications necessary to effectuate such election.
(b) The Purchaser and Dorel Industries shall jointly execute elections pursuant to subsection 167(1) of the Excise Tax Act (Canada) and any equivalent or corresponding provisions under any applicable provincial or territorial legislation such that no Goods and Sales Tax, Quebec Sales Tax and similar sales, valued-added or multi-staged Tax will be payable with respect to the purchase and sale of the Purchased Assets under this Agreement. The Purchaser and Dorel Industries shall make such election in prescribed form containing prescribed information and the Purchaser shall file such election on a timely basis, in compliance with the requirements of applicable Laws.
(c) The Purchaser and Dorel Industries shall jointly make a joint election respecting the sale of the accounts receivable pursuant to section 22 of the Tax Act and any equivalent or corresponding provisions under any applicable provincial or territorial legislation, and will designate and allocate therein that portion of the applicable portion of the Purchase Price attributable to the accounts receivable. The Purchaser and Dorel Industries shall make such election in prescribed form containing prescribed information and the Purchaser shall file such election on a timely basis, in compliance with the requirements of applicable Laws.
(d) The Purchaser and Dorel Industries shall jointly make and file an election pursuant to subsection 20(24) of the Tax Act and any equivalent or corresponding provisions under any applicable provincial or territorial legislation in the manner and within the timeframes prescribed thereunder, to have such provisions apply to the obligations in respect of the undertakings to which paragraph 12(1)(a) of the Tax Act and any equivalent or corresponding provisions under any applicable provincial or territorial legislation apply. The Purchaser and Dorel Industries acknowledge that a portion of the Purchased Assets to transferred by Dorel Industries having a value equal to the amount elected under section 20(24) of the Tax Act and any equivalent or corresponding provisions under any applicable provincial or territorial legislation will be transferred to Dorel Industries at Closing in consideration for the Purchaser’s assumption of the future obligations.
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4.12.8 Valuation .

(a) The Vendors shall deliver to the Purchaser a third party valuation, reasonably acceptable to the Purchaser, of the fair market value of the shares of [ name redacted ] that will be transferred out of the Group as part of the Pre-Closing Reorganization and such valuation shall be used in determining the Taxes resulting from the Pre-Closing Reorganization.
(b) The Vendors’ Delegate and the Purchaser shall reasonably cooperate in good faith to agree, promptly following the date hereof, on the fair market value of any assets (including any shares) of the U.S. members of the Group (other than [ name redacted ]) that will be transferred out of the Group as part of the Pre-Closing Reorganization. If the Vendors’ Delegate and the Purchaser are unable to agree on any such fair market value, they shall retain a third party valuator mutually acceptable to the Vendors’ Delegate and the Purchaser, acting reasonably and in good faith. The valuation of any such assets shall be the fair market mutually agreed between the Vendors’ Delegate and the Purchaser or determined by the third party valuator, as applicable, and such valuation shall be used in determining the Taxes resulting from the Pre-Closing Reorganization.
4.12.9 Transfer Taxes . All Transfer Taxes shall be borne [ clause redacted for purposes of confidentiality ]. The Party required by applicable Law to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall prepare and file such Tax Returns and other documentation.

4.13 Releases

4.13.1 As and from and subject to Closing, each Vendor, on behalf of such Vendor, each Affiliate of such Vendor, and each of their respective beneficiaries, heirs, executors, administrators, successors and assigns (collectively, the “ Vendor Releasing Parties ”) forever remises, releases and discharges each of the Corporations and each of their respective successors, assigns, officers, directors, managers and Service Providers (and each of their respective heirs, executors and administrators) of and from any and all Claims, actions, causes of action (in law or in equity), debts, Encumbrances and Liabilities of any nature whatsoever (whether direct or derivative, a Claim, defense or offset, known or unknown, or fixed or contingent, and including any Claim for indemnification or contribution) (collectively, the “ Released Claims ”) that the Vendor Releasing Parties, or any of them, has at Closing or ever had, or can, shall or may have after Closing, for, upon or by reason of any matter, cause or thing whatsoever occurring prior to the Closing or otherwise relating to any period from the beginning of time to the Closing, other than any Claims on account of the Corporations’ post-Closing obligations under this Agreement or any other Closing Document, or arising from fraud, wilful misconduct or gross negligence. Each Vendor, on behalf of itself and each other Vendor Releasing Party, covenants and agrees not to commence, join in or in any manner seek relief through any suit arising out of, based upon or relating to any
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Released Claims released hereunder, or in any manner (including by way of defense or offset) assert or cause or assist another to assert any Released Claims released hereunder. For the avoidance of doubt, each Vendor hereby waives any consent rights, pre-emptive rights, rights of first refusal and similar rights (including any right to receive notices in connection therewith) in connection with the transactions contemplated by this Agreement.

4.13.2 Each Vendor represents and warrants that none of such Vendor, any Affiliate of such Vendor, or any of their respective beneficiaries, heirs, executors, administrators, successors or assigns has assigned any Released Claims, and, from and after the date hereof, such Vendor shall not, and shall cause its Affiliates and their respective beneficiaries, heirs, executors, administrators, successors and assigns to not, assign any such Released Claim.
4.13.3 As and from and subject to Closing, each Corporation, on behalf of such Corporation, each Affiliate of such Corporation, and each of their respective beneficiaries, heirs, executors, administrators, successors and assigns (collectively, the “ Corporation Releasing Parties ”) forever remises, releases and discharges each of the Vendors and each of their respective successors, assigns, officers, directors, managers and employees (and each of their respective heirs, executors and administrators) of and from any and all Released Claims that the Corporation Releasing Parties, or any of them, has at Closing or ever had, or can, shall or may have after Closing, for, upon or by reason of any matter, cause or thing whatsoever occurring prior to the Closing or otherwise relating to any period from the beginning of time to the Closing, other than any Claims on account of the Vendor’s post-Closing obligations under this Agreement or any other Closing Document, or arising from fraud, wilful misconduct or gross negligence. Each Corporation, on behalf of itself and each other Corporation Releasing Party, covenants and agrees not to commence, join in or in any manner seek relief through any suit arising out of, based upon or relating to any Released Claims released hereunder, or in any manner (including by way of defense or offset) assert or cause or assist another to assert any Released Claims released hereunder.
4.13.4 Each Corporation represents and warrants that none of such Corporation, any Affiliate of such Corporation, or any of their respective beneficiaries, heirs, executors, administrators, successors or assigns has assigned any Released Claims, and, from and after the date hereof, such Corporation shall not, and shall cause its Affiliates and their respective beneficiaries, heirs, executors, administrators, successors and assigns to not, assign any such Released Claim.

4.14 R&W Insurance Policy

4.14.1 The Purchaser shall, as soon as practically possible after the date hereof and ultimately prior to Closing, purchase the R&W Insurance Policy from the R&W Insurer. Each Vendor shall, and shall cause each member of the Group to, provide such reasonable cooperation and provide all information reasonably required for the purchase of the R&W Insurance Policy by the Purchaser on terms and
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conditions and with an insurance coverage to the reasonable satisfaction of the Purchaser.

4.14.2 The Purchaser shall cause the R&W Insurance Policy to expressly provide that the R&W Insurer waives, and agrees not to pursue, directly or indirectly, any subrogation rights against Vendors with respect to any Claim made by any insured thereunder (except in the case of fraud). Without the prior written consent of the Vendors’ Delegate, the R&W Insurance Policy shall not allow any amendment or modification to, and the Purchaser shall not amend, waive or otherwise modify, the R&W Insurance Policy in any manner that would allow the R&W Insurer or any other Person to subrogate or otherwise make or bring any Claim against any one or more Vendors (except in the case of fraud).

4.15 Financing Arrangements

4.15.1 Prior to the Closing Date, the Vendors shall, and shall cause each member of the Group to, use their commercially reasonable efforts to provide all cooperation reasonably requested by the Purchaser in connection with arranging, obtaining and consummating its financing arrangements with third parties, including for settling the Paid-Out Creditors and any steps the Purchaser may, in its sole discretion, determine are necessary or desirable to take to repay or prepay and terminate, effective at or after the Closing, some or all Indebtedness.
4.15.2 Subject to the Vendors’ compliance with Section 4.15.1, the Purchaser acknowledges and agrees that the Purchaser obtaining financing is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in this Section 4.15 is not obtained, the Purchaser shall continue to be obligated to consummate the transactions contemplated by this Agreement, subject to and on the terms contemplated by this Agreement.

4.16 Pre-Closing Reorganization

The Vendors and the Corporations shall, and the Purchaser acknowledges and agrees that the Corporations shall have duly and unconditionally completed the implementation of the Pre-Closing Reorganization set forth on Section 4.16 of the Vendors’ Disclosure Schedule (including all elections set forth on such Schedule) prior to the Closing Date. The Parties hereby acknowledge and agree that Section 4.16 of the Vendors’ Disclosure Schedule sets out a high-level summary of the steps involved in the Pre-Closing Reorganization. The Purchaser and the Vendors’ Delegate shall, in good faith and in each case, acting in a commercially reasonable manner, promptly following the date hereof agree on the detailed steps of the Pre-Closing Reorganization, which detailed plan shall utilize the valuations obtained pursuant to Section 4.12.8, and such detailed plan shall be the “Pre-Closing Reorganization”. The Purchaser and the Vendors’ Delegate shall, prior to Closing, acting in a commercially reasonably manner and in good faith, mutually agree on the amount of Taxes (based on opinions, assessments and/or advice provided by the respective tax and

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financial advisors of the Purchaser and the Vendors’ Delegate) incurred or to be incurred as a result of the Pre-Closing Reorganization and agree that such amount shall be considered Indebtedness of the members of the Group. The Independent Firm shall resolve any disputes between the Purchaser and the Vendors’ Delegate relating to the detailed steps of the Pre-Closing Reorganization and/or the amount of Taxes incurred or to be incurred as a result of the Pre-Closing Reorganization, as if such disputes were subject to Section 2.10, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors’ Delegate in respect thereof or otherwise resolved between the Purchaser and the Vendors’ Delegate shall constitute the “Pre-Closing Reorganization” and/or the Taxes incurred or to be incurred as a result of the Pre-Closing Reorganization, respectively.

4.17 Change of Corporate Name

Forthwith following the Closing Date, but no later than [ period of time redacted ] after the Closing Date, the Purchaser shall cause the Group to discontinue any further actively use of the Dorel trade name. No later than [ period of time redacted ] after the Closing Date, the Purchaser shall cause each applicable member of the Group to file articles of amendment or otherwise take such corporate action as may be necessary to change its corporate name to a name making no reference to the Dorel trade name in any document used with the general public. For the purposes of this Section 4.17, references to “use” shall solely relate to “use” with the general public and nothing herein shall require the Purchaser to obtain new Permits in the name of the applicable member of the Group. The Purchaser and the Vendors’ Delegate shall reasonably cooperate in good faith to agree, during the Interim Period, on the terms and conditions of an agreement governing the use of the Dorel trade name by the Purchaser during the [ period of time redacted ] period after the Closing Date.

4.18 [ provision redacted for purposes of confidentiality ]

ARTICLE 5 CONDITIONS PRECEDENT

5.1 Conditions Precedent in favour of the Purchaser

5.1.1 Conditions . The obligations of the Purchaser to purchase the Purchased Shares, Purchased Assets and IP Assets shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the Purchaser’s exclusive benefit and may be waived by the Purchaser, in whole or in part, at its option):
(a) the covenants of the Vendors and the Corporations under Article 4 of this Agreement to be performed or complied with on or before the Closing Date shall have been performed or complied with in all material respects, and the Purchaser shall have received a certificate of the Vendors’ Delegate addressed to the Purchaser and dated as of the Closing Date confirming same;
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(b) the Fundamental Representations shall have been true and correct in all respects on the Closing Date as if made on and as of such date, including after giving effect to the Pre-Closing Reorganization, except for de minimus inaccuracies, and the Purchaser shall have received a certificate of the Vendors’ Delegate addressed to the Purchaser and dated as of the Closing Date confirming same;
(c) all other representations and warranties made by the Vendors and Dorel Industries in favour of the Purchaser pursuant to this Agreement shall have been true and correct on the Closing Date as if made on and as of such date, including after giving effect to the Pre-Closing Reorganization (other than in each case, those made as of a specified date, which shall be true and correct as of such specified date), except (i) to the extent that representations or warranties are affected by the occurrence of events or transactions expressly contemplated and permitted by this Agreement or otherwise consented to in writing by the Purchaser, and (ii) for breaches which do not result, individually or in the aggregate, in a Material Adverse Change (and, for this purpose, any reference to “material”, “Material Adverse Change” or other concepts of materiality in such representations and warranties shall be ignored), and the Purchaser shall have received a certificate of the Vendors’ Delegate addressed to the Purchaser and dated as of the Closing Date confirming same;
(d) no Order, Claim or investigation shall have been commenced by any Governmental Authority against any member of the Group, a Vendor or the Purchaser that remains pending and would seek to: (i) prohibit the consummation of the transactions contemplated by this Agreement (including the Pre-Closing Reorganization); or (ii) prohibit the ownership or operation by the Purchaser of the Purchased Shares, the Purchased Assets, the IP Assets, or any material portion of the Business or assets of any member of the Group following Closing;
(e) the Pre-Closing Reorganization shall have been implemented as set out in Section 4.16 to the Vendors’ Disclosure Schedule; and
(f) all Required Regulatory Approvals shall have unconditionally been obtained.

5.2 Conditions Precedent in favour of the Vendors

5.2.1 Conditions . The obligations of the Vendors to sell the Purchased Shares shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions precedent (each of which is for the exclusive benefit of the Vendors and may be waived by the Vendors, in whole or in part, at their option):
(a) the covenants of the Purchaser under this Agreement to be performed or complied with on or before the Closing Date shall have been performed or
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complied with in all material respects, and the Vendors shall have received a certificate of each of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same;

(b) the representations and warranties made by the Purchaser in favour of the Vendors pursuant to this Agreement shall have been true and correct in all respects on the Closing Date as if made on and as of such date (other than those made as of a specified date, which shall be true and correct in all material respects as of such specified date), except for de minimus inaccuracies, and the Vendors shall have received a certificate of the Purchaser addressed to the Vendors and dated as of the Closing Date, confirming same;
(c) no Order shall have been enacted or issued to prohibit the completion of the transactions contemplated in this Agreement in accordance with the provisions herein; and
(d) all Required Regulatory Approvals shall have unconditionally been obtained.

ARTICLE 6 CLOSING ARRANGEMENTS

6.1 Closing

The transactions contemplated herein shall be completed as of 9:00 a.m. Eastern Time on the Closing Date by way of electronic closing or at any location agreed upon in writing by the Purchaser and the Vendors provided, however, that the Parties agree that the Closing shall take effect from the Effective Time.

6.2 Vendors’ Closing Deliveries

6.2.1 Vendor Deliveries . At the Closing, the Vendors shall deliver or cause to be delivered to the Purchaser the following documents:
(a) the certificate of a senior officer of the Vendors’ Delegate, acting as an officer and without personal Liability, confirming as of the Closing Date the representations, warranties and covenants of the Vendors, Dorel Industries or the Corporations as set out in Sections 5.1.1(a), 5.1.1(b) and 5.1.1(c) of this Agreement;
(b) an assignment and assumption agreement in a form mutually agreed by the Purchaser and Vendors’ Delegate, acting reasonably and in good faith, relating to the Assumed Contracts, the Purchased Assets and the IP Assets;
(c) all share certificates representing the Purchased Shares duly endorsed for transfer;
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(d) resignations from all directors of each member of the Group from their positions with the Group duly executed by each such director;
(e) the share transfer registry book of [ name redacted ], with the share transfer forms for the Purchased Shares issued by [ name redacted ] duly signed by the applicable Vendors, and the share registry book of [ name redacted ];
(f) the amendment to the articles of association of [ name redacted ] implementing the transfer of its Purchased Shares to Purchaser, in a form mutually agreed by the Parties, duly signed by the applicable Vendors;
(g) the fully executed Pay-Out Letters;
(h) fully executed receipts and releases from [ names redacted ], in a form mutually agreed by the Purchaser and Vendors’ Delegate, acting reasonably and in good faith;
(i) the Escrow Agreement duly executed by the Vendors’ Delegate;
(j) the Transition Services Agreement (if any) duly executed by Dorel Industries;
(k) on behalf of each member of the Group treated as a corporation for U.S. federal income Tax purposes that is organized in the United States, (i) a duly executed certificate, dated no more than [ period of time redacted ] prior to the Closing Date, satisfying the requirements of Treasury Regulations Sections 1.897-2(h) and 1.1445-2(c)(3) and stating that the equity interests in such member of the Group are not “United States real property interests,” and (ii) a notice to the IRS in accordance with Treasury Regulations Section 1.897-2(h);
(l) reciprocal releases and discharges (at no cost for the members of the Group) between the Vendors and the directors of each member of the Group on the one hand, and each member of the Group on the other hand, from any Claims one might have or may claim to have against the other duly executed by each of the Vendors, each such director, and each member of the Group; and
(m) a copy of the Data Room on a flash drive or other electronic storage medium reasonably acceptable to the Purchaser.

6.3 Purchaser Closing Deliveries

6.3.1 Purchaser Deliveries . At the Closing, the Purchaser shall deliver or cause to be delivered to the Vendors the following documents and payments:
(a) the payment of each of the amounts set forth in Section 2.7;
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(b) the certificate of a senior officer of the Purchaser, acting as an officer and without personal Liability, confirming as of the Closing Date the representations, warranties and covenants of the Purchaser as set out in Sections 5.2.1(a) and 5.2.1(b) of this Agreement;
(c) evidence that the Required Regulatory Approvals have been obtained; and
(d) the Escrow Agreement duly executed by the Purchaser.

ARTICLE 7 LIMITATIONS ON LIABILITY

7.1 Limitations on Liability

7.1.1 Subject to Section 7.1.3 and without limiting the Purchaser’s rights under Section 4.13.1 or any representations, R&W Insurance Policy, or to terminate this Agreement pursuant to Section 8.1.3, none of the Vendors or any member of the Group shall be liable (i) for any inaccuracy or breach of any representations and warranties of the Vendors and Dorel Industries set forth in this Agreement or in any Closing Document or (ii) any breach of or failure to comply with, by any of the Vendors or Corporations, any covenant or other obligation in this Agreement required to be complied with or performed prior to Closing.
7.1.2 The Parties hereby: (i) acknowledge and agree that the limitations on liability set forth herein were expressly bargained for and are a material inducement for the Parties to enter into this Agreement and consummate the transactions contemplated hereby; (ii) knowingly, voluntarily and irrevocably waive any rights and remedies to which they would otherwise be entitled absent such limitations; and (iii) covenant not to make or bring any claim, demand or cause of action not permitted by this Article 7, in all cases, whether in Contract, at Law, in equity or otherwise. The Parties intend that this Article 7 shall alter all applicable statutes of limitation.
7.1.3 Nothing in this Article 7 shall limit the Liability of (i) the Vendors for fraud or for breaches of the covenants and obligations contained Sections 2.9, 4.4, 4.5, 4.6 and/or 4.12; or (ii) the Purchaser for fraud or for breaches of the covenants contained Sections 4.5, 4.11, 4.12, 4.14 and/or 4.17.

ARTICLE 8 TERMINATION

8.1 Termination

8.1.1 Mutual Termination . This Agreement may be terminated by the mutual written agreement of the Parties at any time prior to Closing.
8.1.2 Outside Date . This Agreement may be terminated by the Purchaser or the Vendors’ Delegate if the Closing has not occurred prior to or on the Outside Date, provided that the Purchaser or the Vendors’ Delegate may not terminate this Agreement
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pursuant to this Section 8.1.2 if the failure of the Closing to so occur has been caused by, or is a result of, the failure by the Purchaser or any of the Vendors or the Corporations, respectively to perform or comply with any of its obligations or covenants under this Agreement, or the inaccuracy of any of its representations or warranties (as applicable) (it being understood that such right for termination only is available to the non-defaulting party).

8.1.3 Termination by the Purchaser . The Purchaser, when not in default in any material respect in the performance of its obligations or covenants under this Agreement, may elect, without prejudice to any other rights, to terminate this Agreement at any time prior to the Closing by written notice to the Vendors if: (i) the obligations and covenants of any of the Vendors or the Corporations under this Agreement which are required to be performed or complied with on or before the Closing Date have not been performed or complied such that the condition contained in Section 5.1.1(a) would not be satisfied, or (ii) the representations and warranties of the Vendors and Dorel Industries shall have been not true or correct on the Closing Date such that the conditions contained in Sections 5.1.1(b) or 5.1.1(c) would not be satisfied, and such failure to perform or comply with its obligations and covenants or inaccuracy of its representations and warranties is not cured in accordance with Section 8.1.5 or is incapable of being cured prior to the Outside Date.
8.1.4 Termination by the Vendors . The Vendors’ Delegate, when the Vendors are not in default in any material respect in the performance of their respective obligations or covenants under this Agreement, may, without prejudice to any other rights, terminate this Agreement, for and on behalf of the Vendors, at any time prior to the Closing by written notice to the Purchaser if: (i) the obligations and covenants of the Purchaser under this Agreement which are required to be performed or complied with on or before the Closing Date have not been performed or complied with such that the condition contained in Section 5.2.1(a) would not be satisfied, (ii) the representations and warranties of the Purchaser shall have been not true or correct on the Closing Date such that the conditions contained in Section 5.2.1(b) would not be satisfied, and such failure to perform or comply with its obligations and covenants or inaccuracy of its representations and warranties is not cured in accordance with Section 8.1.5 or is incapable of being cured prior to the Outside Date.
8.1.5 Termination Notice . No Party may elect to exercise its right to terminate this Agreement pursuant to Section 8.1.3 or 8.1.4 unless the Party seeking to terminate this Agreement (the “ Terminating Party ”) has delivered a notice (“ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all failures to perform or comply with obligations and covenants or inaccuracies of representations and warranties hereunder. After delivering a Termination Notice, the Terminating Party may not exercise its termination right until the later of (a) the Outside Date, and (b) the date that is [ period of time redacted ] following receipt of the Termination Notice by the Breaching Party, if such matter has not been cured by such date; provided that, for greater certainty, if such matters are not capable of
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being cured by the later of the Outside Date or, at any time following receipt of a Termination Notice, the Breaching Party fails to reasonably proceed to cure all failures to perform or comply and/or inaccuracies, the Terminating Party may immediately exercise the applicable termination right.

8.1.6 Effect of Termination . In the case of any termination of this Agreement pursuant to this Article 8, this Agreement shall be of no further force and effect except for Sections 4.2 [Confidentiality], 9.3 [Costs and Expenses], 9.4 [Public Announcements], 9.5 [Successors and Assigns], 9.6 [Entire Agreement], 9.9 [Notices], and 9.10 [Governing Law], which shall continue in full force and effect.
8.1.7 Remedies .
(a) The Parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such provisions. Prior to the valid termination of this Agreement pursuant to this Article 8, the Purchaser and the Vendors shall be entitled to seek an injunction, specific performance and other equitable relief to prevent or cure breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which the Purchaser and the Vendors are entitled at Law or in equity.
(b) Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that (i) there is adequate remedy at Law; or (ii) an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any Party seeking an injunction or injunctions to prevent breaches of this Agreement when expressly available pursuant to the terms of this Agreement and to enforce specifically the terms and provisions of this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order o injunction.

ARTICLE 9 GENERAL

9.1 Further Assurances

Each of the Parties hereto shall from time to time execute and deliver all such further documents and instruments and do all acts and things as another Party may after the Closing Date reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

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9.2 No Waiver

Failure of a Party to insist upon the strict performance of any term or condition of this Agreement or to exercise any right, remedy or recourse hereunder shall not be construed as a waiver or relinquishment of any such term and condition.

9.3 Costs and Expenses

Each of the Parties shall be responsible for and pay its legal, financial advisory and accounting costs and expenses incurred in connection with the consummation of the transactions contemplated herein, including the preparation, execution and delivery of this Agreement and the Closing Documents, and any other costs and expenses whatsoever and howsoever incurred in connection herewith and/or therewith; it being understood, for greater certainty, that the Transaction Expenses shall be taken into account in the calculation of the Purchase Price.

9.4 Public Announcements

All public notices to third parties and all other announcements, press releases and publicity concerning the Agreement or the transactions contemplated by the Agreement must be jointly planned and coordinated by the Vendors’ Delegate and the Purchaser. No Party will act unilaterally in this regard without the prior consent of the other Parties unless, and only to the extent that, disclosure is required to meet the timely disclosure obligations of any Party under applicable securities Laws or stock exchange rules in circumstances where prior consultation with the other Party is not practicable, or the disclosure is to the Party’s board of directors, senior management and its legal, accounting, financial or other professional advisers.

9.5 Successors, Assigns and Assignments

This Agreement will enure to the benefit of and be binding upon the respective successors (including any successor by reason of the amalgamation or statutory arrangement of any Party) and permitted assigns of the Parties. This Agreement may not be assigned by any Party without the prior written consent of the other Parties. Notwithstanding the foregoing, the Purchaser may assign some or all rights or obligations hereunder (including with respect to acquiring the Purchased Shares, the Purchased Assets and the IP Assets) (a) to any one or more Affiliates of the Purchaser, provided, that such Affiliate and the assigning Purchaser shall be jointly and severally liable with respect to all of the obligations of the Purchaser hereunder, including the representations, warranties, covenants and other agreements of the Purchaser hereunder, (b) in favour of any debt and/or equity finance provider to the Purchaser or (c) in connection with any acquisition of any Corporation or the Purchaser (whether by merger, consolidation, purchase of equity interests, purchase of assets, license or otherwise). Upon any such permitted assignment, the references in this Agreement to the Purchaser shall also apply to any such assignee unless the context otherwise requires. No assignment of this Agreement shall limit the assignor’s obligations hereunder, which for greater certainty, shall remain jointly and severally liable with the any such assignee.

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9.6 Entire Agreement

This Agreement and the Closing Documents constitute the entire agreement between the Parties with respect to the subject matters hereof and thereof and cancel and supersede any prior understandings, agreements, negotiations and discussions between the Parties with respect thereto. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement and the Closing Documents. No Party has been induced to enter into the Agreement in reliance on, and there will be no Liability assessed with respect to, any warranty, representation, opinion, advice or assertion of fact, except to the extent it has been reduced to writing and included as a term in the Agreement or in the other Closing Documents.

9.7 Amendments and Waivers

No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by the Purchaser, the Vendors’ Delegate and the Corporations. No waiver of any breach of any provision of this Agreement or any waiver or consent to depart from the requirements of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

9.8 Conflicts and Privilege

It is acknowledged by each of the Parties that the Vendors have retained Fasken Martineau DuMoulin LLP (“ Fasken ”) to act as their counsel in connection with this Agreement and the transactions contemplated hereby. The Purchaser acknowledges and agrees that, in the event that a dispute arises after Closing between any Vendor, on the one hand, and the Purchaser, on the other hand, Fasken may represent the Vendors in such dispute, even though the interests of the Vendors may be directly adverse to the Purchaser or the Group, and even though Fasken may have represented the Group in a matter substantially related to such dispute, or may be handling ongoing matters for the Group. The Purchaser further acknowledges and agrees that, as to all communications among Fasken and any Vendor or the Group that relate in any way to this Agreement and the transactions contemplated hereby, the attorney or solicitor-client privilege and the expectation of client confidence will survive the Closing and will remain in effect; provided, that such privilege from and after the Closing will be assigned to and controlled by the Vendors. As to any privileged attorney client communications among Fasken and any Vendor or the Group prior to the Closing Date (collectively, the “ Privileged Communications ”), the Purchaser, any member of the Group and their respective assigns will not use or rely on any of the Privileged Communications in any action or claim against or involving any Vendor or the Group after the Closing. Notwithstanding the foregoing, in the event that a dispute arises between the Purchaser or the Group, on the one hand, and a third party other than a party to this Agreement, on the other hand, after the Closing, the Group may assert the attorney or solicitor-client privilege on behalf of the Vendors to prevent disclosure of Privileged Communications to such third party; provided, however, that the Group may not waive such privilege without the prior written consent of the Vendors’ Delegate.

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9.9 Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and will be given by personal delivery, by registered mail, by courier services or by e-mail addressed to each Party as set forth in Schedule 9.9 or to other coordinates that have been designated by notice by any recipient Party to the others, to such other address, individual or electronic communication number.

Any demand, notice or other communication given by personal delivery or courier services shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by registered mail, on the [ period of time redacted ] following the deposit thereof in the mail and, if given by e-mail, on the day of transmittal thereof if given during the normal business hours of the recipient on a Business Day and on the next Business Day if not given during such hours. If the Party giving any demand, notice or other communication knows or ought reasonably to know of any difficulties with the postal system that might affect the delivery of mail, any such demand, notice or other communication may not be mailed but must be given by personal delivery or by electronic communication.

9.10 Governing Law and Forum

This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the Laws of Canada applicable therein. Each of the Parties irrevocably submits and attorns to the jurisdiction of the courts of the Province of Ontario situated in the city of Toronto to determine all issues, whether at law or in equity arising from the Agreement. To the extent permitted by applicable Law, each of the Parties irrevocably waives any objection (including any claim of inconvenient forum) to the venue of any legal proceeding arising out of or relating to the Agreement in the courts of the Province of Ontario in the city of Toronto, or that the subject matter of the Agreement may not be enforced in these courts, and irrevocably agrees not to seek, and hereby waives any right to, judicial review by any court which may be called upon to enforce the judgment of these courts, of the substantive merits of any such suit, action or proceeding. To the extent a Party has or hereafter may acquire any immunity from the jurisdiction of any court or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) with respect to itself or its property, that Party irrevocably waives that immunity in respect of its obligations under the Agreement .

9.11 Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

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9.12 Specific Performance and other Discretionary Rights

Each of the Parties acknowledges and agrees that a breach by a Party of any obligation in this Agreement shall cause the other Party to sustain injury for which it would not have an adequate remedy at Law for money damages. Therefore, each of the Parties agrees that in the event of any such breach, the aggrieved Party shall be entitled to specific performance of such obligation and provisional interlocutory and permanent injunctive relief and other equitable remedies to which it may be entitled and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive relief or other equitable remedies.

9.13 Counterparts

This Agreement may be executed in one or more counterparts, each of which shall conclusively be deemed to be an original but all of which taken together shall be deemed to constitute one and the same agreement. An electronic transmission of the Agreement bearing a signature on behalf of a Party shall be legal and binding on such Party.

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IN WITNESS WHEREOF the Parties have executed this Agreement on the date first written hereinabove.