AI assistant
ECN Capital Corp. — M&A Activity 2025
Nov 24, 2025
47378_rns_2025-11-24_52bb6305-c2b5-4c88-9fdd-868f4831496e.pdf
M&A Activity
Open in viewerOpens in your device viewer
SHAREHOLDER VOTING SUPPORT AGREEMENT
THIS AGREEMENT is made as of November 13, 2025.
BETWEEN:
CHAMPION CANADA HOLDINGS INC., a corporation existing under the Province of Ontario
(the "Shareholder")
- and -
SINATRA CA ACQUISITION CORP., a corporation existing under the laws of the Province of Ontario.
(the "Purchaser")
WHEREAS the Purchaser and ECN Capital Corp. (the "Company") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Company under Section 182 of the Business Corporations Act (Ontario), the result of which shall be the acquisition by the Purchaser of all the issued and outstanding common shares (the "Shares") of the Company; and
WHEREAS, as a condition to the willingness of the Purchaser to enter into the Arrangement Agreement and incur the obligations set forth therein, the Purchaser has requested that the Shareholder enter into this Agreement; and
WHEREAS the Shareholder is the beneficial and/or registered owner of, or exercises control or direction over, the Shares or other securities convertible into or exercisable for Shares as set forth on the signature page hereof (the "Holder Securities");
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1 INTERPRETATION
Section 1.1 Definitions in Arrangement Agreement
All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Arrangement Agreement.
2
ARTICLE 2
COVENANTS OF THE SHAREHOLDER
Section 2.1 General
The Shareholder hereby covenants and irrevocably agrees in favour of the Purchaser that, from the date hereof until the earlier of (i) the Effective Time, and (ii) the termination of this Agreement in accordance with Article 5:
(a) at any meeting of the Company to be held to consider the Arrangement (including the Company Meeting, and at any postponement or adjournment thereof, and including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement Resolution, is sought, the Shareholder shall cause its Holder Securities that have a right to vote at the Company Meeting, or at any postponement or adjournment thereof, to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Holder Securities in favour of the approval, consent, ratification and adoption of the Arrangement Resolution;
(b) at any meeting of securityholders of the Company (including in connection with any separate vote of any sub-group of securityholders of the Company that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its Holder Securities that have a right to vote at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Holder Securities against: (i) any Acquisition Proposal and any action, proposal, transaction, agreement or matter that would reasonably be expected to enable, encourage, support, promote, lead to or otherwise facilitate an Acquisition Proposal; and (ii) any action, proposal, transaction, agreement or matter that would reasonably be expected to (A) impede, interfere with, delay, discourage, prevent, adversely affect, inhibit or frustrate the consummation of the Arrangement or the fulfillment of the conditions to the consummation of the Arrangement, or (B) change in any manner the voting rights of any class of securities of the Company or any Subsidiary;
(c) in connection with and subject to Section 2.1(a) and Section 2.1(b), no later than five (5) Business Days prior to any meeting of the Company to be held to consider the Arrangement (including the Company Meeting, or any postponement or adjournment thereof), the Shareholder hereby agrees to deliver or to cause to be delivered to the Company or its transfer agent in accordance with the instructions to be set out in the management information circular in connection with such meeting, with a copy or other evidence of deposit to the Purchaser concurrently, a duly executed proxy or proxies or voting instruction form(s) voting in favour of the
approval of the Arrangement Resolution, to name in such proxy or proxies or voting instruction form(s) those individuals as may be designated by the Company in the Company Circular and such proxies or voting instruction forms not to be revoked or withdrawn without the prior written consent of the Purchaser;
(d) the Shareholder hereby revokes and will take all steps necessary to effect the revocation of any and all authorities pursuant to any proxy, power of attorney, attorney in-fact, voting trust, vote pooling, voting instruction form, other voting document or other agreement with respect to the right to vote, call meetings of shareholders of the Company or give consents or approvals of any kind, in any case, that may conflict or be inconsistent with the matters set forth in this Agreement;
(e) the Shareholder shall not, and shall ensure that its affiliates do not, directly or indirectly, through any officer, director, employee, shareholder, representative or agent or otherwise: (i) solicit proxies, or become a participant in a solicitation in opposition to, or in competition with, the Arrangement or any Alternative Transaction (as defined below); (ii) assist any Person in taking or planning any action that would compete with, restrain or otherwise interfere with or inhibit the Arrangement or any Alternative Transaction; (iii) act jointly or in concert with others with respect to voting securities of the Company for the purpose of opposing or competing with the Purchaser in connection with the Arrangement or any Alternative Transaction; (iv) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any of its Subsidiaries) any inquiry, proposal or offer from any Person that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal; (v) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser, its affiliates and their respective Representatives) regarding any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal; (vi) support, endorse or enter into, or publicly propose to support, endorse or enter into, any agreement, letter of intent, understanding or arrangement with any Person (other than the Purchaser and its affiliates or any Person acting jointly or in concert with the aforementioned Persons) in respect of an Acquisition Proposal; (vii) publicly withdraw support for the Arrangement; and (viii) requisition or join in the requisition of any meeting of the securityholders of the Company;
(f) the Shareholder shall immediately cease and cause to be terminated any solicitations, encouragement, discussions and negotiations, if any, with any Person or group of Persons (other than the Purchaser and its affiliates or any Person acting jointly or in concert with the aforementioned Persons) or any agent or representative of any such Person or group of Persons commenced on or prior to the date of this Agreement with respect to any inquiry, proposal or offer that constitutes, or would reasonably be expected to constitute or lead to, an Acquisition Proposal;
3
(g) the Shareholder shall not, directly or indirectly, without the Purchaser’s prior written consent, (i) sell, assign, transfer, gift, option, pledge, dispose of, hypothecate, alienate, grant a security interest in, encumber or tender to offer, transfer any economic interest (directly or indirectly) or otherwise convey (each, a “Transfer”) any of the Holder Securities or enter into any agreement, option, commitment or other arrangement with respect to a Transfer of any of the Holder Securities to any Person, other than pursuant to the Arrangement Agreement; (ii) enter into any forward sale, repurchase agreement, swap, short sale, forward, option, hedging or other monetization transaction with respect to any of the Holder Securities, or any right or interest therein (legal or equitable), to any Person or group of Persons; (iii) grant any proxy, power of attorney, or voting instructions, deposit any of the Holder Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Holder Securities other than pursuant to this Agreement; or (iv) agree to do any of the foregoing or take any action that would reasonably be expected to restrict or otherwise adversely affect the undersigned’s legal power, authority and right to comply with and perform its covenants and obligations under this Agreement, in each case, without the Purchaser’s prior written consent; provided that, notwithstanding the foregoing, the Shareholder may Transfer Holder Securities to a corporation, trust, or other entity directly or indirectly owned or controlled by the undersigned or under common control with or controlling the Shareholder and provided that such Transfer shall not relieve or release the Shareholder of or from its obligations under this Agreement, including, without limitation, the obligation of the Shareholder to vote or cause to be voted all Holder Securities at any meeting of the Company to be held to consider the Arrangement (including the Company Meeting, or any postponement or adjournment thereof) in favour of the approval, consent, ratification and adoption of the Arrangement, including the Arrangement Resolution, and any other matter necessary for the completion of the Arrangement.
(h) the Shareholder shall not take any other action of any kind, directly or indirectly, which would make any representation or warranty of the Shareholder set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing, impeding, interfering with or adversely affecting the performance by the Shareholder of its obligations under this Agreement;
(i) the Shareholder shall not, in respect of its Holder Securities and any other securities of the Company over which the Shareholder exercises control or direction, exercise any rights of appraisal, rights of dissent or any similar rights provided under Laws or otherwise in connection with the Arrangement, the Arrangement or any Alternative Transaction;
(j) the Shareholder shall promptly notify the Purchaser of the number of any additional securities of the Company that the Shareholder acquires beneficial and/or registered ownership of, or control or direction over, after the date hereof. Any such additional securities shall be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof and shall be included in the definition of “Holder Securities.” Without limiting the foregoing, in the event of any stock split, stock
4
dividend or other change in the capital structure of the Company affecting the securities of the Company, the number of securities constituting the Holder Securities shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any securities of the Company issued to Shareholder in connection therewith.
Section 2.2 Breach of Covenants
Without limiting the generality of the foregoing, the Shareholder shall cause its affiliates and direct its Representatives acting on its or its affiliates’ behalf to comply with the covenants in this Article 2 to the same extent they apply to the Shareholder, and any violation of any of the covenants set forth in this Article 2 by any such affiliate or Representative will be deemed to be a breach of this Article 2 by the Shareholder.
ARTICLE 3 SHAREHOLDER CAPACITY AND FIDUCIARY DUTIES
Notwithstanding any provision of this Agreement to the contrary, the Purchaser hereby agrees and acknowledges that the Shareholder is executing this Agreement and is bound hereunder solely in its capacity as a shareholder of the Company. Without limiting the provisions of the Arrangement Agreement, if the Shareholder or any shareholder or representative of the Shareholder is a director, officer or employee of the Company, then nothing contained in this Agreement shall in any way limit or affect any actions taken by such Shareholder, or such shareholder or representative of the Shareholder, solely in his or her capacity, as director, officer or employee of the Company, and such Shareholder, or such shareholder or representative of the Shareholder, that is a director or officer of the Company shall not be limited or restricted in any way whatsoever in the exercise of his or her fiduciary duties as a director or officer of the Company or other legal obligation to act in the best interests of the Company, including, without limitation, responding, in his or her capacity as a director of the Company, to a written Acquisition Proposal and providing information to such party in accordance with the provisions of the Arrangement Agreement.
ARTICLE 4 REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations and Warranties of the Shareholder
The Shareholder represents and warrants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(a) Capacity and Authorization. The Shareholder is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and it has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and no other corporate proceedings on its part are necessary to authorize this Agreement.
5
(b) Enforceable. This Agreement has been duly executed and delivered by the Shareholder and is a legal, valid and binding agreement enforceable against the Shareholder in accordance with its terms subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction, and the performance of the Shareholder of its obligations hereunder will not constitute a violation or breach or default under, or conflict with (i) any constating documents of the Shareholder, (ii) any Laws, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any contract, commitment, understanding, arrangement or agreement to which the Shareholder is a party or by which the Shareholder or any of the Shareholder's property or assets is bound at the time of such performance.
(c) Ownership of Holder Securities and Other Securities by the Shareholder. The Shareholder is the sole registered and/or beneficial owner of the Holder Securities. Except as contemplated in the Arrangement Agreement and under this Agreement, the Shareholder is and will be, immediately prior to the Effective Date, the registered and/or beneficial owner of its Holder Securities with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever that would reasonably be expected to prevent or restrict the Shareholder from transferring the Holder Securities pursuant to the Arrangement.
(d) Exercise of control or direction. Other than the Holder Securities and as has been publicly disclosed in the early warning report dated September 28, 2023, the Shareholder does not own of record or beneficially, or exercise control or direction over, or hold any right to acquire, any securities of the Company.
(e) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Holder Securities, or any interest therein or right thereto, except pursuant to this Agreement and the Arrangement Agreement.
(f) Voting. The Shareholder has the sole and exclusive right to enter into this Agreement and to vote the Holder Securities as contemplated herein and will continue to have such right until immediately following the approval, consent, ratification and adoption of the Arrangement Resolution at any meeting of the Company to be held to consider the Arrangement (including the Company Meeting, or any postponement or adjournment thereof). Other than pursuant to the Investor Rights Agreement, none of the Holder Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote the Holder Securities (other than pursuant to this Agreement), call meetings of shareholders or give consents or approvals of any kind.
6
(g) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Shareholder in connection with the execution, delivery or performance of this Agreement.
(h) Legal Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Shareholder, threatened against the Shareholder or any judgment, writ, injunction, decree or order against the Shareholder that would materially adversely affect in any manner the ability of the Shareholder to enter into this Agreement and to perform its obligations hereunder or the title of the undersigned to any of the Holder Securities.
Section 4.2 Representations and Warranties of the Purchaser
The Purchaser hereby represents and warrants to the Shareholder as follows, and acknowledges that the Shareholder is relying upon such representations and warranties in entering into this Agreement that:
(a) Capacity and Authorization. The Purchaser is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and it has all requisite corporate power and authority to enter into and deliver this Agreement and the Arrangement Agreement and to perform its obligations hereunder and thereunder no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the Arrangement Agreement.
(b) Enforceable. Each of this Agreement and the Arrangement Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement enforceable against it in accordance with its terms subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction, and the performance of the Purchaser of its obligations hereunder and thereunder will not constitute a violation or breach or default under, or conflict with (i) any constating documents of the Purchaser, (ii) any Laws, (iii) any judgment, decree, order or award of any Governmental Entity, or (iv) any contract, commitment, understanding, arrangement or agreement to which the Purchaser is a party or by which the Purchaser or any of the Purchaser's property or assets is bound at the time of such performance.
(c) No Breach. Neither the execution and delivery of this Agreement or the Arrangement Agreement by the Purchaser nor the performance by the Purchaser of its obligations hereunder or thereunder will result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights or payment obligation under any provision of: (i) any constating documents of the Purchaser,
7
(ii) any resolution of the Purchaser’s board of directors (or any committee thereof) or of the Purchaser’s shareholders, or (iii) any contract to which the Purchaser or any of the Purchaser’s Subsidiaries is a party or by which any of them is bound or their respective properties or assets are bound.
(d) Consents. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Purchaser in connection with the execution, delivery or performance of this Agreement or, except as disclosed therein, the Arrangement Agreement.
(e) Legal Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Purchaser, threatened against the Purchaser or any judgment, decree or order against the Purchaser that would materially adversely affect in any manner the ability of the Purchaser to enter into this Agreement or the Arrangement Agreement and to perform its obligations hereunder or thereunder.
ARTICLE 5
TERMINATION
Section 5.1 Termination
This Agreement may be terminated and be of no further force and effect upon the earliest of:
(a) the occurrence of the Effective Time;
(b) the mutual written agreement of the parties hereto;
(c) the valid termination of the Arrangement Agreement by the Company pursuant to Section 7.2(1)(iii)(b) of the Arrangement Agreement;
(d) written notice by the Shareholder to the Purchaser if without the prior written consent of the Shareholder, (i) the Purchaser changes the form of Consideration or decreases the Consideration (it being understood that a decrease pursuant to Section 2.11 [Adjustment to Consideration] of the Arrangement Agreement or Section 2.4 [Adjustment to Consideration] of the Plan of Arrangement shall not constitute a decrease in the Consideration for purposes of this (d)); or (ii) there is any other amendment or modification to the Arrangement or the transactions contemplated thereby that materially adversely affects the Shareholder whether or not similarly affecting the other shareholders, including amendments or modifications that could reasonably be expected to have a materially adverse tax impact on the Shareholder or its affiliates; and
(e) May 31, 2026.
Section 5.2 Effect of Termination
If this Agreement is terminated pursuant to this Article 5, this Agreement will become void and of no further force or effect without liability of any party to any other party to this Agreement, except nothing herein shall relieve any party hereto from any liability to any other party hereto for any liability for fraud or willful breach of this Agreement. The Shareholder shall be entitled to withdraw any form of proxy or voting instruction form(s) in respect of the Arrangement Resolution in the event that this Agreement is terminated in accordance with this Article 5.
ARTICLE 6
ALTERNATIVE TRANSACTION
Notwithstanding anything to the contrary herein, in the event that the Purchaser determines in good faith at any time following the date of this Agreement that it is necessary or desirable to implement the Arrangement other than pursuant to the Arrangement by way of an alternative form of transaction (any such transaction, an “Alternative Transaction”), such as a take-over bid, amalgamation or other form of business combination, on a basis that (x) provides for economic terms which are at least equivalent or better for the Shareholder to the economic benefits contemplated by the Arrangement (including with respect to tax impacts), and (y) is otherwise on terms and conditions that do not adversely affect the Shareholder whether or not affecting the other shareholders, the provisions of this Agreement shall apply mutatis mutandis and the Shareholder hereby covenants and agrees to support such Alternative Transaction and the consummation thereof in the same manner as the Arrangement, on the terms and subject to the conditions of this Agreement. Without limiting the generality of the foregoing, in connection with any such Alternative Transaction, the Shareholder shall:
(a) vote, or cause to be voted, all of the Holder Securities in favour of such Alternative Transaction (as applicable);
(b) not exercise, or permit the exercise of, any rights of dissent provided under any Law or otherwise, including any Dissent Rights in respect of such Holder Securities; and
(c) in the event that such Alternative Transaction is carried out by way of a take-over bid, tender and deposit, or causing to be tendered and deposited, all of the Holder Securities into such take-over bid, together with, as applicable, a duly completed and executed letter of transmittal as soon as practicable and, in any event, not later than ten (10) Business Days prior to the expiry time of such take-over bid.
ARTICLE 7
GENERAL
Section 7.1 Further Assurances
The Shareholder and the Purchaser shall, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party’s cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 7.2 Disclosure
Except as required by Laws or regulations or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably conditioned, withheld or delayed. Moreover, the parties agree to consult with each other prior to issuing each public announcement or statement with respect to this Agreement, subject to the overriding obligations of Laws. Each of the Shareholder and the Purchaser hereby consents to the disclosure of the substance of this Agreement in any press release, documents filed with the Court in connection with the Arrangement, including any Alternative Transaction, or any filing pursuant to Securities Laws, including the Company Circular and the filing of this Agreement on the Company's SEDAR+ profile.
Section 7.3 Time
Time is of the essence in this Agreement.
Section 7.4 Governing Law
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, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario Superior Court of Justice (Commercial List) situated in the City of Toronto or, only if such court does not accept or have jurisdiction, such other court of competent jurisdiction located in the City of Toronto, and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 7.5 Entire Agreement
This Agreement constitute the entire agreement and understanding between and among the parties hereto with respect to the subject matter hereof and supersedes any prior agreement, representation or understanding with respect thereto.
Section 7.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 7.7 Severability
If any provision of this Agreement is determined to be illegal, invalid or unenforceable by any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.
10
Section 7.8 Assignment
The provisions of this Agreement will be binding upon and enure to the benefit of the parties hereto and their respective successors and permitted assigns, provided that no party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, provided that the Purchaser may assign all or part of its rights under this Agreement to, and all or part of its obligations under this Agreement may be assumed by, any of its affiliates if the Purchaser continues to be liable jointly and severally with such affiliate for all of its obligations hereunder.
Section 7.9 Notices
Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement shall be in writing and shall be sufficiently given or made if delivered, or sent by telecopier or by email, in the case of:
(a) to the Purchaser at:
Sinatra CA Acquisition Corp.
450 Lexington Avenue
New York, NY 10017
United States
Attention: Todd Schell and Brett Shawn
Email: [REDACTED - PERSONAL INFORMATION]
with a copy (which shall not constitute notice) to:
Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, ON M5L 1B9
Canada
Attention: Brian Pukier and Mike Devereux
Email: [email protected] / [email protected]
and to:
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention: Mark F. Veblen
Email: [email protected]
11
to the Shareholder at:
c/o Champion Homes, Inc.
755 W Big Beaver Road, Suite 1000
Troy, Michigan
48084
Attention: Laurel Krueger
Email: [REDACTED - PERSONAL INFORMATION]
with a copy to (which shall not constitute notice):
King & Spalding LLP
1180 Peachtree Street NE
Atlanta, Georgia 30309
Attention: Erik Belenky
Email: [email protected]
And to:
McCarthy Tetrault LLP
66 Wellington St. W., Suite 5300
Toronto, Ontario M5K 1E6
Attention: Robert Hansen
Email: [email protected]
or to such other address as the relevant person may from time to time advise by notice in writing given pursuant to this Section 7.9. The date of receipt of any such notice, request, consent, agreement or approval shall be deemed to be the date of delivery or sending thereof if sent or delivered during normal business hours on a Business Day at the place of receipt and, otherwise, on the next following Business Day.
Section 7.10 Specific Performance and other Equitable Rights
(a) The parties agree that irreparable harm would occur for which money damages may not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to seek injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for proof of damages or for the securing or posting of any bond in connection with the obtaining of any such relief. The rights set forth in this Section 7.10, including rights of specific performance and enforcement, subject to Section 7.10(b), are in addition to any other remedy to which the parties may be entitled at Law or in equity.
12
(b) Each party hereby agrees not to raise any objections to the availability of the equitable remedies provided for herein and the parties further agree that (a) by seeking the remedies provided for in this Section 7.10, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement (including monetary damages), and (b) nothing set forth in this Section 7.10 shall require any party hereto to institute any Proceeding for (or limit any party’s right to institute any Proceeding for) specific performance under this Section 7.10 prior or as a condition to exercising any termination right under this Agreement, nor shall the commencement of any legal Proceeding pursuant to this Section 7.10 or anything set forth in this Section 7.10 restrict or limit any party’s right to terminate this Agreement in accordance with the terms hereof, or pursue any other remedies under this Agreement that may be available then or thereafter.
Section 7.11 Independent Legal Advice
The Shareholder acknowledges that the Shareholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that the Shareholder has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 7.12 Waiver
No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the party to be bound by the waiver. A party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a party from any other or further exercise of that right or the exercise of any other right.
Section 7.13 No Third Party Beneficiaries
The parties hereto intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the parties hereto (including any Person who becomes party hereto pursuant to a permitted transfer in accordance with Section 2.1(g) of this Agreement) and no Person, other than the parties hereto, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
Section 7.14 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
13
Section 7.15 Counterparts
This Agreement may be executed in any number of counterparts (including counterparts by any form of electronic communication) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.
[Remainder of page left intentionally blank. Signature page follows.]
14
IN WITNESS WHEREOF the parties have executed this Agreement as of the date first written above.
CHAMPION CANADA HOLDINGS INC.
By: (signed) “Tim Larson”
Name: Tim Larson
33,550,000
(Number of Common Shares)
27,450,000
(Number of Mandatory Convertible Preferred Shares, Series E)
16
Accepted and agreed on this 13th day of November, 2025.
SINATRA CA ACQUISITION CORP.
By: (signed) “Todd Schell”
Name: Todd Schell
Title: Director
17