EQB Inc. — M&A Activity 2022

Feb 8, 2022

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

among

CREDIT UNION CENTRAL OF SASKATCHEWAN

and

CONCENTRA BANK

and

EQUITABLE BANK

Dated as of February 7, 2022

ARTICLE 1 INTERPRETATION ............................................................................................. 4	ARTICLE 1 INTERPRETATION ............................................................................................. 4
1.1	Defined Terms. ............................................................................................................ 4
1.2	Headings, etc. ............................................................................................................. 18
1.3	Currency and Payment Obligations. .......................................................................... 19
1.4	Time Reference. ......................................................................................................... 19
1.5	Certain Expressions, Etc. ........................................................................................... 19
1.6	Knowledge. ................................................................................................................ 19
1.7	Accounting Terms. ..................................................................................................... 20
1.8	Incorporation of Exhibits and Schedules. .................................................................. 20
1.9	Statutes. ...................................................................................................................... 21
1.10	Non-Business Days. ................................................................................................... 21
ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE ....................................... 21
2.1	Purchase and Sale. ..................................................................................................... 21
2.2	Purchase Price. ........................................................................................................... 21
2.3	Preparation of Estimated Statements, Draft Statements and Final Statements .......... 21
2.4	Delivery of Estimated Statements. ............................................................................. 22
2.5	Payments at Closing. .................................................................................................. 22
2.6	Adjustment of Purchase Price .................................................................................... 22
2.7	No Effect on Other Rights. ........................................................................................ 25
ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VENDOR AND
CONCENTRA ............................................................................................................................ 25
3.1	Representations and Warranties of Vendor as to Itself. ............................................. 25
3.2	Representations and Warranties of Concentra as to Acquired Companies. ............... 26
3.3	Vendor’s Disclosure Letter. ....................................................................................... 49
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER ................. 49
4.1	Representations and Warranties of Purchaser. ........................................................... 49
4.2	Purchaser’s Disclosure Letter. ................................................................................... 51
ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES ....................................... 51
5.1	Conduct of Business Prior to Closing. ....................................................................... 51
5.2	ALCO Committee. ..................................................................................................... 54
5.3	Filings and Authorizations. ........................................................................................ 54
5.4	Requests for Consent. ................................................................................................ 56
5.5	Access. ....................................................................................................................... 57

5.6	Discussions with Concentra and Minority Shareholders. .......................................... 58
5.7	Notice by the Parties of Certain Matters. ................................................................... 58
5.8	Financing Cooperation. .............................................................................................. 58
5.9	Pre-Closing Reorganization. ...................................................................................... 60
5.10	Credit Union Advisory Committee ............................................................................ 60
5.11	Credit Union Deposit Guarantee Corporation. .......................................................... 61
5.12	Disposition of Certain Loans. .................................................................................... 61
5.13	Data Centre Conversion. ............................................................................................ 61
5.14	Member Direct Agreement. ....................................................................................... 61
5.15	Disposition of Certain Fund Investments in Portfolio. .............................................. 61
5.16	Certain Expenses for the Account of the Vendor. ..................................................... 61
5.17	Ceasing Discussions................................................................................................... 62
ARTICLE 6 CONDITIONS OF CLOSING............................................................................ 62
6.1	Efforts to Close. ......................................................................................................... 62
6.2	Conditions for the Benefit of Purchaser. .................................................................... 62
6.3	Conditions for the Benefit of Vendor. ....................................................................... 65
ARTICLE 7 TERMINATION .................................................................................................. 67
7.1	Grounds for Termination. .......................................................................................... 67
7.2	Termination by Purchaser. ......................................................................................... 67
7.3	Termination by Vendor. ............................................................................................. 68
7.4	Effect of Termination. ................................................................................................ 68
ARTICLE 8 CLOSING ............................................................................................................. 69
8.1	Date, Time and Place of Closing. .............................................................................. 69
ARTICLE 9 POST-CLOSING COVENANTS ....................................................................... 69
9.1	Books and Records. ................................................................................................... 69
9.2	Further Assurances..................................................................................................... 69
9.3	Tax Matters. ............................................................................................................... 69
9.4	Concentra Trust .......................................................................................................... 72
9.5	Tail Insurance............................................................................................................. 72
ARTICLE 10 INDEMNIFICATION ....................................................................................... 72
10.1	Survival and Limitation of Representations and Warranties. .................................... 72
10.2	Indemnification in favour of Purchaser by Vendor. .................................................. 73
10.3	Indemnification in favour of Vendor by Purchaser. .................................................. 74

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10.4	Limitations. ................................................................................................................ 74
10.5	Limitation on Damages. ............................................................................................. 74
10.6	Notification. ............................................................................................................... 75
10.7	Defense of Third Party Claim. ................................................................................... 75
10.8	Payments. ................................................................................................................... 76
10.9	Remedies. ................................................................................................................... 77
10.10	No Recourse. .............................................................................................................. 77
ARTICLE 11 MISCELLANEOUS .......................................................................................... 77
11.1	Confidentiality. .......................................................................................................... 77
11.2	Transaction Personal Information. ............................................................................. 78
11.3	Notices. ...................................................................................................................... 78
11.4	Specific Performance. ................................................................................................ 80
11.5	Time of the Essence. .................................................................................................. 80
11.6	Press Releases. ........................................................................................................... 81
11.7	Third Party Beneficiaries. .......................................................................................... 81
11.8	Expenses. ................................................................................................................... 81
11.9	Amendments. ............................................................................................................. 81
11.10	Waiver. ....................................................................................................................... 81
11.11	Non-Merger................................................................................................................ 81
11.12	Entire Agreement. ...................................................................................................... 82
11.13	Successors and Assigns. ............................................................................................. 82
11.14	Assignment. ............................................................................................................... 82
11.15	Inconsistency.............................................................................................................. 82
11.16	Severability. ............................................................................................................... 82
11.17	Governing Law. ......................................................................................................... 82
11.18	Counterparts. .............................................................................................................. 83

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SHARE PURCHASE AGREEMENT

Share Purchase Agreement dated February 7, 2022 among Credit Union Central of Saskatchewan, a central credit union existing under The Credit Union Central of Saskatchewan Act, 2016 (the “ Vendor ”); Concentra Bank, a Schedule I bank existing under the Bank Act (Canada) (“ Concentra ”); and Equitable Bank, a Schedule I bank existing under the Bank Act (Canada) (“ Purchaser ”);

WHEREAS , Vendor is the registered and beneficial owner of 8,083,519.18 Common Shares in the capital of Concentra (the “ Purchased Shares ”);

AND WHEREAS , Vendor wishes to sell to Purchaser, and Purchaser wishes to purchase from Vendor, the Purchased Shares upon the terms and subject to the conditions set forth herein;

NOW THEREFORE , in consideration of the premises and the mutual agreements and covenants hereinafter set forth, Vendor and Purchaser hereby agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

• (a) “ Acquired Companies ” means Concentra and the Subsidiaries, and “ Acquired Company ” means any one of the foregoing, as the context requires.

• (b) “ Acquisition Proposal ” has the meaning ascribed thereto in Section 5.17.

• (c) “ Action ” means any suit, litigation, arbitration, mediation, claim, complaint, dispute, action, charge, demand, grievance, audit, investigation, inquiry, inspection, review, survey, examination, notice letter or other proceeding.

• (d) “ Advance Ruling Certificate ” means an advance ruling certificate issued by the Commissioner pursuant to subsection 102(1) of the Competition Act in respect of the Transaction.

• (e) “ Affiliate ” has the following meaning: a Person (the “first Person”) is the Affiliate of another Person (the “second Person”) where the second Person controls the first Person, or the first Person controls the second Person or both Persons are controlled by the same Person. For purposes of this definition, “control” is the power whether by contract, ownership of equity interests or otherwise to select a majority of the board of directors or other supervisory management authority of a Person, or the power to direct or cause the direction of the management and policies of a Person, whether directly or indirectly through a chain of Persons that are “controlled” within the foregoing meaning.

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• (f) “ Agreement ” means this Share Purchase Agreement and all exhibits, schedules and instruments in amendment or confirmation of it.

• (g) “ ALCO Committee ” has the meaning ascribed thereto in Section 5.2.

• (h) “ Appraisal ” means, with respect to any Mortgage Loan, an appraisal of the Related Property charged by the Mortgage commissioned by the Acquired Company and prepared by an Appraiser who had no interest, either direct or indirect, in such Related Property or Mortgage and conforming to the Professional Code of Conduct established by the Appraisal Institute of Canada and Canadian Uniform Standards of Professional Appraisal Practice established by the Appraisal Institute of Canada.

• (i) “ Appraiser ” means a professional real estate appraiser that must be on the list of appraisers approved by the Acquired Companies as updated from time to time and who is a member in good standing of The Appraisal Institute of Canada with the designation A.A.I.C. or C.R.A. (or the equivalent thereof), or a member in good standing of The Canadian National Association of Real Estate Appraisers with the designation of D.A.C. or D.A.R., or in the case of a Related Property located in the Province of Québec, L’Ordre des Évaluateurs Agrées du Québec or who is, if the province or territory in which a Related Property is located certifies or licenses appraisers, designated as a “Certified Residential Appraiser” (or equivalent thereof) by such province.

• (j) “ Authorization ” means, with respect to any Person, any order, permit, consent approval, notification, waiver, license or similar authorization of any Governmental Entity having jurisdiction over such Person.

• (k) “ Balance Sheet Date ” means September 30, 2021.

• (l) “ Bank Act ” means the Bank Act (Canada), and the regulations promulgated thereunder, as amended.

• (m) “ Bank Act Approval ” means approval of the Minister of Finance (Canada) pursuant to sections 373(1) and 377.1(1) of the Bank Act.

• (n) “ Benefit Plan ” has the meaning ascribed thereto in Section 3.2(n)(i).

• (o) “ Books and Records ” means all of the Acquired Companies’ books of account, financial and accounting information and records, including all records relating to all financial transactions with customers, personnel records, tax records, sales and purchase records, customer and supplier lists, lists of potential customers, referral sources, research and development reports and records, production reports and records, equipment logs, operating guides and manuals, business reports, plans and projections, marketing and advertising materials, and all other documents, files, correspondence and other information of an Acquired Company, whether in written, printed, electronic or computer printout form, or stored on computer discs or other data and software storage and media devices, but excluding, for the avoidance of doubt, the Corporate Records.

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• (p) “ Business ” means the business of the Acquired Companies, being the business of specialized banking, consumer finance, treasury and trust and custodial services, and activities ancillary thereto.

• (q) “ Business Day ” means any day other than a Saturday, Sunday or other day on which the principal commercial banks in Toronto, Ontario are not open for business during normal business hours.

• (r) “ CET 1 Ratio ” means the common equity tier 1 capital ratio of Concentra, calculated on a consolidated basis, and in accordance with the OSFI Capital Adequacy Requirements Guideline.

• (s) “ CFPOA ” has the meaning ascribed thereto in Section 3.2(ll)(i)(A).

• (t) “ CIM ” means the confidential information memorandum in respect of Concentra dated August 2021.

• (u) “ Closing ” means the completion of the Transaction.

• (v) “ Closing Date ” means either (i) the first Business Day when both of the following are true: (a) such Business Day is three Business Days after the date on which all of the conditions to Closing set forth in Article 6 (other than those conditions that by their nature can only be satisfied at the Closing) have been satisfied or waived and (b) on such Business Day, all of the conditions to Closing set forth in Article 6 have been satisfied or waived, or (ii) such other date as Purchaser and Vendor mutually agree in writing.

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

• (x) “ Common Shares ” means the common shares in the capital of Concentra.

• (y) “ Company Intellectual Property ” means all Intellectual Property that is owned or purported to be owned by any of the Acquired Companies.

• (z) “ Company Loans ” has the meaning ascribed thereto in Section 3.2(q)(i).

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

• (bb) “ Competition Act Approval ” means either: (i) the Commissioner has issued an Advance Ruling Certificate in respect of the Transaction; or (ii) both of (A) the waiting period in respect of the Transaction, including any extension thereof, under section 123 of the Competition Act has expired or been waived or the obligation to provide a pre-merger notification in accordance with Part IX of the Competition Act in respect of the Transaction has been waived in accordance with paragraph 113(c) of the Competition Act; and (B) Purchaser has received a letter from the

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Commissioner indicating that he does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the Transaction.

• (cc)

• “ Concentra ” has the meaning ascribed thereto in the recitals.

• (dd) “ Concentra’s Closing Certificate ” has the meaning ascribed thereto in Section 6.2(b).

• (ee) “ Concentra Trust ” means Concentra Trust, a company existing under the Trust and Loan Companies Act (Canada).

• (ff) “ Confidentiality Agreement ” has the meaning ascribed thereto in Section 11.1.

• (gg) “ Contracts ” means all binding contracts or agreements, arrangements, indentures, leases, understandings, undertakings, loan agreements, mortgages, or commitments made by or in favour of an Acquired Company, as the case may be, including the Material Contracts.

• (hh) “ Corporate Records ” means the corporate records of the Acquired Companies, including (i) all constating documents and by-laws, (ii) all minutes of meetings and resolutions of shareholders and directors (and any committees), and (iii) the share certificate books, securities register, register of transfers and register of directors.

• (ii)

• “ Credit Agreement ” means [REDACTED – CONFIDENTIAL].

• (jj) “ Credit Agreement Acknowledgement ” has the meaning ascribed thereto in Section 6.2(c)(vii).

• (kk) “ Credit Policy ” means, as of any particular date, the customary policies and procedures of the Acquired Companies in effect on that date relating to the granting of credit relating to each of the different categories of Mortgage Loans and related security originated by it at such time, and to the administration, collection and enforcement of Mortgage Loans a current copy of which has been given to the Purchaser.

• (ll) “ Damages ” means any loss, liability, claim, damage, penalty, fine, cost or expense, including reasonable professional fees and fees and disbursements of legal counsel (whether or not involving a Third Party Claim).

• (mm) “ Data Breach ” means any (i) loss or theft of, or unauthorized or unlawful access to or Processing of, Personal Information, and (ii) any data security or privacy incident requiring notification to any Persons or regulators under Privacy Laws or pursuant to Contracts.

• (nn) “ Data Room ” has the meaning ascribed thereto in Section 1.5.

• (oo) “ Data Security Requirements ” means, collectively, all of the following to the extent relating to Processing of Personal Information or otherwise relating to

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privacy, and applicable to any Acquired Company, to the conduct of the Business, or any Personal Information under the Acquired Companies’ control, arising from: (i) any Acquired Company’s own privacy rules, policies, and procedures; (ii) Privacy Laws; and (iii) Contracts to which such Acquired Company is bound relating to the Processing of Personal Information under such Acquired Company’s control.

• (pp) “ Draft Statements ” has the meaning ascribed thereto in Section 2.6(a).

• (qq) “ ELA Agreement ” means [REDACTED – CONFIDENTIAL].

• (rr) “ Environmental Laws ” means all applicable Laws and agreements with Governmental Entities relating to Hazardous Materials or the protection of the environment and all Authorizations issued pursuant to such Laws or agreements.

• (ss) “ Estimated Purchase Price ” has the meaning ascribed thereto in Section 2.4(b).

• (tt) “ Estimated Statements ” has the meaning ascribed thereto in Section 2.4.

• (uu) “ FACFOA ” has the meaning ascribed thereto in Section 3.2(ll)(i)(A).

• (vv) “ FCAC ” means the Financial Consumer Agency of Canada.

• (ww) “ FCPA ” has the meaning ascribed thereto in Section 3.2(ll)(i)(A).

• (xx) “ Final Statements ” has the meaning ascribed thereto in Section 2.6(e).

• (yy) “ Financial Statements ” means (i) the consolidated financial statements of Concentra Bank for the year ended December 31, 2020; and (ii) the consolidated financial statements of Concentra Bank for the period ended September 30, 2021, copies of which are provided at Schedule 1.1(yy) of the Vendor’s Disclosure Letter.

• (zz) “ Fraud ” means, with respect to any Party (i) the making of a false representation or warranty in this Agreement; (ii) with actual knowledge of the specified knowledge persons in Section 1.6 that such representation or warranty is false or, in either case, making such false representation or warranty with a reckless indifference as to whether it is true; (iii) causing that Party to whom such representation or warranty is made to take or refrain from taking action; and (iv) causing such Party to suffer Damages as a result thereof.

• (aaa) “ Governmental Entity ” means any (i) federal or central, state, regional, provincial, territorial, municipal, local or other governmental or public department, central bank, court, commission, commissioner, board, bureau, agency, tribunal, judicial body, arbitrator, division or instrumentality, (ii) any subdivision or authority of any entity listed in clause (i), (iii) any applicable stock exchange or (iv) any quasi-governmental or private or public body exercising any regulatory, administrative, expropriation or taxing authority under or for the account of any of the above.

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• (bbb) “ GST/HST ” means the goods and services tax and/or harmonized sales tax levied under the Excise Tax Act (Canada) and any similar Tax imposed by any province.

• (ccc) “ Hazardous Materials ” means any substance, material or other contaminant that is prohibited, designated or classified as dangerous, hazardous, radioactive, explosive or toxic or a pollutant or a contaminant under or pursuant to any applicable Environmental Laws.

• (ddd) “ IFRS ” means the International Financial Reporting Standards as used in Canada, developed by the International Accounting Standards Board applicable as at the date on which such principles are to be applied, unless early adopted, or on which any calculation or determination is required to be made in accordance with IFRS.

• (eee) “ Indebtedness ” means, in respect of any Person, without duplications: (i) all debts, liabilities, and obligations of such Person for borrowed money (including all accrued but unpaid interest, premiums, penalties, fees, expenses or breakage costs due upon prepayment of such Indebtedness); (ii) all obligations of such Person evidenced by line of credit, credit agreement or facility or evidenced by any note, debenture, bond, mortgage or similar instrument, including all current portions of any such obligations; (iii) all accrued obligations of such Person to reimburse any bank or other Person in respect of amounts paid or advanced under a letter of credit or other similar instrument; (iv) all Indebtedness of other Persons guaranteed by such Person; (v) all obligations issued or assumed as the deferred purchase price of property or services (including all obligations under any acquisition agreements for any earn-out, note payable or other contingent payment) which are, and to the extent, required to be classified and accounted for under IFRS as liabilities; (vi) all obligations under any currency or interest rate swap, hedge or similar agreement or arrangement; (vii) any accrued interest on any of the foregoing net of any prepayments; and (viii) all unfunded liabilities under any Benefit Plans; and (ix) all capitalized lease obligations, except that current and future taxes do not constitute Indebtedness.

• (fff) “ Indemnified Party ” has the meaning ascribed thereto in Section 10.6.

• (ggg) “ Indemnifying Party ” has the meaning ascribed thereto in Section 10.6.

• (hhh) “ Intellectual Property ” means all intellectual property rights including rights to any trademarks, trade names, business names, brand names, service marks, logos, domain names, copyrights (including moral rights and waivers thereof), Software, designs, inventions (whether patentable or not), website names and world wide web addresses, common law trade-marks, and patents, formulae, processes, know-how and technology, confidential and proprietary information and trade secrets, whether domestic or foreign, registered or unregistered, as well as any applications, reissues, reexaminations, continuations, continuations in part, divisional applications or analogous rights therefor and goodwill associated with any of the foregoing.

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• (iii) “ Interim Period ” means the period between the date of this Agreement and the Closing.

• (jjj) “ IT Systems ” mean the hardware, software, algorithms, codes, firmware, middleware, equipment, electronic device, computers, laptops, mobile devices, platforms, servers, workstations, routers, hubs, switches, interfaces, data, databases, data communication lines, network and telecommunications equipment, websites and internet-related information technology infrastructure, wide area network and other data communications or information technology equipment, owned or leased by, licensed to, or used in the conduct of the Business.

• (kkk) “ Key Business Relationship ” has the meaning ascribed thereto in Section 5.7(b).

• (lll) “ Laws ” means any and all constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, orders-in-council, rules, regulations, directives, notices, judgments, notifications, circulars and by-laws or any provisions of the foregoing, which, for greater certainty, shall include the Bank Act and the Trust and Loan Companies Act (Canada), and all regulations made thereunder, and all (a) OSFI and FCAC policies, guidelines, advisories which are followed by banks and trust companies as if they were Laws, and (b) requests or recommendations made by OSFI which Concentra or Concentra Trust, as the case may be, must comply with in order to avoid regulatory consequences.

• (mmm)“ Lease Documents ” has the meaning ascribed thereto in Section 3.2(gg)(i).

• (nnn) “ Leased Properties ” has the meaning ascribed thereto in Section 3.2(gg)(i).

• (ooo) “ Lien ” means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise) or other encumbrance of any nature or any other arrangement or condition which, in substance, secures payment or performance of an obligation.

• (ppp) “ Liquidity Coverage Ratio ” means, at any time, the liquidity coverage ratio of Concentra set out in the most recently available Liquidity Coverage Ratio return submitted to OSFI by Concentra on or before the 14[th] of each month, which shall be calculated on a consolidated basis.

• (qqq) “ Loan ” means a loan, line of credit or sales finance account.

• (rrr) “ Loan Contract ” means, with respect to a Loan, a loan agreement, promissory note or notes or other evidence of Indebtedness with respect to such Loan, together with any assignment, reinstatement, extension, endorsement or modification thereof.

• (sss) “ Loan Documents ” means, with respect to a Loan, the Loan Contract and all security agreements, mortgages, guarantees and other related documents of the Obligor thereon.

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• (ttt) “ Loan-to-Value Ratio ” means at any time with respect to a Mortgage Loan, a fraction, expressed as a percentage, the numerator of which is the Outstanding Principal Balance of such Mortgage Loan at such time and the denominator of which is the value of the Related Property as determined by either an Appraisal or, if an Appraisal is not obtained, then as otherwise determined in accordance with the Credit Policy, in either case, as of the date of origination of the Mortgage Loan or the most recent refinancing of the Mortgage Loan.

• (uuu) “ Material Adverse Effect ” means a change, event, occurrence, fact or condition, or effect or circumstance, that, individually or in the aggregate, has or could reasonably be expected to have a material adverse effect on (A) the Business, results of operations, assets, liabilities (contingent or otherwise) or condition (financial or otherwise) of the Acquired Companies, taken as a whole, or (B) the ability of the Acquired Companies to perform their obligations under this Agreement and consummate the transactions set out herein; in each case, except to the extent that the material adverse effect results from or is caused by any of the following:

• (i) worldwide, national, provincial or local conditions or circumstances, whether they are economic, political, regulatory, social or otherwise, or any changes therein, including in respect of interest or currency rates or the financial or capital markets;

• (ii) war, armed hostilities, acts of terrorism, military action or the escalation or worsening thereof, acts of God, emergencies, pandemics (including the COVID-19 pandemic), crises, natural disasters, similar calamities or other force majeure events;

• (iii) any adoption, implementation, change or proposed change in Law;

• (iv) changes in the markets or industry in which the Acquired Companies operate;

• (v) changes in applicable accounting standards or any applicable regulatory accounting rules (including IFRS) or the enforcement, implementation or interpretation thereof;

• (vi) the announcement of this Agreement and the Transaction, including the loss of or disruption in any customer, supplier, distributor or employee relationships or loss of any personnel following the announcement of this Agreement and the Transaction;

• (vii) any act or omission of Purchaser or its Affiliates;

• (viii) compliance with the terms of this Agreement;

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• (ix) any act or omission of the Acquired Companies, as the case may be, following the date of this Agreement taken or omitted to be taken with the prior written consent or at the written request of Purchaser;

• (x) any matter which has been disclosed by Vendor in the Vendor’s Disclosure Letter; and

• (xi) the failure of any of the Acquired Companies to meet any internal, published or public projections, forecasts, guidance or estimates, including in respect of revenues, earnings or cash flows (it being understood that the causes underlying any such failure may be taken into account in determining whether a Material Adverse Effect has occurred);

provided, however, that: (A) the events described in each of clauses (i), (ii), (iii), (iv) and (v) may be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such event has a materially disproportionate effect on the Acquired Companies, on a consolidated basis, relative to other companies and entities operating in the industries and geographic regions in which the Acquired Companies operate; and (B) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Material Adverse Effect” has occurred.

• (vvv) “ Material Contracts ” has the meaning set out in Section 3.2(dd)(i).

• (www) “ Measurement Time ” means 11:59 p.m. (Eastern Time) on the day immediately prior to the Closing Date or such other time as Purchaser and Vendor may agree to in writing.

• (xxx) “ Minority Shareholders ” means the holders of Common Shares other than the Vendor.

• (yyy) “ Mortgage ” means, with respect to any Mortgage Loan, a mortgage, charge or hypothec on real or immovable property on the Related Property.

• (zzz) “ Mortgage Loans ” means any and all Company Loans secured by real property (including any real property that may be acquired in connection with the default of any such Company Loan) that are owned, originated (or in the process of origination), made, entered into, serviced or subserviced by the Acquired Companies.

• (aaaa) “ Mutual Release ” has the meaning set out in Section 6.2(c)(viii).

• (bbbb) “ Net Cumulative Cash Flow ” means the metric used by OSFI, as specified in the OSFI Liquidity Adequacy Requirements Guideline, to supervise and monitor the liquidity of a federally regulated financial institution.

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• (cccc) “ No-Action Letter ” means a letter from the Commissioner indicating that he does not, as of the date of the letter, intend to make an application under section 92 of the Competition Act in respect of the Transaction.

• (dddd) “ Obligor ” means, with respect to a Loan, the Person(s) who owes payments under such Loan, whether as primary obligor, guarantor or otherwise.

• (eeee) “ OHSA ” has the meaning ascribed thereto in Section 3.2(m)(x).

• (ffff) “ Order ” means a judgment, order, injunction, award or decree of any Governmental Entity.

• (gggg) “ Ordinary Course ” means (i) with respect to an action taken by a Person, except as noted in clause (ii) of this Section 1.1(gggg), that such action is consistent with the past practices of such Person and is taken in the ordinary course of normal operations of such Person (it being acknowledged that any action taken by the Acquired Companies in connection with the implementation of their digital banking strategy shall be deemed to be “Ordinary Course” for all purposes under this Agreement) and (ii) with respect to an action taken by a Person in response to events, occurrences, conditions, circumstances or developments arising directly or indirectly as a result of COVID-19, that such action is taken in good faith and on a commercially reasonable basis to mitigate, remedy, respond to or otherwise address the actual or reasonably anticipated effects or impacts of COVID-19 including to protect the health and safety of the employees of the Acquired Companies and other individuals having business dealings with the Acquired Companies or to respond to third party supply or service disruptions caused by COVID-19.

• (hhhh) “ OSFI ” has the meaning ascribed thereto in Section 5.3(b)(ii).

• (iiii) “ Outstanding Principal Balance ” means, in respect of a Loan at any time, the amount of the principal payment obligation represented thereby that is outstanding and owing at such time.

• (jjjj) “ Owned Properties ” has the meaning ascribed thereto in Section 3.2(ff)(i).

• (kkkk) “ Parties ” means, collectively, Vendor, Purchaser and Concentra, and “ Party means one of them, as the context requires.

• (llll) “ Permitted Lien ” means the following Liens:

• (i) minor encroachment by the Real Properties over neighbouring lands and any fences or concrete curbs, which individually and/or in the aggregate (A) do not materially affect the occupation, use of enjoyment of the Real Properties and (B) do not materially affect the value or the marketability of any of the Real Properties;

• (ii) all immovable property leases, whether registered or not, but only to the extent that true, correct and complete copies of which have been made

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available to Purchaser and are expressly identified on Schedule 3.2(ff)(i) of the Vendor’s Disclosure Letter;

• (iii) any minor defect or irregularities in title, variation and other restrictions or encumbrances (whether or not registered) and which individually and/or in the aggregate do not materially affect the occupation, use or value of any of the Real Properties;

• (iv) requirements of any Law, including zoning, entitlements, building codes or other land use or environmental regulations, ordinances or legal requirements imposed by any Governmental Entity;

• (v) statutory Liens in favor of lessors under the Lease Documents arising in connection with any Real Property leased to the Acquired Companies in the Ordinary Course;

• (vi) any reservations, limitations, provisos and conditions expressed in any original grant from the Crown with respect to any Real Property and all unregistered rights, interests and privileges in favor of the Crown pursuant to any applicable Law; provided, that the latter do not materially impair the use of any Real Property for the purposes for which it is held or presently used;

• (vii) Liens given to a public utility or any municipality or governmental or other public authority when required by such utility or other authority in connection with the operation of the business or the ownership of the assets of the Person; provided, that such Liens would not individually or in the aggregate, materially interfere with the operation of the business or ownership of the assets;

• (viii) Liens for Taxes not yet due and delinquent or, if due, the validity of which is being contested in good faith;

• (ix) Liens arising by operation of Law or securing carriers’, warehousemen’s, mechanics’, workers’, suppliers’, contractors’, builders’, architects’, engineers’, materialmen’s and other such similar Liens incurred in the Ordinary Course which have not at such time been filed pursuant to Law or which relate to obligations not due and payable or, if overdue, are being contested in good faith by appropriate proceedings and in respect of which adequate reserves are maintained in accordance with IFRS (applied on a basis consistent with the Financial Statements);

• (x) Liens arising solely by operation of Law over any credit balance or cash held in an account with a financial institution;

• (xi) Liens arising under or in respect of the Credit Agreement, the SaskCentral Credit Agreement, the STLF Agreement or the ELA Agreement; and

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• (xii) Liens as set forth on Schedule 1.1(llll) of the Vendor’s Disclosure Letter but only to the extent such Liens conform to their description in Schedule 1.1(llll).

• (mmmm) “ Person ” means a natural person, partnership, corporation, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

• (nnnn) “ Personal Information ” means any information: (i) about an identified or identifiable individual; or (ii) as defined under Privacy Laws; but does not include any information excluded from the application of Privacy Laws.

• (oooo) “ Portfolio Investments ” means investments made from time to time by the Acquired Companies in the Ordinary Course, including investments made for capital management purposes, including as part of the core liquidity portfolio, yield portfolio, excess liquidity portfolio or strategic portfolio of the Business.

• (pppp) “ Pre-Closing Reorganization ” means the transaction steps set forth on Schedule 1.1(pppp) of the Vendor’s Disclosure Letter.

• (qqqq) “ Pre-Closing Tax Period ” means a taxation year or period that ends before the time of Closing and the portion of any Straddle Period ending on the end of the Closing Date.

• (rrrr) “ Premium ” has the meaning ascribed thereto in Section 2.2(a).

• (ssss) “ Privacy Laws ” means: (i) the Personal Information Protection and Electronic Documents Act (Canada) ; (ii) Canada’s Anti-spam Legislation ; and (iii) all policies, guidelines, directives and orders issued by the Office of the Privacy Commissioner (Canada).

• (tttt) “ Processed ” or “ Processing ” means the collection, use, retention or disclosure, of any Personal Information or confidential information (whether in electronic or any other form or medium).

• (uuuu) “ PSI ” means “prescribed supervisory information” (as defined in Section 1(1) of the Supervisory Information (Banks) Regulations ).

• (vvvv) “ Purchase Price ” has the meaning ascribed thereto in Section 2.2.

• (wwww) “Purchased Shares ” has the meaning ascribed thereto in the recitals and for the avoidance of doubt includes any additional Common Shares issued to Vendor during the Interim Period in compliance with Section 5.1 hereof.

• (xxxx) “Purchaser ” has the meaning ascribed thereto in the preamble.

• (yyyy) “ Purchaser’s Closing Certificate ” has the meaning ascribed thereto in Section 6.3(a).

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• (zzzz) “ Purchaser’s Disclosure Letter ” means the letter of disclosure dated the date of this Agreement and signed by Purchaser and delivered to Vendor.

• (aaaaa) “ Real Properties ” means, individually and collectively, the Owned Properties and the Leased Properties.

• (bbbbb) “ Related Person ” has the meaning ascribed thereto in Section 3.2(ee);

• (ccccc) “ Related Property ” means, with respect to each Mortgage Loan, the real or immovable property mortgaged, charged or hypothecated pursuant to such Mortgage Loan, including all fixtures attached thereto.

• (ddddd) “ Reports ” has the meaning ascribed thereto in Section 3.2(r)(ii).

• (eeeee) “ Sample Shareholders Equity Statement ” means the sample Shareholders Equity calculation set forth on Exhibit 1.1(eeeee) hereto which, except as specified in Exhibit 1.1(eeeee), (i) presents the consolidated financial position of the Acquired Companies as at December 31, 2020 on a basis consistent with the December 31, 2019 Financial Statements of each of Concentra and the Subsidiaries, (ii) includes line items substantially consistent with those in the December 31, 2019 Financial Statements of each of Concentra and the Subsidiaries, and (iii) has been prepared in accordance with accounting policies and practices consistent with the preparation of the December 31, 2019 Financial Statements of each of Concentra and the Subsidiaries.

• (fffff) “ SaskCentral Credit Agreement ” means [REDACTED – CONFIDENTIAL].

• (ggggg) “ Self-Help Code ” means any back door, trap door, time bomb, drop dead device, software lock or other software routine designed to disable software, hardware or data collection automatically with the passage of time or under the positive control of a Person or program other than the user of the software, hardware or data collection.

(hhhhh) “ SEMA ” has the meaning ascribed thereto in Section 3.2(ll)(i)(A).

• (iiiii) “ Shareholders Equity ” means the shareholders’ equity of the Acquired Companies as of the relevant time, determined on a consolidated basis and in accordance with IFRS and with the Sample Shareholders Equity Statement attached as Exhibit 1.1(eeeee) hereto, as recorded on the books and records of Concentra; provided that for the purposes of this Agreement, the value of the Class A preferred shares in the capital of Concentra shall be excluded from the calculation of Shareholders Equity. In the event of a conflict between the Sample Shareholders Equity Statement and IFRS, the Sample Shareholders Equity Statement will prevail.

• (jjjjj) “ Software ” means computer software and programs (both source code and object code form), all proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

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(kkkkk) “ STLF Agreement ” means [REDACTED – CONFIDENTIAL].

• (lllll) “ Straddle Period ” means any Tax period that begins on or before, and ends after, the Closing Date.

• (mmmmm) “ Subsidiaries ” means (i) Concentra Trust and (ii) 101055565 Saskatchewan Ltd., a corporation governed by the Laws of the province of Saskatchewan.

• (nnnnn) “ Subsidiaries’ Interests ” means the ownership interests set forth on Schedule 1.1(nnnnn) of the Vendor’s Disclosure Letter.

• (ooooo) “ Tax ” or, collectively, “ Taxes ” means all taxes, however denominated, including any interest, penalties or other additions that may become payable in respect thereof, imposed by any Governmental Entity, which taxes shall include all income or profits taxes (including, but not limited to, federal, provincial, state and local income taxes), capital taxes, payroll and employee withholding taxes, employment insurance, social insurance taxes, sales and use taxes, GST/HST, ad valorem taxes, excise taxes, franchise taxes, gross receipts taxes, business license taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers’ compensation premiums or charges and pension assessment and other similar governmental charges (including Canada Pension Plan payments).

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

• (qqqqq) “ Tax Contest ” has the meaning ascribed thereto in Section 9.3(f).

• (rrrrr) “ Tax Return ” or, collectively “ Tax Returns ” means all reports, forms, schedules, elections, estimates, declarations of estimated Tax, information statements and returns filed or required to be filed with a Governmental Entity in connection with any Taxes.

• (sssss) “ Termination Date ” means February 7, 2023 or such later date as may be agreed to in writing by Purchaser and Vendor, provided that if on such date the condition set forth in Section 6.2(e) (Regulatory Approvals) shall not be satisfied but all other conditions set forth in Article 6 (other than those conditions which by their nature are to be satisfied by actions taken at Closing) shall have been satisfied, and provided further that on such date the Parties are continuing to proceed in good faith to obtain such approvals, then the Termination Date shall be automatically postponed by up to two extensions of four months each, unless otherwise agreed between the Purchaser and the Vendor, acting reasonably.

(ttttt) “ Third Party Auditors ” has the meaning ascribed thereto in Section 2.6(d).

• (uuuuu) “ Third Party Claim ” has the meaning ascribed thereto in Section 10.7(a).

• (vvvvv) “ Transaction ” has the meaning ascribed thereto in Section 2.1.

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• (wwwww) “ Transaction Personal Information ” means any factual or subjective information, recorded or not, about an identifiable individual in the possession, custody or control of the Acquired Companies at or before the Closing Date, including personal information about employees, independent contractors, suppliers, customers, directors, officers or shareholders of the Acquired Companies, or other individuals disclosed to the Acquired Companies by a third party to whom any of the Acquired Companies provide a service, including a syndicated service that is disclosed to Purchaser or any representative or Affiliate of Purchaser.

• (xxxxx) “ Transfer Taxes ” means any transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, real property transfer, gross receipts, GST/HST, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Entity in connection with the Transaction, including any payments made in lieu of any such Taxes or governmental charges that become payable in connection with the Transaction.

• (yyyyy) “ Transition Committee ” has the meaning ascribed thereto in Section 5.5.

• (zzzzz) “ Trust and Loan Companies Act Approval ” means the approval of the Minister pursuant to Section 375(1) and 375.1(1) of the Trust and Loan Companies Act (Canada), in respect of the indirect acquisition by Purchaser of a significant interest in, and control of, Concentra Trust.

• (aaaaaa) “ Unauthorized Code ” means any virus, trojan horse, worm, or other software routines or hardware components designed to permit unauthorized access, to disable, erase, distort, modify, replicate or otherwise harm software, hardware, or data.

• (bbbbbb) “ Vendor ” has the meaning ascribed thereto in the preamble.

• (cccccc) “ Vendor’s Closing Certificates ” has the meaning ascribed thereto in Section 6.2(a).

• (dddddd) “ Vendor’s Disclosure Letter ” means the letter of disclosure dated the date of this Agreement and signed by Vendor and delivered to Purchaser.

• (eeeeee) “ Vendor’s Pro Rata Share ” means the percentage obtained by dividing the number of Purchased Shares by the issued and outstanding Common Shares as at the Closing.

1.2 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect its interpretation.

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1.3 Currency and Payment Obligations.

All references in this Agreement to dollars, unless otherwise specifically indicated, are expressed in Canadian currency.

1.4 Time Reference.

All references in this Agreement to times of the day are to Central Time, unless otherwise indicated.

1.5 Certain Expressions, Etc.

In this Agreement, (a) the words “includes”, “including” and similar expressions mean “includes (or including) without limitation”, (b) the phrases the “aggregate of”, the “total of”, the “sum of” and similar expressions mean the “aggregate (or total or sum), without duplication, of”, (c) the phrase “made available”, when used in reference to a document, means that the document was (i) delivered or provided to Purchaser, or (ii) made available for viewing in the electronic data room hosted by Firmex and located at https://bnc.firmex.com/projects/399/documents (the “ Data Room ”), as that site existed as of 5:00 p.m. (Eastern Time) on the date prior to the date of this Agreement, (d) pronouns in one gender include the other gender, unless the context clearly indicates otherwise, (e) definitions in the singular include the plural, and vice versa, and (f) the words “hereof”, “herein”, “hereunder”, “hereto” and similar expressions refer to this Agreement as a whole and the words “Article”, “Section”, “Exhibit” or “Schedule” refer to an Article of, Section of, Exhibit to or Schedule to, this Agreement, unless specified otherwise.

1.6 Knowledge.

• (a) Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Vendor, it shall be deemed to refer to the actual knowledge of the Chief Executive Officer, Chief Financial Officer and Legal Counsel of Vendor, after reasonable inquiry of their direct reports, as of the date of this Agreement.

• (b) Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Concentra, it shall be deemed to refer to the actual knowledge of the Chief Executive Officer, the Chief Financial Officer, the VicePresident, General Counsel and Chief Privacy Officer, the Vice President Governance & Corporate Secretary, the Vice President and Head of Trust, the Chief Risk Officer and the Chief Banking Officer of Concentra, after reasonable inquiry of their direct reports, as of the date of this Agreement.

• (c) Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of Purchaser, it shall be deemed to refer to the actual knowledge of the Chief Executive Officer and the Chief Financial Officer, after reasonable inquiry of their direct reports, as of the date of this Agreement.

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1.7 Accounting Terms.

All accounting terms not specifically defined in this Agreement shall be interpreted in accordance with IFRS (applied on a basis consistent with the Financial Statements), unless otherwise provided.

1.8 Incorporation of Exhibits and Schedules.

The following exhibits and schedules to the Vendor’s Disclosure Letter and the Purchaser’s Disclosure Letter attached to this Agreement shall, for all purposes of this Agreement, form an integral part of it:

Exhibit 1.1(eeeee) – Sample Shareholders Equity Statement Exhibit 6.2(a) – Form of Vendor’s Closing Certificate Exhibit 6.2(b) – Form of Concentra’s Closing Certificate Exhibit 6.2(c)(viii) – Form of Mutual Release Exhibit 6.2(c)(vi) – Form of Non-Competition and Non-Solicitation Agreement Exhibit 6.2(c)(ix) – Form of Director Resignation and Releases Exhibit 6.3(a) – Form of Purchaser’s Closing Certificate Schedule 1.1(yy) – Financial Statements Schedule 1.1(llll) – Permitted Liens Schedule 1.1(pppp) – Pre-Closing Reorganization Schedule 1.1(nnnnn) – Subsidiaries’ Interests Schedule 3.1(d) – Required Authorizations Schedule 3.1(h) – No Brokers Schedule 3.2(d) – Corporate Records Schedule 3.2(e) – Required Authorizations Schedule 3.2(f) – No Conflicts Schedule 3.2(g)– Authorized and Issued Capital Schedule 3.2(i) – Title to the Subsidiaries’ Interests Schedule 3.2(j) – Portfolio Investments Schedule 3.2(k) – Dividends and Distributions Schedule 3.2(m) – Employee Matters Schedule 3.2(n) – Benefit Plans Schedule 3.2(q) – Loans Schedule 3.2(r) – Compliance with Laws Schedule 3.2(w) – Intellectual Property Schedule 3.2(y) – Privacy and Data Securities Schedule 3.2(cc) – Litigation Schedule 3.2(dd) – Contracts Schedule 3.2(ee) – Related Party Transactions Schedule 3.2(ff) – Owned Property Schedule 3.2(gg) – Leased Property Schedule 3.2(hh) – Conduct of Business Schedule 3.2(ii) – Insurance Schedule 3.2(jj) – Bank Accounts Schedule 3.2(kk) – Tax Matters

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Schedule 4.1(e) – Required Authorizations Schedule 4.1(h) – No Brokers Schedule 5.1 – Conduct of Business Prior to Closing Schedule 5.12 – Disposition of Certain Loans Schedule 5.15 – Disposition of Certain Fund Investments in Portfolio

1.9 Statutes.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced. All references to a provision of the Tax Act shall be deemed to include a reference to any equivalent or corresponding provision under the applicable Tax legislation of a province or territory of Canada.

1.10 Non-Business Days.

Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on and not later than the next succeeding Business Day.

ARTICLE 2 PURCHASED SHARES AND PURCHASE PRICE

2.1 Purchase and Sale.

Subject to the terms and conditions of this Agreement, on the Closing Date, Vendor shall sell, assign and transfer to Purchaser, and Purchaser shall purchase from Vendor, all (but not less than all) of the Purchased Shares (the “ Transaction ”).

2.2 Purchase Price.

The aggregate purchase price (the “ Purchase Price ”) payable by Purchaser to the Vendor for the Purchased Shares shall be an amount equal to:

• (a) $30,000,000 (the “ Premium ”);

• (b) plus Vendor’s Pro Rata Share of the amount of the Shareholders Equity as at the Measurement Time.

2.3 Preparation of Estimated Statements, Draft Statements and Final Statements

The Estimated Statements, the Draft Statements, and the calculations of Shareholders Equity set forth therein shall be prepared in accordance with accounting policies and practices consistent with the preparation of the Sample Shareholders Equity Statement and shall be calculated in a manner to avoid a duplication of entries therein.

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2.4 Delivery of Estimated Statements.

No later than five Business Days prior to the Closing Date, Vendor shall deliver to Purchaser (collectively, the “ Estimated Statements ”):

• (a) a statement setting forth Vendor’s good faith estimate of Shareholders Equity as at the Measurement Time; and

• (b) on the basis of the foregoing estimates, a calculation of the estimated Purchase Price (the “ Estimated Purchase Price ”).

Upon reasonable request, at any time after the delivery of the Estimated Statements and prior to the Closing Date, Vendor shall provide to Purchaser and its auditors and advisors access to all work papers of Vendor and the Acquired Companies and their auditors, accounting books and records and supporting schedules as they relate to the Estimated Statements and the appropriate personnel in connection with the review thereof by the Purchaser, subject to execution and delivery by the Purchaser and its auditors and advisors of any agreement or other document, including any release, waiver or indemnity that the Vendor’s auditors require providing such access. The Vendor will review any reasonable comments on the Estimated Statements made by the Purchaser and delivered to the Vendor at least three Business Days prior to the Closing Date, and will consider, in good faith, any appropriate changes to the Estimated Statements prior to Closing. For certainty, the Estimated Statements shall be deemed to be delivered no later than five Business Days prior to the Closing Date, notwithstanding any changes made to the Estimated Statements following such date as a result of comments delivered by the Purchaser to the Vendor in accordance with this Section 2.4.

2.5 Payments at Closing.

At Closing, Purchaser shall pay to Vendor, by way of wire transfer of immediately available funds to an account designated in writing by Vendor prior to the Closing Date, the Estimated Purchase Price.

2.6 Adjustment of Purchase Price

• (a) Draft Statements. Within 60 days following the Closing Date, Purchaser shall cause the Acquired Companies to prepare and shall deliver to Vendor (collectively, the “ Draft Statements ”):

• (i) a statement setting forth Purchaser’s calculation of Shareholders Equity as at the Measurement Time; and

• (ii) on the basis of the foregoing, a calculation of the Purchase Price.

• (b) Cooperation. Upon reasonable request, at any time after the delivery of the Draft Statements, Purchaser shall provide to Vendor and its advisors access to all work papers of Purchaser and the Acquired Companies and their auditors, accounting books and records and supporting schedules as they relate to the Draft Statements and the appropriate personnel to verify the accuracy, presentation and other matters

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relating to the preparation of the Draft Statements, subject to execution and delivery by the Vendor and its advisors of any agreement or other document, including any release, waiver or indemnity that the Purchaser’s auditors require providing such access.

• (c) Objection Period. Within 45 days following delivery of the last of the Draft Statements, Vendor shall notify Purchaser in writing if it has any objections to the Draft Statements. The notice of objection must state in reasonable detail the basis of each objection and the approximate amounts in dispute. Vendor shall be deemed to have accepted the Draft Statement if it does not notify Purchaser of any objection within such period of 45 days. If Vendor does notify Purchaser of any objection within such period, any portions of the Draft Statements not included in the objection notice shall be deemed accepted by Vendor.

• (d) Settlement of Dispute. If Vendor disputes some or all of the Draft Statements in accordance with Section 2.6(c), then Purchaser and Vendor will work expeditiously and in good faith in an attempt to resolve such dispute within a further period of 30 days after the date of the notification of such dispute, failing which the items remaining in dispute shall be jointly submitted by Vendor and Purchaser for final determination to Ernst & Young LLP (Canada), or if such firm is unwilling or unable to act, MNP LLP (in any such case, the “ Third Party Auditors ”). Purchaser and Vendor shall use commercially reasonable efforts to cause the Third Party Auditors to complete their work within 30 days of their engagement. The Third Party Auditors shall allow each of Purchaser and Vendor to present their respective positions regarding the Draft Statements, and each of Purchaser and Vendor shall have the right to present additional documents, materials and other written information to the Third Party Auditors regarding the items in dispute. The Third Party Auditors shall consider such additional documents, materials and other written information. Any such other documents, materials or other written information shall be copied to each of Purchaser and Vendor and each of Purchaser and Vendor shall be entitled to reply thereto. The Third Party Auditors shall make their determination in accordance with the terms of this Agreement, based solely on the materials presented to them. The Third Party Auditors may not assign a dollar value to any disputed item greater than the highest amount or less than the lowest amount claimed by Purchaser or Vendor, as applicable.

• (e) Final Determination. Promptly following the 45-day period referred to in Section 2.6(c) during which no notice of objection was given, or the resolution of any dispute in accordance with Section 2.6(d), as the case may be, Purchaser shall deliver to Vendor (collectively, the “ Final Statements ”):

• (i) a statement of final Shareholders Equity as at the Measurement Time; and

• (ii) on the basis of the foregoing Final Statements, a final calculation of the Purchase Price.

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The Final Statements shall reflect the resolution of any dispute in accordance with Section 2.6(d). The Final Statements shall be final and binding upon Purchaser and Vendor upon delivery thereof and shall not be subject to appeal, absent manifest error.

(f) Payment of Adjustment to Purchase Price.

• (i) If the Purchase Price set forth in the Final Statements is equal to the Estimated Purchase Price, then no further adjustment will be made to the Purchase Price.

• (ii) If the Purchase Price set forth in the Final Statements is greater than the Estimated Purchase Price, then Purchaser shall, within five Business Days of the final determination of the Final Statement, pay an amount equal to such excess to Vendor by way of wire transfer of immediately available funds to an account designated by Vendor.

• (iii) If the Purchase Price set forth in the Final Statements is less than the Estimated Purchase Price, then Vendor shall, within five Business Days of the final determination of the Final Statement, pay an amount equal to such deficiency to Purchaser by way of wire transfer of immediately available funds to an account designated by Purchaser.

• (g) Fees and Expenses. Vendor, on the one hand, and Purchaser, on the other hand, shall bear the fees and expenses of their respective accountants, auditors and other professional advisors in preparing, reviewing or settling, as the case may be, the Draft Statements. In the case of a dispute and the retention of Third Party Auditors to determine such dispute, the fees and expenses of the Third Party Auditors shall be borne by Vendor, on the one hand, and Purchaser, on the other hand, based on the percentage which the portion of the contested amounts not awarded to Vendor, on the one hand, or Purchaser, on the other hand, bears to the total amount actually contested by such Party. For example, if closing accounts receivable is the only disputed item, and Vendor claims that closing accounts receivable is $1,000; and Purchaser contests only $500 of the amount claimed by Vendor, and if the Third Party Auditors ultimately resolve the dispute by awarding Vendor $300 of the $500 contested, then the fees and expenses of the Third Party Auditors will be allocated 60% (i.e. 300 / 500) to Purchaser and 40% (i.e. 200 / 500) to Vendor. Vendor and Purchaser will, however, bear their own fees and expenses in presenting their respective cases to the Third Party Auditors.

• (h) Exclusive Remedy . The Parties agree that the procedure set forth in this Section 2.6 for resolving disputes with respect to the Draft Statements is the sole and exclusive method of resolving such disputes, absent manifest error. This Section 2.6(h) will not prohibit any Party from instigating litigation to compel specific performance of this Section 2.6 or to enforce the determination of the independent firm of chartered accountants.

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2.7 No Effect on Other Rights.

The determination and adjustment of the Purchase Price in accordance with the provisions of this Article 2 will not limit or affect any other rights or causes of action either the Purchaser or the Vendor may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF VENDOR AND CONCENTRA

3.1 Representations and Warranties of Vendor as to Itself.

Vendor represents and warrants to Purchaser as follows, and acknowledges and confirms that Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement, which such representations and warranties are subject to the limitations in Section 10.1:

• (a) Incorporation and Status of Vendor. Vendor is a central credit union, duly formed and validly existing under the Laws of its jurisdiction of formation and has not been discontinued or dissolved under such Laws, and has all requisite power and authority to enter into and perform its obligations under this Agreement.

• (b) Validity of Agreement; No Conflict. The execution, delivery and performance by Vendor of this Agreement and the consummation of the transactions contemplated by it to which the Vendor is a party:

• (i) have been duly authorized by all necessary corporate action on its part;

• (ii) does not (or would not with the giving of notice, the lapse of time, or both, or the happening of any other event or condition) constitute or result in a breach or a violation of, or conflict with, result in the acceleration of, or allow any other Person to exercise any rights under, any terms or provisions of the by-laws of the Vendor; and

• (iii) does not violate, and will not result in the violation of, any applicable Law.

• (c) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Vendor, and constitutes a legal, valid and binding obligation of Vendor, enforceable against Vendor in accordance with its terms subject only to any limitation on enforcement under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors’ rights; and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

• (d) Required Authorizations. Except for the filings required in connection with the Competition Act Approval, the Trust and Loan Companies Act Approval and the Bank Act Approval, or as otherwise set forth on Schedule 3.1(d) of the Vendor’s

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Disclosure Letter, no filing with, notice to or Authorization of, any Governmental Entity is required by the Vendor for the execution and delivery of this Agreement or the consummation of the Transaction. As of the date of this Agreement, the Vendor has not received any notice from any Governmental Entity that such Governmental Entity would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby or has knowledge of any reason why all necessary approvals set forth on Schedule 3.1(d) of the Vendor’s Disclosure Letter would not be received in order to permit consummation of the transactions contemplated by this Agreement on a timely basis.

• (e) Title to Purchased Shares. Vendor is the registered and beneficial owner of the Purchased Shares, with good and valid title thereto, free and clear of all Liens, other than Permitted Liens and restrictions on the transfer of the Purchased Shares arising under the by-laws of Concentra or applicable securities Laws.

• (f) Taxable Canadian Property. Vendor is neither a partnership nor a non-resident of Canada for purposes of the Tax Act, or, if that is not the case, the Purchased Shares do not constitute “taxable Canadian property” of Vendor within the meaning of the Tax Act.

• (g) Litigation and Orders . There are no Actions or Orders outstanding, pending or, to Vendor’s knowledge, threatened, against Vendor, which would have a material effect on Vendor’s ownership of the Purchased Shares or which prohibit, restrict or seek to enjoin the Transaction.

• (h) No Brokers. Except as set forth on Schedule 3.1(h) of the Vendor’s Disclosure Letter, no broker, finder or investment banker or other Person is directly or indirectly entitled to receive from Vendor any brokerage, finder’s or other similar fee, charge or commission in connection with the Transaction.

• (i) No Other Agreement to Purchase. Except for Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for the purchase of any of the Purchased Shares.

3.2 Representations and Warranties of Concentra as to Acquired Companies.

Concentra represents and warrants to Purchaser as to the Acquired Companies as follows, and acknowledges and confirms that Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement, which such representations and warranties are subject to the limitations in Section 10.1:

• (a) Incorporation and Qualification of Acquired Companies. Each Acquired Company is an entity constituted and validly existing under the Laws of its jurisdiction of formation and has the power to own and operate its property, carry on its business and, in the case of Concentra, enter into and perform its obligations under this Agreement.

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• (b) Execution and Binding Obligation. This Agreement to which Concentra is a party or any other agreements related to this Agreement to which any of the Acquired Companies are a party have been duly executed and delivered by such Acquired Company, as the case may be, and constitute legal, valid and binding agreements of it enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors’ rights; and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

• (c) No Other Agreement to Purchase. Except for Purchaser’s rights under this Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase, subscription, allotment or issuance of unissued shares or securities of any Acquired Company, or (ii) the purchase or acquisition of any material assets of any Acquired Company.

• (d) Corporate Records. Except as set forth on Schedule 3.2(d) of the Vendor’s Disclosure Letter, the Corporate Records of each Acquired Company made available to Purchaser are complete and accurate in all material respects and include copies of the letters patent, articles and by-laws, minutes of meetings and resolutions of shareholders and directors, securities register, register of transfers and register of directors and officers of such Acquired Company. Without limiting the generality of the foregoing (i) the minute books contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders held since incorporation and all such meetings were properly called and held, (ii) the minute books contain, in all material respects, all resolutions passed by the directors and shareholders (and committees, if any) and all such resolutions were properly passed, (iii) the share certificate books, register of shareholders and register of transfers are complete and accurate, in all material respects, all transfers have been properly completed, and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers were properly elected or appointed, as the case may be.

• (e) Required Authorizations. Except for the filings required in connection with the Competition Act Approval, the Trust and Loan Companies Act Approval and the Bank Act Approval, or as otherwise set forth on Schedule 3.2(e) of the Vendor’s Disclosure Letter, no filing with, notice to or Authorization of, any Governmental Entity is required by any of the Acquired Companies as a condition to the lawful completion of the Transaction. As of the date of this Agreement, none of the Acquired Companies have received any notice from any Governmental Entity that such Governmental Entity would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby or has knowledge of any reason why all necessary approvals set forth on Schedule 3.2(e) of the Vendor’s Disclosure Letter would not be received in order to permit consummation of the transactions contemplated by this Agreement on a timely basis.

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• (f) No Conflicts . Except as set forth on Schedule 3.2(f) of the Vendor’s Disclosure Letter, the execution, delivery or performance of this Agreement by Concentra and the consummation of the transactions contemplated by it by the Acquired Companies:

• (i) does not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a breach or default of, or result in the acceleration of, or allow any Person to exercise any rights under any of the terms or provisions of the constating documents or by-laws of any Acquired Company, or any Material Contracts; and

• (ii) does not violate, and will not result in the violation of, any applicable Law.

• (g) Authorized and Issued Capital. Schedule 3.2(g) of the Vendor’s Disclosure Letter sets out (i) the authorized capital of each Acquired Company and (ii) all of the issued and outstanding shares in the capital of each Acquired Company and the registered owner thereof, in each case as of the date hereof. As of the date hereof, the Purchased Shares constitute 84.0185% of the Common Shares. All of the Purchased Shares have been issued in compliance with all applicable Laws, including applicable securities Laws. The Subsidiaries’ Interests constitute all of the issued and outstanding ownership interests in the capital of the Subsidiaries. There are no outstanding options or rights held by any Person convertible or exchangeable for any shares or other securities of any Acquired Company.

• (h) Subsidiaries and Other Interests. Except for the Subsidiaries’ Interests and the Portfolio Investments, neither Concentra nor any of the Subsidiaries, directly or indirectly, owns or holds any shares or other ownership, equity or proprietary interest in any Person.

• ’

• (i) Title to the Subsidiaries Interests. The Acquired Companies are the registered and beneficial owners of the Subsidiaries’ Interests, as set forth on Schedule 3.2(i) of the Vendor’s Disclosure Letter, with good and valid title thereto, free and clear of all Liens, other than Permitted Liens and restrictions on the transfer arising under the articles or by-laws of the applicable Subsidiary or applicable securities Laws. All of the issued and outstanding shares of each Subsidiary (i) have been duly authorized and validly issued as fully paid and non-assessable, (ii) have been issued in compliance with all applicable Laws, including securities Laws.

• (j) Portfolio Investments. Schedule 3.2(j) of the Vendor’s Disclosure Letter sets out the Portfolio Investments as of the date of this Agreement.

• (k) Dividends and Distributions. Since the Balance Sheet Date, except as set forth on Schedule 3.2(k) of the Vendor’s Disclosure Letter, no Acquired Company has, directly or indirectly, declared or paid any dividends or declared or made any other distribution on any of its shares of any class and has, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so.

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(l) Environmental Matters.

• (i) Each Acquired Company is conducting, and at all times since the date that is three (3) years prior to the date of this Agreement has conducted, the Business in compliance in all material respects with all applicable Environmental Laws in each jurisdiction in which it carries on business.

• (ii) None of the Acquired Companies have, and to the knowledge of Concentra, no third party has, spilled, released, emitted or discharged any Hazardous Materials on, at, in or under any of the Real Properties or real property formerly owned or leased by an Acquired Company in violation of Environmental Laws.

• (iii) To the knowledge of Concentra, none of the Acquired Companies have received any written notice or order from any Governmental Entity to (A) alter any of the Real Properties in a material way in order to be in compliance with Environmental Laws, or (B) perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any Real Property.

• (iv) Copies of all material reports prepared by environmental consultants since the date that is five (5) years prior to the date of this Agreement relating to the environmental condition of the Real Properties and in the possession or under the control of the Acquired Companies, have been made available to Purchaser.

(m) Employee Matters.

• (i) Except as set forth on Schedule 3.2(m) of the Vendor’s Disclosure Letter, no Acquired Company is a party to any written employment agreement pursuant to which severance or termination payments or a retention bonus to any employee may be required to be paid, waived or renounced solely as a result of the completion of the Transaction. Correct and complete copies of all written employment agreements disclosed on Schedule 3.2(m) of the Vendor’s Disclosure Letter pursuant to which severance or termination payments or a retention bonus to any employee may be required to be paid, waived or renounced solely as a result of the completion of the Transaction have been made available to Purchaser. The Acquired Companies are not bound by any collective agreements and no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of any Acquired Company.

• (ii) The Acquired Companies are in material compliance with all applicable Laws relating to employment and labour matters, including provisions thereof relating to employment standards, human rights, workers’ compensation, occupational health and safety, pay equity, unfair labour

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practices and collective bargaining, and, except as set forth on Schedule 3.2(m) of the Vendor’s Disclosure Letter, there are no outstanding claims, complaints, investigations, audits or orders under any such Laws and to the knowledge of Concentra no such claims are pending or threatened.

• (iii) There has not been, nor is there currently or, to the knowledge of Concentra, threatened any strike, slowdown, picketing or work stoppage with respect to the employees of any of the Acquired Companies and no such event has occurred within the last five (5) years. To the knowledge of Concentra, there are no threatened or pending union organizing activities involving any employees of any Acquired Company.

• (iv) The Acquired Companies have not engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Concentra, threatened against any Acquired Company.

• (v) All material amounts due or accrued due to employees of the Acquired Companies for all salary, wages, bonuses, commissions, vacation with pay, sick days, overtime pay and benefits under the Benefit Plans have either been paid or are accurately reflected in the Books and Records.

• (vi) Schedule 3.2(m) of the Vendor’s Disclosure Letter contains a correct and complete list of each employee of any Acquired Company, whether actively at work or not, showing (without names or employee numbers) their employing entity and if employed under a dual employee sharing agreement the employing entities, salaries, wage rates, commissions, bonus arrangements, benefits, annual vacation entitlement in days, positions, status as full-time or part-time employees, location of employment, cumulative length of service with any Acquired Company and whether they are subject to a written employment Contract.

• (vii) Except as disclosed on Schedule 3.2(m) of the Vendor’s Disclosure Letter, no employee of any Acquired Company has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance. Correct and complete copies of all written employment Contracts disclosed on Schedule 3.2(m) of the Vendor’s Disclosure Letter for key executives of the Acquired Companies have been made available to Purchaser.

• (viii) No Acquired Company has received any notice from any Governmental Entity disputing the classification of any independent contractor of the Acquired Companies.

• (ix) There are no material outstanding assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any

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workplace safety and insurance legislation and no Acquired Company has been reassessed in any material respect under such legislation during the past three (3) years and, to the knowledge of Concentra, no audit of any Acquired Company is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims or potential claims which may materially adversely affect any Acquired Company’s accident cost experience in respect of the Business.

• (x) All orders and inspection reports under applicable occupational health and safety legislation (“ OHSA ”) together with the minutes of Concentra’s joint health and safety committee meetings for the past three (3) years have been made available to Purchaser. There are no charges pending under OHSA. The Corporation has complied in all material respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

(n) Benefit Plans .

• (i) Schedule 3.2(n) of the Vendor’s Disclosure Letter sets forth each pension, retirement, savings, profit sharing, bonus, savings, deferred compensation, incentive compensation, stock option, purchase or appreciation, change of control, health, hospitalization, welfare, medical, dental, life or accident insurance, disability, sick pay, severance or termination pay (except with respect to key executives), employee loans, group insurance, fringe benefit and each other employee benefit plan, program or arrangement for the benefit of current or former employees of any Acquired Company that is sponsored, maintained or contributed or required to be contributed to by an Acquired Company or in respect of which any Acquired Company has any liability (each such plan, program or arrangement, other than a benefit plan established pursuant to and mandated by statute, being referred to herein as a “ Benefit Plan ”). Correct, complete and up-to-date copies of each Benefit Plan and all material documents related thereto have been made available to Purchaser. Each Benefit Plan has been administered, established, registered, communicated, funded and invested in all material respects according to its terms, including the terms of the material documents that support such Benefit Plans and applicable Laws and there are no material outstanding violations or defaults thereunder nor any Actions pending or, to the knowledge of Concentra, threatened with respect to any Benefit Plan (other than routine claims for benefits). As of the Closing Date, the Acquired Companies will have either (A) paid and remitted all contributions and all premiums required to be deducted and remitted or paid by the Acquired Companies in respect of each Benefit Plan in a timely fashion in accordance with the terms of each Benefit Plan and applicable Laws for the period up to the Closing Date even though not otherwise required to be paid until a later date, or (B) made full and adequate disclosure of and provision for such contributions and premiums in the Books and Records. Except as set forth on Schedule 3.2(n) of the Vendor’s Disclosure Letter, no

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accumulated funding deficiencies exist in any Benefit Plan that is required or intended to be funded, and all liabilities of the Acquired Companies (whether accrued, contingent or otherwise) related to the Benefit Plans have been fully and accurately disclosed in the Financial Statements. None of the Acquired Companies have breached any fiduciary obligation with respect to the administration or investment of any Benefit Plan.

• (ii) Except as set forth on Schedule 3.2(n) of the Vendor’s Disclosure Letter, the Transaction will not increase or accelerate any entitlement or payment under any Benefit Plan or result in or increase an obligation to fund any compensation or benefits under any Benefit Plan.

• (iii) None of the Acquired Companies sponsors or participates in, or has ever sponsored or participated in a pension plan that contains “a defined benefit provision” as such term is defined in the Tax Act.

• (iv) Other than routine claims for benefits, no Benefit Plan is subject to any pending or, to the knowledge of Concentra, threatened Action, investigation, examination, claim (including claims for Taxes) or any other proceeding initiated by any Person.

• (v) No insurance policy or any other agreement affecting any Benefit Plan requires or permits a retroactive increase in contributions, premiums or other payments due under such insurance policy or agreement. The level of insurance reserves under each insured Benefit Plan is reasonable and sufficient to provide for all incurred but unreported claims.

• (vi) Except as set forth in Schedule 3.2(n) of the Vendor’s Disclosure Letter, none of the Benefit Plans (other than pension plans) provide for, nor does any Acquired Company have any liability or obligation to provide, retiree or other post-employment benefits or for benefits to retired employees or to the beneficiaries or dependants of retired employees.

• (vii) Subject to the requirements of applicable Laws and except as set forth on Schedule 3.2(n) of the Vendor’s Disclosure Letter, no provision of any Benefit Plan or of any agreement, and no act or omission of any Acquired Company, in any way limits, impairs, modifies or otherwise affects the right of such Acquired Company to unilaterally amend or terminate any Benefit Plan, and, except as set forth on Schedule 3.2(n) of the Vendor’s Disclosure Letter, no commitments to improve or otherwise amend any Benefit Plan or to establish any new Benefit Plan have been made.

• (viii) None of the Benefit Plans enjoy any special tax status under any Laws, nor have any advance tax rulings been sought or received in respect of any Benefit Plan. No fact or circumstance exists that could adversely affect the existing Tax preferred or registered status of any Benefit Plan and no Taxes are owing or exigible in respect of any Benefits Plan.

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• (ix) All employee data necessary to administer each Benefit Plan in accordance with its terms and conditions and all Laws is in possession of one or more of the Acquired Companies and all such data is complete and correct in all material respects, and is in a form which is sufficient for the proper administration of each Benefit Plan.

(o) Title to Assets; Sufficiency of Assets.

• (i) Except for the Intellectual Property which is dealt with in Section 3.2(w): (A) each Acquired Company owns, with good and valid title thereto, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of the material properties and assets that are used or held for use in connection with the Business, in each case, free and clear of any Liens, other than Permitted Liens, except for such assets the absence of which would not be material to the Business, taken as a whole; and (B) no other Person owns any material property or assets which are being used in the Business except for the Leased Properties, the personal property leased by one or more of the Acquired Companies pursuant to the Material Contracts and the Intellectual Property licensed to one or more of the Acquired Companies.

• (ii) As of the Closing Date, the assets, properties and rights of the Acquired Companies will comprise assets, properties and rights that are sufficient in all material respects to permit the Purchaser to conduct and administer the Business immediately following the Closing Date in substantially the same manner as the Business is conducted and being administered as of the date hereof.

• (p) Condition of Tangible Assets. The vehicles, machinery, equipment and other tangible personal property of the Acquired Companies are, in all material respects, in good operating condition and repair having regard to their use and age, and are not in need of maintenance or repairs other than maintenance and repairs in the Ordinary Course. The buildings, plants, structures, vehicles, equipment, technology and communications hardware and other tangible personal property of each Acquired Company are in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put.

• (q) Loans.

• (i) Except as would not be material to the Business, taken as a whole, each Loan (including, for the avoidance of doubt, each Mortgage Loan) reflected on the Financial Statements or originated by any Acquired Company after the Balance Sheet Date, other than Loans sold, paid off or otherwise disposed of since the Balance Sheet Date in the Ordinary Course (“ Company Loans ”), is evidenced by a Loan Contract.

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• (ii) Except as would not be material to the Business, taken as a whole, each Loan Contract evidencing a Company Loan and each of the related Loan Documents in respect thereof and any title insurance in respect of Mortgage Loans represents the legal, valid and binding payment obligation of the Obligor or insurer thereon (assuming that such Loan Contract has been duly and validly authorized, executed and delivered by the Obligor thereon), enforceable by the holder thereof in accordance with its terms, is in full force and effect and is in material compliance with all applicable Laws, (i) subject to any limitation on enforcement under applicable Laws relating to bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors’ rights; and the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction, and (ii) except where limited by reasonable and customary waivers by any Acquired Company of the operation of certain terms of such Company Loan on an individual, caseby-case, basis.

• (iii) Schedule 3.2(q) of the Vendor’s Disclosure Letter sets forth the allowance for Loan losses and classifications of the Acquired Companies’ portfolio of Loans as of the Balance Sheet Date and such (i) allowance was determined using the accounting principles, policies, procedures and practices applied by the Acquired Company, including the judgments, estimates, definitions, treatments, forecasts and opinions of management, in accordance with IFRS and (ii) such classifications were prepared in accordance with IFRS. Except as set forth on Schedule 3.2(q) of the Vendor’s Disclosure Letter, and accepted by the Purchaser, all Loans are in good standing without any payment in arrears.

• (iv) Except as set forth on Schedule 3.2(q) of the Vendor’s Disclosure Letter, all Mortgage Loans with a Loan-to-Value Ratio greater than 80% have been insured by a properly authorized entity. All Company Loans have, other than as would not be material to the Business, been administered and serviced since origination in accordance with the Credit Policy (as such Credit Policy was in effect at the relevant time), applicable Laws, the terms of any applicable mortgage or title insurance, the terms of any securitization or other Material Contract and the contractual terms of the Company Loans. All material defaults and delinquencies or other breaches in connection with Company Loans have been investigated, assessed and enforced as and when required in accordance with the Credit Policy (as such Credit Policy was in effect at the relevant time).

(r) Compliance with Laws.

• (i) Except as disclosed on Schedule 3.2(r) of the Vendor’s Disclosure Letter, each Acquired Company is conducting, and has at all times since the date that is three (3) years prior to the date of this Agreement, conducted, its business in material compliance with all applicable Laws in each

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jurisdiction in which it carries on business, including without limitation OSFI Guideline B-20 and all other applicable Laws in connection with Mortgage Loans and other Company Loans and none of the Acquired Companies have received any written notices of material violation with respect to the conduct of the Business since the Balance Sheet Date.

• (ii) Except as disclosed on Schedule 3.2(r) of the Vendor’s Disclosure Letter, the Acquired Companies have timely filed all material reports, registrations and statements together with any amendments required to be made with respect thereto, that were required to be filed under any applicable Law with any applicable Governmental Entity (collectively, the “ Reports ”), other than late filings which, in the aggregate are not material. Subject to applicable Law, Concentra has provided the Purchaser with reasonable access to such Reports and material communications of the Acquired Companies with OSFI and FCAC, including all communications from OSFI and FCAC sent and all responses provided in respect of any regulatory directives, orders, guidance or findings over the last five (5) years.

• (iii) Concentra waived OSFI’s duty of confidentiality and authorized OSFI to share PSI relating to the Acquired Companies with the Purchaser. Concentra has provided to the Purchaser all regulatory materials in respect of OSFI and FCAC (other than any PSI) that a reasonable purchaser would expect to receive in connection with an acquisition of a financial institution.

• (s) Banking and Credit Matters. As of December 31, 2021, the CET 1 Ratio of Concentra was not less than [SPECIFIC PERCENTAGE REDACTED]%. As of the date of this Agreement, (i) the Liquidity Coverage Ratio of Concentra is not less than [SPECIFIC PERCENTAGE REDACTED]%; and (ii) the Net Cumulative Cash Flow of Concentra, on a consolidated basis, shall be a minimum of [SPECIFIC TIME FRAME REDACTED].

• (t) No U.S. Banking Presence . The Acquired Companies have no operations, branches or offices in the United States and do not have, and are not required to have, any license, registration or qualification to engage in banking or financial services by any U.S. federal or state banking authority. No application or request for any such license, registration or qualification has been made or is pending with any U.S. federal or state banking authority.

• (u) Books and Records. All accounting and financial Books and Records have been fully, properly and accurately kept and completed in all material respects. The Books and Records and other data and information are not recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which will not be available to the Acquired Companies in the Ordinary Course.

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• (v) Authorizations. Each Acquired Company holds all Authorizations required to carry on its Business as now conducted, other than such Authorizations, the absence of which would not be material. Such Authorizations are valid, in good standing, and in full force or effect and there are no material outstanding or, to Concentra’s knowledge, threatened, defaults, breaches, suspensions, revocations, cancellations or modifications thereof.

(w) Intellectual Property.

• (i) Schedule 3.2(w) of the Vendor’s Disclosure Letter contains an accurate listing of all Company Intellectual Property that is (i) trademark registrations and applications; (ii) patents, industrial design registrations and applications therefor; (iii) copyright registrations and applications; (iv) Internet domain name registrations, and (v) material proprietary Software, in each case owned by any Acquired Company and used for the Business as currently conducted. The Acquired Companies are the sole and exclusive owners of all right, title and interest in and to the Company Intellectual Property free and clear of any Liens, other than Permitted Liens.

• (ii) The Acquired Companies have taken commercially reasonable steps to establish, safeguard and maintain the ownership, secrecy and confidentiality of all Company Intellectual Property that is trade secrets.

• (iii) There is no Action pending or, to the knowledge of Concentra, threatened against any Acquired Company to the effect that such Acquired Company infringes, misappropriates or otherwise violates any Intellectual Property of any third party. Except as set out in Schedule 3.2(w) of the Vendor’s Disclosure Letter, since the date that is three (3) years prior to the date of this Agreement, the Acquired Companies have not received from any third party any written notice, charge, complaint, claim or other written assertion alleging any such infringement, misappropriation, or other violation by the Acquired Companies of the Intellectual Property of any third party. To the knowledge of Concentra, no Acquired Company is, or has been infringing, misappropriating or otherwise violating in any material manner any Intellectual Property owned by third parties.

• (iv) To the knowledge of Concentra, there is no material infringement, misappropriation or violation by third parties of any Company Intellectual Property, and there has been no written notice, charge, complaint, claim or other written assertion issued by any of the Acquired Companies alleging any infringement, misappropriation, or other violation by a third party of the Company Intellectual Property.

• (v) Except as set forth in Schedule 3.2(w) and Schedule 3.2(dd) of the Vendor’s Disclosure Letter, no Acquired Company is a party to or bound by any Contract or other obligation that materially limits or impairs its ability to

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use, sell, transfer, assign or convey, or that otherwise affects any Company Intellectual Property.

• (vi) The Company Intellectual Property and Intellectual Property licensed to one or more of the Acquired Companies or which one or more of the Acquired Companies otherwise has the right to use, constitutes all Intellectual Property necessary for the conduct of the Business as presently conducted. None of the Acquired Companies license Intellectual Property from the Vendor or any Affiliates of the Vendor.

• (vii) The Acquired Companies have neither licensed from the Vendor or any affiliate of any Vendor any Intellectual Property nor used any such Intellectual Property in connection with the Business. The Acquired Companies have not licensed any Company Intellectual Property to the Vendor or any affiliate of any Vendor and the Vendor and any affiliate of the Vendor have not used and have no right to use following Closing any Company Intellectual Property.

• (viii) Schedule 3.2(w) of the Vendor’s Disclosure Letter sets out all agreements relating to the development of proprietary Software by any Acquired Company, including all confidentiality, intellectual property assignment and proprietary information agreements with and in favour of such Acquired Company, which agreements have been made available to the Purchaser.

(x) Software and Technology .

• (i) To the knowledge of Concentra, the Software owned by, licensed to or used by one or more Acquired Companies does not contain (a) any undisclosed program routine, device or other feature, including viruses, worms, bugs, time locks, Trojan horses or back doors, in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm such Software (other than in accordance with documented features or upon termination of applicable licenses or subscriptions), or (b) any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data, which in either case of (a) or (b) above, materially prevents the Software from performing as designed.

• (ii) None of the material Software owned by any Acquired Company contains any open source, “copyleft” or community source code that obliges any Acquired Company to make its source code publicly available, including any libraries or code licensed under the “General Public License”, “Lesser General Public License” or any other license agreement or arrangement obliging any Acquired Company to make its source code publicly available, whether or not approved by the “Open Source Initiative”. None of the Acquired Companies distribute Software owned by them to third parties for

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commercial purposes that contains open source, “copyleft” or community source code.

• (iii) To the knowledge of Concentra, the computer hardware and operating systems, application software, database engines and processed data, technology infrastructure and other computer systems used in connection with the conduct of the Business as presently conducted are sufficient, in all material respects, for conducting the Business as presently conducted. The IT Systems are either owned by, or properly licensed or leased to, the Acquired Companies (as applicable), and none of the Acquired Companies are in default under the applicable licenses or leases in any material manner.

• (iv) The Acquired Companies have taken steps to implement reasonable procedures to protect its IT Systems from Self-Help Code or Unauthorized Code, and have taken commercially reasonable precautions to preserve the availability, security and integrity of the IT Systems and the data stored on and processed by the IT Systems.

• (v) The IT Systems used by the Acquired Companies are sufficient in all material respects for the Acquired Companies’ current needs in the operation of the Business as presently conducted, and since the date that is 18 months prior to the date of this Agreement, there have been no material failures, crashes, security breaches or other adverse events affecting the IT Systems which has caused material disruption to the Business. The Acquired Companies have taken commercially reasonable actions to protect the integrity and security of the IT Systems, and the information stored therein, from Data Breaches, material failure, crashes, security breaches, or other material adverse affects.

• (vi) The Acquired Companies have commercially reasonable business interruption plans in respect of the operation of the Business and have tested such plans on a periodic basis and such plans have proven effective upon testing.

• (vii) With respect to Material Contracts relating to their IT Systems and the Software not owned but licensed to or used by one or more Acquired Companies, except as would not be material to the Business, taken as a whole, no Acquired Company or, to the knowledge of Concentra, any other party thereto, is in material breach or violation of, or default (in each case, with or without notice or lapse of time or both) under, any such Material Contract and no Acquired Company has received or given any written notice of default under any such Material Contract. Each such Material Contract is in full force and effect.

(y) Privacy and Data Security.

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• (i) To the knowledge of Concentra, in the last five (5) years, the Acquired Companies and the conduct of the Business complies with and has at all times complied with all Data Security Requirements in all material respects.

• (ii) The Acquired Companies have taken commercially reasonable steps consistent with Data Security Requirements to ensure that Personal Information under the Acquired Companies’ custody or control is protected against Data Breaches.

• (iii) Except as set forth on Schedule 3.2(y) of the Vendor’s Disclosure Letter, in the last five (5) years: (A) there have been no written notices, letters or complaints that have been received by, and no Actions have been made against, the Acquired Companies by (i) any Governmental Entity alleging a violation of any Data Security Requirements or related to Data Breaches or by (ii) any other Person alleging a material violation of any Data Security Requirements or related to a material Data Breach and (B) the Acquired Companies have not been subject to any regulatory inquiries or enforcement Actions from any Governmental Entity regarding potential non-compliance with any Data Security Requirements.

• (iv) Except as set forth on Schedule 3.2(y) of the Vendor’s Disclosure Letter, in the last five (5) years: (A) to the knowledge of Concentra, there have not been any material Data Breaches at the Acquired Companies, and (B) the Acquired Companies have not notified or been required pursuant to Privacy Laws or contractual obligations to notify any Person of any material Data Breach or other material adverse events or incidents related to Personal Information.

• (z) Financial Statements. The Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with the preceding period subject to, in the case of the unaudited Financial Statements, the absence of footnotes (none of which, if presented, would differ materially from those presented in the audited Financial Statements) and normal and recurring year-end adjustments (the effect of which will not be material, either individually or in the aggregate), and each presents fairly, in all material respects: (i) the financial position of the Acquired Companies, as applicable, as at the respective dates of the relevant statements, and (ii) the results of the operations and the cash flows of the Acquired Companies for the period covered by the Financial Statements, as applicable. True, correct and complete copies of the Financial Statements are provided at Schedule 1.1(yy) of the Vendor’s Disclosure Letter.

• (aa) No Undisclosed Material Liabilities . The Acquired Companies do not have any liabilities of any nature that would be required under IFRS to be shown on a consolidated balance sheet of the Acquired Companies as of the date of this Agreement, other than (i) liabilities provided for in the Financial Statements or disclosed in the notes thereto; (ii) liabilities incurred in connection with the Transaction or any other agreement delivered pursuant to this Agreement; (iii)

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liabilities incurred in the Ordinary Course since the Balance Sheet Date; or (iv) other undisclosed liabilities which would not be material to the Acquired Companies, taken as a whole.

• (bb) Material Adverse Effect. Since the Balance Sheet Date, there has not been a Material Adverse Effect.

• (cc) Litigation. Except as set forth on Schedule 3.2(cc) of the Vendor’s Disclosure Letter, there are no Actions or administrative or other proceeding pending or, to the knowledge of Concentra, threatened against, initiated by or otherwise involving any Acquired Company (A) for an amount greater than $150,000, or (B) claiming material non-monetary relief. As at the date of this Agreement, no Acquired Company is subject to an Order.

(dd) Contracts.

• (i) Schedule 3.2(dd) of the Vendor’s Disclosure Letter contains a complete list of the following Contracts (which for greater certainty do not include the Loan Documents) as at the date of this Agreement (the Contracts described in this Section 3.2(dd), together with all exhibits and schedules thereto, being the “ Material Contracts ”):

• (A) any Contract (i) in respect of funding the Loans originated by any Acquired Company, (ii) in respect of servicing of Loans, (iii) pursuant to which an Acquired Company has arrangements to originate Loans and sell such Loans to a third party under such Contract, or (iv) relating to any securitization transaction with respect to Loans, in each case that is material to the Business, taken as a whole;

• (B) any distribution, sales or advertising Contract for an amount in excess of $1,000,000 on an annual basis or any agency Contract;

• (C) any Contract that provides for payments to an Acquired Company, or under which any Acquired Company is obliged to make payments, in each case in excess of $1,000,000 in the aggregate per annum;

• (D) any partnership, joint venture, franchise agreement or other similar agreement relating to the Business;

• (E) any Contract under which Indebtedness of an Acquired Company in excess of $1,000,000 is outstanding or pursuant to which any property or asset of any Acquired Company is mortgaged, pledged or otherwise subject to a Lien (other than a Permitted Lien) for an amount in excess of $1,000,000, or any Contract restricting the incurrence of Indebtedness by any Acquired Company or the incurrence of Liens (other than Permitted Liens) on any properties

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or securities of any Acquired Company or restricting the payment of dividends;

  - (F) any Contract (including any confidentiality, secrecy or nondisclosure Contract) that purports to limit in any material respect the right of any Acquired Company to engage in any line of business or to compete with any person or operate in any location, or otherwise conduct its business;

  - (G) any Contract providing for the sale or acquisition of, or option to sell or acquire, any property with a fair market value in excess of $1,000,000 in respect of which the applicable transaction has not been consummated;

  - (H) any Contract in respect of the Intellectual Property owned by, licensed to or used by an Acquired Company that is material to the Business, taken as a whole;

  - (I) any material Contract with any Person with whom any Acquired Company does not deal at arm’s length within the meaning of the _Tax Act_ ; and

  - (J) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any similar commitment with respect to, the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or Indebtedness of any other Person in excess of $1,000,000.

• (ii) Except as would not be material to the Business, taken as a whole, no Acquired Company or, to the knowledge of Concentra, any other party thereto, is in material breach or violation of, or default (in each case, with or without notice or lapse of time or both) under, any Material Contract and no Acquired Company has received or given any written notice of default under any such Material Contract. Each of the Material Contracts is in full force and effect. Except as set forth on Schedule 3.2(dd) of the Vendor’s Disclosure Letter, true, correct and complete copies of all Material Contracts have been delivered to the Purchaser.

• (ee) Related Party Transactions. Except as set forth on Schedule 3.2(ee) of the Vendor’s Disclosure Letter, (i) no (A) Affiliate of an Acquired Company (including another Acquired Company), (B) Vendor, (C) Affiliate of Vendor, (D) officer, director, manager, partner, trustee, shareholder, employee (or any individual in any such Person’s immediate family) of any such Affiliate of an Acquired Company, Vendor or any such Affiliate of Vendor or (E) any Person with whom an Acquired Company is not dealing at arm’s length (within the meaning of the Tax Act) (each, a “ Related Person ”) is a party to any Contract, Indebtedness or transaction or arrangement with any Acquired Company (other than any employment,

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indemnification, compensation-related, or banking-related Contracts made in the Ordinary Course); (ii) no Related Person owns or has any interest in any material property (whether real, personal or mixed) or right, tangible or intangible, that is used by an Acquired Company; and (iii) to the knowledge of Concentra, no Related Person possesses, directly or indirectly, any financial interest in (except for no more than a 5% interest in the securities of a public company held for investment purposes only), or is a director, officer or employee of any Person (other than the Acquired Companies) that is a material customer, lessor, lessee or competitor of any Acquired Company (excluding, for clarity, any existing minority holder of Common Shares in the capital of Concentra).

(ff) Owned Property.

• (i) Except as set out in Schedule 3.2(ff) of the Vendor’s Disclosure Letter (the “ Owned Properties ”), no Acquired Company owns, or is subject to any agreement or option to own, any real property or any interest in real property.

• (ii) Concentra has good and marketable fee simple title to the Owned Properties, free and clear of all Liens except for Permitted Liens and those Liens set out in Schedule 3.2(ff) of the Vendor’s Disclosure Letter.

• (iii) There are no agreements, options, contracts or commitments to sell, transfer or otherwise dispose of the Owned Properties or any interest therein or which would restrict the ability of Concentra to transfer the Owned Property or any interest therein.

• (iv) To the knowledge of Concentra, no Owned Property is subject to any decree or order by any Governmental Entity to be sold, condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of Concentra, has any such condemnation, expropriation or taking been proposed. To the knowledge of Concentra, there are no outstanding work orders from any municipality, fire department, sanitation, health or safety authorities or from any other Governmental Entity.

(gg) Leased Property.

• (i) Schedule 3.2(gg) of the Vendor’s Disclosure Letter lists each real property and/or premises currently leased (including properties subject to ground leases) or subleased by any Acquired Company as tenant or subtenant with a third party other than between or among the Acquired Companies (collectively, the “ Leased Properties ”) and sets forth the name of the entity holding such leasehold interest and the date of the lease (collectively, the “ Lease Documents ”).

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• (ii) True, correct and complete copies of all Lease Documents (including all amendments, modifications, renewals and extensions relating thereto), have been made available to Purchaser.

• (iii) Each of the Acquired Companies, and, to the knowledge of Concentra, each of the counterparties thereto, has performed in all material respects all obligations required to be performed by it under each Lease Document and no Acquired Company is in breach or violation of, or default (in each case, with or without notice or lapse of time or both) under any of the Lease Documents and no Acquired Company has received or given any notice of default under any such agreement which remains uncured, where such breach, violation or default, as the case may be, would be material.

• (iv) No Acquired Company is party to, or under any agreement to become a party to, any lease with respect to real property other than the Lease Documents for the Leased Properties.

• (v) Each Lease Document is legal, valid, binding and in full force and effect and is enforceable by the respective Acquired Company, as tenant, in accordance with its terms, subject only to any limitation under applicable Laws relating to (A) bankruptcy, winding-up, insolvency, arrangement and other Laws of general application affecting the enforcement of creditors’ rights, and (B) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

• (vi) Except as set forth on Schedule 3.2(gg) of the Vendor’s Disclosure Letter, (A) none of the Acquired Companies is a party to any written or oral subleases, licenses or other contracts granting to any Person other than Acquired Companies the right to use or occupy any Leased Property, (B) nor has any Acquired Company collaterally assigned or granted any other security interest in any of the Lease Documents or any interest therein.

• (hh) Conduct of Business. Except as set forth on Schedule 3.2(hh) of the Vendor’s Disclosure Letter and except for the Pre-Closing Reorganization, since the Balance Sheet Date, each Acquired Company has conducted the Business in the Ordinary Course (other than Concentra’s negotiation of the matters contemplated by this Agreement), and has not:

• (i) adopted or proposed any change in any Acquired Company’s certificate of incorporation or by-laws (other than with respect to the ongoing name change to Wyth Financial);

• (ii) split, combined or reclassified any shares in the capital of any Acquired Company;

• (iii) issued, delivered or sold, or authorized the issuance, delivery, or sale of, any shares or other securities of any Acquired Company, or granted options, warrants, calls or other rights to purchase or otherwise acquire any shares

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or other securities of any Acquired Company, other than the issuance of any shares by a Subsidiary to an Acquired Company;

• (iv) merged, amalgamated or consolidated with any other Person;

• (v) incurred any capital expenditures, other than in the Ordinary Course;

• (vi) acquired (by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than:

• (A) in the Ordinary Course (including, for greater certainty, the acquisition of (including by way of participation interests in) mortgages or loans and/or pools of mortgages or loans and participating in the syndication of loans and pools of loans), or

• (B) repurchases of Loans as required by the terms of any agreement relating to the sale or securitization of Loans;

• (vii) sold, leased or otherwise transferred any Acquired Company’s assets, securities, properties, interests or businesses, other than:

• (A) in the Ordinary Course (including, for greater certainty, the syndication and/or securitization of loans and/or pools of loans and selling participation interests in loans and/or pools of loans), or

• (B) sales of Loans for funding purposes in the Ordinary Course;

• (viii) created, incurred, assumed, suffered to exist or otherwise be liable with respect to any Indebtedness, other than:

• (A) in the Ordinary Course,

• (B) in accordance with the Credit Agreement, the SaskCentral Credit Agreement, STLF Agreement or the ELA Agreement, or

• (C) in respect of issuances of Indebtedness made by the Acquired Companies in the capital markets;

• (ix) removed any auditor or director or terminated any officer or other senior employee;

• (x) materially increased the benefits to which employees or former employees of any Acquired Company are entitled under any Benefit Plan or created any new Benefit Plan for any employee;

• (xi) suffered any extraordinary loss, whether or not covered by insurance;

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• (xii) compromised or settled any material litigation, proceeding or other governmental action relating to the assets, the Business or any Acquired Company;

• (xiii) cancelled or reduced any of its insurance policies;

• (xiv) made any change to the accounting methods, principles, classifications or practices used by the Acquired Companies, except as was required by IFRS or applicable Laws or in the Ordinary Course; or

• (xv) agreed or committed to do any of the foregoing.

• (ii) Insurance. Schedule 3.2(ii) of the Vendor’s Disclosure Letter sets out a list of material insurance policies which are maintained by the Acquired Companies as at the date of this Agreement, all of which policies are in full force and effect and there is no material claim pending under such policies as to which coverage has been questioned, denied or disputed. No Acquired Company is in default with respect to any of the provisions contained in the insurance policies or the payment of any premiums under any insurance policy, nor has any Acquired Company failed, since the date that is 18 months prior to the date of this Agreement, to give any notice or to present any claim under any insurance policy in a due and timely fashion, where such default would be material. Except as set forth in Schedule 3.2(ii) of the Vendor’s Disclosure Letter, there has been no material claims under such policies since the date that is three (3) years prior to the date of this Agreement.

• (jj) Bank Accounts . Schedule 3.2(jj) of the Vendor’s Disclosure Letter is a correct and complete list showing the name of each bank in which any of the Acquired Companies has an account or safety deposit box, the names of all Persons authorized to draw on the account or to have access to the safety deposit box, in each case, as at the date of this Agreement, and the names of all Persons holding powers of attorney from any Acquired Company.

• (kk) Tax Matters. Except as set forth on Schedule 3.2(kk) of the Vendor’s Disclosure Letter:

• (i) Each Acquired Company has paid all Taxes which are due and payable within the time required by applicable Law, and has paid all assessments and reassessments it has received in respect of Taxes. No Acquired Company has received any refund of Taxes to which it not entitled.

• (ii) All liabilities of each Acquired Company in respect of Taxes have been assessed by the relevant Governmental Entity and notices of assessment have been issued for all taxable periods ending on or before December 31, 2020.

• (iii) Each Acquired Company has duly and timely filed with the appropriate Governmental Entity all Tax Returns required to be filed for taxable periods

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ending on or before the Closing Date, each of which Tax Returns (i) is true, correct and complete in all material respects, (ii) accurately reflects the Tax liability of the Acquired Company for such taxable period, and (iii) does not contain any material misstatement or omit any material statement that should have been included therein.

• (iv) Each Acquired Company has made adequate provision in the Books and Records and the Financial Statements for all Taxes which are not yet due and payable but which relate to the period covered thereby.

• (v) None of the Acquired Companies are, to the knowledge of Concentra as of the date hereof, the subject of a Tax audit or examination with respect to any material Taxes of such Acquired Company and, to the knowledge of Concentra, no claim, action, suit, audit, proceeding, investigation or other action in respect of Taxes is pending or threatened against any Acquired Company by any Governmental Entity for any period ending on or prior to the Closing.

• (vi) There are no Liens for Taxes on the assets of the Acquired Companies except for Permitted Liens.

• (vii) There are no outstanding agreements, arrangements, waivers or objections extending the statutory limitations period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by, any of the Acquired Companies.

• (viii) During the last two (2) years prior to the date hereof, no written claim that remains pending has been made by any Tax authority, in a jurisdiction where an Acquired Company has not filed a Tax Return, that it is or may be subject to Tax by such jurisdiction.

• (ix) The Acquired Companies have withheld from each payment made to any Person, including any employee, officer or director and all Persons who are or are deemed to be non-residents of Canada for purposes of the Tax Act, all amounts required by applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods (or made adequate provision for the payment of such amounts) to the appropriate Governmental Entity. The Acquired Companies have remitted all material Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes and other Taxes payable or required to be withheld and remitted by them in respect of their employees (or made adequate provision for the payment of such amounts) to the appropriate Governmental Entity within the time required under applicable Law.

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• (x) Each Acquired Company have charged, collected and remitted on a timely basis (or made adequate provision for the payment of such amounts) all material Taxes as required under applicable Law on any sale, supply or delivery, made by it.

• (xi) There are no circumstances existing which could result in the application of section 17, section 78, section 79, or sections 80 to 80.04 of the Tax Act, or any equivalent provision under applicable provincial Law, to any Acquired Company. No Acquired Company has claimed, nor will any Acquired Company claim, any reserve under any provision of the Tax Act or any equivalent provincial provision, if any amount could be included in the income of such Acquired Company for any period ending after the Closing Date.

• (xii) Each Acquired Company (other than 101055565 Saskatchewan Ltd.) is duly registered with the Canada Revenue Agency under the Excise Tax Act (Canada) for purposes of the goods and services tax (“ GST ”). All input tax credits claimed by any such company for GST purposes were calculated in accordance with applicable Law. Each Acquired Company has complied with all registration, reporting, payment, collection and remittance requirements in respect of GST and provincial sales tax or harmonized tax legislation.

• (xiii) No Acquired Company is subject to any joint venture, partnership or other arrangement or Contract that is treated as a partnership for income tax purposes in any jurisdiction.

• (xiv) No Acquired Company has made any payment, nor is obligated to make any payment, and is not a party to any agreement under which it could be obligated to make any payment, that may not be deductible by virtue of Section 67 of the Tax Act or any analogous provincial or similar provision.

• (xv) Each Acquired Company has not (i) directly or indirectly, transferred property to or supplied services to, or acquired property or services from, any Person who is a non-resident of Canada (within the meaning of the Tax Act) with whom it was not dealing at arm’s length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of such property or services, (ii) failed to make or obtain records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act where applicable, or (iii) entered into any advance pricing agreement with any Governmental Entity.

• (xvi) No Acquired Company has filed any application with the Minister of National Revenue (Canada) under section 125.7 of the Tax Act and no Acquired Company has applied for or received under or in connection with any support, plan, program or accommodation adopted or implemented by

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any Governmental Entity in response to the COVID-19 pandemic, including any support or programs adopted pursuant to Canada’s COVID-19 Economic Response Plan or related measures.

• (xvii) Notwithstanding anything in this Agreement to the contrary, the representations and warranties set forth in Section 3.1(f) and this Section 3.2(kk) shall constitute the sole and exclusive representations or warranties made by Vendor and Concentra in this Agreement with respect to Taxes, and no other representation or warranty contained in any other section of this Agreement shall be deemed to be made with respect to Taxes.

(ll) Anti-Money Laundering and Anti-Corruption.

• (i) No Acquired Company, nor any of their directors, officers, employees, or, to Concentra’s knowledge, agents or consultants:

• (A) has, in the course of its actions for, or on behalf of, an Acquired Company (I) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (II) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (III) violated or taken any act that would violate any provision of the Corruption of Foreign Public Officials Act (Canada) (“ CFPOA ”), the Foreign Corrupt Practices Act of 1977 (United States) (“ FCPA ”) or other similar Laws of other jurisdictions, (IV) violated or taken any act that would violate the Special Economic Measures Act (Canada) (“ SEMA ”) or other similar Laws of other jurisdictions, or (V) violated or taken any act that would violate the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) (“ FACFOA ”) or other similar Laws of other jurisdictions, in each case to which an Acquired Company is subject;

• (B) has, directly or indirectly, taken any action in violation of any export restrictions, anti-boycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Laws;

• (C) is a Person identified under SEMA, FACFOA or any United Nations resolution or regulation or otherwise a target of economic sanctions under other similar applicable Canadian, United States or foreign Laws; or

• (D) has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Law.

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• (mm) No Brokers. No broker, finder or investment banker or other Person is, directly or indirectly, entitled to receive from any of the Acquired Companies any brokerage, finder’s or other similar fee, charge or commission in connection with the Transaction.

3.3 Vendor’s Disclosure Letter.

Contemporaneously with the execution and delivery of this Agreement, Vendor is delivering to Purchaser the Vendor’s Disclosure Letter required to be delivered pursuant to this Agreement, which is deemed to constitute an integral part of this Agreement. The disclosure of any fact or item in any section of the Vendor’s Disclosure Letter shall be deemed to be an exception to (or, as applicable, disclosure for the purposes of) (a) the section of this Agreement corresponding to that section of the Vendor’s Disclosure Letter and (b) any other section of Article 3 or Article 5 to the extent that the relevance of such disclosure to such other section is reasonably apparent on its face.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Representations and Warranties of Purchaser.

Purchaser represents and warrants to and in favour of Vendor as follows and acknowledges that Vendor is relying upon such representations and warranties in connection with the entering into of this Agreement:

• (a) Formation and Qualification. Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of incorporation and has not been discontinued or dissolved under such Laws, and has all requisite power to enter into and perform its obligations under this Agreement.

• (b) Validity of Agreement; No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the consummation of the transactions contemplated by it:

• (i) have been duly authorized by all necessary corporate action on the part of Purchaser;

• (ii) does not (or would not with the giving of notice, the lapse of time, or both, or the happening of any other event or condition) constitute or result in a breach or default of, or result in the acceleration of, or allow any Person to exercise any rights under any of the terms or provisions of the constating documents or by-laws of Purchaser, or any contracts to which Purchaser is a party or pursuant to which any of its assets or property may be affected;

• (iii) does not (or would not with the giving of notice, the lapse of time, or both, or the happening of any other event or condition) result in a breach of, or cause the termination or revocation of, any Authorization held by the Purchaser; or

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• (iv) does not violate, and will not result in the violation of, any applicable Law.

• (c) Execution and Binding Obligation. This Agreement or any other agreements related to this Agreement to which the Purchaser is a party have been duly executed and delivered by Purchaser, and constitute legal, valid and binding agreements of Purchaser enforceable against it in accordance with their respective terms subject only to any limitation under applicable laws relating to (i) bankruptcy, winding-up, insolvency, arrangement and other similar Laws of general application affecting the enforcement of creditors’ rights; and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

• (d) Litigation and Orders. There are no Actions or Orders existing, pending, or to Purchaser’s knowledge, threatened against Purchaser, which would have a material effect on Purchaser’s ownership of the Purchased Shares or which prohibit, restrict or seek to enjoin the Transaction.

• (e) Required Authorizations. Except for the filings required in connection with the Competition Act Approval, the Trust and Loan Companies Act Approval and the Bank Act Approval, or as otherwise set forth on Schedule 4.1(e) of the Purchaser’s Disclosure Letter, no filing with, notice to or Authorization of, any Governmental Entity is required by the Purchaser for the execution and delivery of this Agreement or the consummation of the Transaction. As of the date of this Agreement, the Purchaser has not received any notice from any Governmental Entity that such Governmental Entity would oppose or refuse to grant or issue its consent or approval, if required, with respect to the transactions contemplated hereby or has knowledge of any reason why all necessary approvals set forth on Schedule 4.1(e) of the Purchaser’s Disclosure Letter would not be received in order to permit consummation of the transactions contemplated by this Agreement on a timely basis.

• (f) Financing. Purchaser has, or will have at Closing, all funds on hand necessary to pay the Purchase Price and all other amounts required to be paid by Purchaser or loaned by Purchaser to an Acquired Company herein.

• (g) Investment Canada Act. Purchaser is not a non-Canadian within the meaning of the Investment Canada Act.

• (h) No Brokers. Except as disclosed on Schedule 4.1(h) of the Purchaser’s Disclosure Letter, no broker, finder or investment banker or other Person is directly or indirectly entitled to receive from Purchaser or its Affiliates any brokerage, finder’s or other similar fee, charge or commission in connection with the Transaction.

• (i) No Offering Memorandum; Purchase for Own Account. Purchaser acknowledges and agrees that the CIM is not, and shall be deemed not to be, an “offering memorandum” within the meaning of the Securities Act (Ontario) or any other Laws. Purchaser is acquiring the Purchased Shares for its own account and not with a view to their distribution.

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4.2 Purchaser’s Disclosure Letter.

Contemporaneously with the execution and delivery of this Agreement, Purchaser is delivering to Vendor the Purchaser’s Disclosure Letter required to be delivered pursuant to this Agreement, which is deemed to constitute an integral part of this Agreement. The disclosure of any fact or item in any section of the Purchaser’s Disclosure Letter shall be deemed to be an exception to (or, as applicable, disclosure for the purposes of) (a) the section of this Agreement corresponding to that section of the Purchaser’s Disclosure Letter and (b) any other section of Article 4 to the extent that the relevance of such disclosure to such other section is reasonably apparent on its face.

ARTICLE 5 PRE-CLOSING COVENANTS OF THE PARTIES

5.1 Conduct of Business Prior to Closing.

Except (i) as expressly provided in this Agreement (including, for certainty, the implementation of the Pre-Closing Reorganization), (ii) as set forth in the Vendor’s Disclosure Letter (including on Schedule 5.1 of the Vendor’s Disclosure Letter), (iii) as required by applicable Law (including, for certainty, in respect of any directives received from OSFI or FCAC of general application), (iv) as required as a result of the Superintendent of Financial Institutions issuing Concentra a directive under section 485 of the Bank Act to increase its capital, (v) as required in order for Concentra to maintain the financial ratios set out in Section 6.2(h), or (vi) with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed and to the extent lawfully able to do so, during the Interim Period (x) Concentra shall, and shall cause its Subsidiaries to, conduct the Business in the Ordinary Course; (y) Concentra shall, and shall cause its Subsidiaries to, refrain from taking any of the actions set forth in this Section 5.1(a) to 5.1(w); and (z) Vendor shall cause, solely to the extent permissible under Concentra’s organizational documents, Concentra to comply with this Section 5.1:

• (a) adopt or propose any change in any Acquired Company’s certificate of incorporation or bylaws;

• (b) split, combine or reclassify any shares in the capital of any Acquired Company;

• (c) issue, deliver or sell, or authorize the issuance, delivery or sale of, any Common Shares or any other shares or other securities of any Acquired Company, or grant options, warrants, calls or other rights to purchase or otherwise acquire any shares or other securities of any Acquired Company, other than the issuance of any shares by a Subsidiary to an Acquired Company;

• (d) with respect of any Common Shares, (i) declare or pay any noncash dividend or make any other noncash distribution; or (ii) declare or pay any cash dividend or make any other distribution;

• (e) merge, amalgamate or consolidate with any other Person;

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• (f) incur any capital expenditures, other than capital expenditures incurred in the Ordinary Course, provided that all capital expenditures involving a commitment in excess of $[SPECIFIC DOLLAR AMOUNT REDACTED] individually or in the aggregate will be subject to the prior written approval of the Purchaser;

• (g) acquire (by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, any assets, securities, properties, interests or businesses, other than:

• (i) in the Ordinary Course (including, for greater certainty, the acquisition of (including by way of participation interests in) mortgages or loans and/or pools of mortgages or loans and participating in the syndication of loans and pools of loans),

• (ii) investments made by an Acquired Company in the Ordinary Course, provided that all investments (other than investments (A) relating to the core liquidity portfolio considered HQLA, Level 1 or Level 2A per OSFI LAR Chapter 2, (B) in the form of short term securities customarily used for liquidity management purposes or (C) otherwise described in Schedule 5.1 of the Vendor’s Disclosure Letter) involving a commitment in excess of $[SPECIFIC DOLLAR AMOUNT REDACTED] individually or in the aggregate will be subject to the prior written approval of the Purchaser; or

• (iii) repurchases of Loans as required by the terms of any agreement relating to the sale or securitization of Loans;

• (h) sell, lease or otherwise transfer any Acquired Company’s assets, securities, properties, interests or businesses, other than:

• (i) in the Ordinary Course (including, for greater certainty, the syndication and/or securitization of loans and/or pools of loans and selling participation interests in loans and/or pools of loans), or

• (ii) sales of Loans for funding purposes in the Ordinary Course;

• (i) create, incur, assume, suffer to exist or otherwise be liable with respect to any Indebtedness (including by guaranteeing any Indebtedness of a third party), other than:

• (i) in the Ordinary Course, or

• (ii) in accordance with the Credit Agreement, the SaskCentral Credit Agreement, STLF Agreement or the ELA Agreement;

• (j) make any change to the accounting methods, principles, classifications or practices currently used by the Acquired Companies, except as may be required by IFRS or applicable Laws;

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• (k) remove any auditor or director or terminate any officer or other senior employee other than for cause;

• (l) hire any individual that is entitled to base compensation in excess of $[SPECIFIC DOLLAR AMOUNT REDACTED], except where such individual is hired to fill a vacancy in the Ordinary Course;

• (m) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any member of management or other employees except (i) as may be required under applicable Laws, (ii) pursuant to any Benefit Plan in effect on the date hereof, or (iii) with respect to employees in the Ordinary Course;

• (n) enter into, establish or adopt any collective bargaining or similar agreement with any union, works council or other labour organization;

• (o) other than the retention, severance and other arrangements disclosed in Schedule 3.2(n) of the Vendor’s Disclosure Letter, (i) materially increase the benefits (including severance or termination benefits) to which employees of any Acquired Company are entitled under any Benefit Plan or create any new Benefit Plan for any employee; or (ii) take any action to amend or waive any performance vesting criteria or accelerate the vesting, payment, exercisability or funding under any Benefit Plan;

• (p) other than as permitted under any other subclause of this Section 5.1, including Section 5.1(g), (i) enter into any contract or other arrangement that would constitute a Material Contract; (ii) materially amend, modify or renew any Material Contract other than renewals in the Ordinary Course (including Material Contracts that automatically renew); (iii) waive any material benefits under any Material Contract or grant any consent or release in respect of any material matters related to any Material Contract, (iv) terminate (either partially or completely) or cancel any Material Contract, other than terminations or cancellations in the Ordinary Course and with prior notice to the Purchaser; (v) cause or permit any acceleration of any material terms under any Material Contract; or (vi) enter into any new contract or other new arrangement with respect to the Acquired Companies’ digital banking platform involving a commitment in excess of $[SPECIFIC DOLLAR AMOUNT REDACTED] individually or in the aggregate without the prior written approval of the Purchaser;

• (q) (i) make, change or revoke any material Tax election, (ii) change any material method of Tax accounting, (iii) change any material Tax year or period, (iv) enter into any material closing agreement with respect to Taxes, (v) file any material amended Tax Return, (vi) settle or compromise any material Tax claim or assessment; or (vii) surrender any material claim for a refund of Taxes;

• (r) materially change the regular business practices of any Acquired Company as it pertains to the origination and ongoing portfolio management of the Company Loans as of the Balance Sheet Date, except in the Ordinary Course;

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• (s) (i) amend, modify or change any material investment practices of an Acquired Company; or (ii) make any change in any material respect to the investment portfolio of an Acquired Company in terms of duration, credit, quality or type of interests, except: (A) as required by applicable Law; and (B) in the Ordinary Course in response to changes in the market for similar items;

• (t) enter into any material new line of business or change in any material respect its lending, underwriting, risk and asset liability management and other banking, operating, and servicing policies;

• (u) other than in the Ordinary Course, compromise or settle any material litigation, proceeding or other governmental action relating to the Business or any Acquired Company;

• (v) cancel or reduce any of its insurance policies without simultaneously obtaining similar coverage as may be necessary to continue to conduct the Business in the Ordinary Course; or

• (w) agree or commit to do any of the foregoing.

5.2 ALCO Committee.

During the Interim Period, the Purchaser shall, subject to applicable Law, be entitled to, promptly following the occurrence of any meetings of the Asset Liability Committee of Concentra (the “ ALCO Committee ”), receive, subject to any redactions that relate solely to PSI, privilege or pricing information (it being acknowledged and agreed that no other redactions shall be permitted), copies of all materials and information provided or accessible to the members of the ALCO Committee, including without limitation any subcommittee thereof in connection with such meetings. The foregoing shall be subject to the Purchaser and its nominees entering into appropriate confidentiality agreements with Concentra and, for greater certainty, neither the Purchaser nor its nominees shall be provided access to any PSI.

5.3 Filings and Authorizations.

• (a) Each of Vendor, Purchaser and Concentra will use commercially reasonable efforts to make, or cause to be made, all filings and applications with, and give all notices and submissions to Governmental Entities forthwith upon the execution of this Agreement, and in any event no more than ten Business Days after the execution of this Agreement, that are necessary or advisable to obtain all Authorizations from Governmental Entities that are necessary or advisable for the lawful completion of the Transaction (including, for greater certainty, all filings required in connection with the Competition Act Approval, the Trust and Loan Companies Act Approval and the Bank Act Approval).

• (b) For greater certainty and without limiting the generality of Section 5.3(a),

• (i) in the case of the Competition Act Approval, forthwith upon the execution of this Agreement and in any event within fifteen (15) Business Days of the

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date of this Agreement, (A) Purchaser shall file with the Commissioner a submission in support of a request for an Advance Ruling Certificate or a No-Action Letter; (B) unless Purchaser and Vendor mutually agree otherwise or agree that such filing should be made on a different date, Purchaser and Concentra shall each file a notification pursuant to paragraph 114(1) of the Competition Act; and

• (ii) in the case of the Bank Act Approval and the Trust and Loan Companies Act Approval, forthwith upon the execution of this Agreement and in any event within fifteen (15) Business Days of the date of this Agreement, Purchaser shall file an application with the Office of the Superintendent of Financial Institutions (Canada) (“ OSFI ”) to obtain the Bank Act Approval and the Trust and Loan Companies Act Approval (which application shall include a business plan that contemplates the continued operation of the business of Concentra Trust following the Closing Date in a manner that complies with Section 9.4); and

• (iii) Purchaser shall pay the filing fees incurred in connection with the Competition Act Approval.

• (c) Purchaser, Vendor and Concentra will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other in connection with this Section 5.3 including, to the extent lawfully able to do so, (i) providing each other with advance copies and reasonable opportunity to comment on all notices, applications, submissions, responses, filings and information supplied to or filed with any Governmental Entity (except for information which any of Purchaser, Vendor or Concentra, acting reasonably, considers (A) confidential or competitively sensitive, which shall only be provided to outside counsel of such other Parties on a confidential and privileged basis or (B) sensitive Personal Information, which shall only be provided to the applicable Governmental Entity), and (ii) keeping each other apprised of material communications with any Governmental Entity.

• (d) Each of Purchaser, Vendor and Concentra will use their commercially reasonable efforts to satisfy, as soon as reasonably practicable, all requests for information and documentation received from any Governmental Entity.

• (e) Neither Purchaser, on the one hand, nor Vendor and Concentra, on the other hand, shall participate in any meeting, telephone call, negotiation, discussion or correspondence with any Governmental Entity in respect of the Transaction, without giving the other prior notice of such meeting, telephone call, negotiation, discussion or correspondence and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate (such participation to be limited to a Party’s counsel where communications or meetings involve information that the other Party reasonably considers to be confidential or competitively sensitive). Notwithstanding the foregoing, in the event that the Purchaser, on the one hand, and the Vendor and Concentra, on the other hand, receives an unsolicited telephone

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call from a Governmental Entity in respect of the Transaction, that Party may participate provided that it provides a brief summary of the telephone call to the other Party within a reasonable period of time.

• (f) Purchaser shall use its commercially reasonable efforts to obtain the Bank Act Approval and the Trust and Loan Companies Act Approval as soon as reasonably practicable. For greater certainty, such efforts shall include (i) obtaining and injecting additional capital in Concentra if reasonably requested by OSFI or other steps to satisfy OSFI that Purchaser is a source of ongoing financial strength; and (ii) negotiating in good faith to settle any undertakings or conditions requested by OSFI, provided, however, that Purchaser shall not be required to undertake any of the actions listed under items (i) and (ii) of this paragraph to obtain the Bank Act Approval and the Trust and Loan Companies Act Approval, as applicable, if such actions are reasonably expected to, individually or in the aggregate, be likely to significantly and adversely affect the business of either (x) the Acquired Companies, taken together, or (y) the Purchaser, each of (x) and (y) taken separately.

• (g) Purchaser shall use its commercially reasonable efforts to obtain the Competition Act Approval as soon as reasonably practicable. For greater certainty, such efforts shall include offering to take, and if such offer is accepted, taking, at its own expense, all actions necessary to obtain the Competition Act Approval, including (i) agreeing to all undertakings or conditions as are requested or required in connection therewith; and (ii) negotiating and effecting by consent agreement or order, hold separate arrangement, undertaking or otherwise, the divestiture of assets, or undertaking of any form of behavioural remedy, action or commitment, provided, however, that Purchaser shall not be required to undertake any of the actions listed under items (i) and (ii) of this paragraph to obtain the Competition Act Approval if such actions are reasonably expected to, individually or in the aggregate, be likely to significantly and adversely affect the business of either (x) the Acquired Companies, taken together, or (y) the Purchaser, each of (x) and (y) taken separately.

5.4 Requests for Consent.

During the Interim Period, Concentra shall, and shall cause the other Acquired Companies to, to the extent applicable, if requested by Purchaser, send notices, to be prepared and provided by Purchaser, seeking the consent or waiver of the counterparty to each agreement listed in Schedule 3.2(f) of the Vendor’s Disclosure Letter within five Business Days following the receipt of the aforementioned notices by Concentra, provided the form and substance thereof are satisfactory to Concentra, acting reasonably. Neither Concentra nor any of the other Acquired Companies shall be required to take any action, pay any money, incur any obligations, commence any legal proceedings or offer or grant any accommodation (financial or otherwise) to any third party in order to obtain such consents or waivers, provided that Concentra will, and will cause the other Acquired Companies to, to the extent applicable, if requested by Purchaser, make commercially reasonable efforts to follow-up (whether by phone, email or letter, as requested by Purchaser) in respect of each notice mentioned in the preceding sentence. Purchaser may take such

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reasonable commercial actions it deems appropriate to obtain such consents and waivers, including by providing information of Purchaser as is reasonably requested by a third party in order to grant its consent or waiver or paying any monies Purchaser deems reasonable to pay, provided that Purchaser shall not be required to pay any money to obtain any such consent.

5.5 Access.

• (a) During the Interim Period, Concentra shall, and shall cause the other Acquired Companies to: (i) afford to Purchaser and its legal, accounting and other representatives reasonable access during normal business hours to the Business and their affairs and properties (including their employees for the purposes of Purchaser’s transitional and integration planning) and access to all applicable regulators, including OSFI and FCAC for purposes of a fulsome discussion in respect of the Business and the Acquired Companies, it being acknowledged by the Purchaser that none of the Acquired Companies can cause any applicable regulator, including OSFI or FCAC, to avail itself to the Purchaser; (ii) prepare, as soon as reasonably practicable after the last day of a month during the Interim Period, a report that lists all Contracts (other than employment Contracts and Loan Documents) between Concentra or Concentra Trust, on the one hand, and any counterparty, on the other hand, which provides for the expenditure of $100,000 or more (in one instance or in the aggregate during any 12 month period) that are entered into, renewed or extended during the Interim Period; and (iii) subject to applicable Law, furnish to Purchaser and its legal, accounting and other representatives such financial and operating data, regulatory information and other information relating to the Business and the Acquired Companies, within a reasonable time following receipt of a request for such information, and in so doing shall compile during the Interim Period all regulatory correspondence received from OSFI or FCAC for purposes of providing same (other than any PSI) to the Purchaser upon request; in each case (x) as such Persons may reasonably request and to the extent such access or information is reasonably necessary for the consummation of the Transaction; and (y) without undue interference to the ordinary conduct of the Business of the Acquired Companies. All requests for access to the Business, its employees and information in accordance with the foregoing shall be consolidated and made through a committee to be established, which will have representation from the Purchaser, the Vendor and Concentra (the “ Transition Committee ”). The Transition Committee will meet bi-weekly and will consider all such requests taking into account the criteria set out above and the number of employee hours that may be required to fulfill the request. The report contemplated in clause (ii) of this Section 5.5(a) shall be delivered to the Transition Committee at the first meeting of the Transition Committee following such report becoming available.

• (b) Each Party shall use any information received about another Party (and in particular, information that is competitively or commercially sensitive to any Party) in accordance with this Article 5 solely for the purposes of the implementation of the transactions contemplated by this Agreement and for no other purpose.

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5.6 Discussions with Concentra and Minority Shareholders.

During the Interim Period, at the request of the Purchaser, the Vendor will use its commercially reasonable efforts in its capacity as a shareholder of Common Shares of Concentra to facilitate discussions between the Purchaser and Concentra and then between the Purchaser and Minority Shareholders holding in the aggregate more than 8.1% of the issued and outstanding Common Shares for the purpose of the Purchaser pursuing such Persons’ support for a “squeezeout transaction” (as defined in the Bank Act) at an economically equivalent price per Common Share to the Minority Shareholders as the Transaction contemplated by this Agreement, the result of which, assuming the prior completion of the transactions contemplated by this Agreement, would be the Purchaser holding all of the issued and outstanding Common Shares. The Purchaser acknowledges and agrees that neither the completion of a “squeeze-out transaction” in respect of the Common Shares, nor obtaining the support of any Minority Shareholder in respect thereof is a condition precedent to the consummation of the transactions contemplated by this Agreement and it may not terminate this Agreement pursuant to Section 7.2(a)(i) based upon a breach by the Vendor of this Section 5.6.

5.7 Notice by the Parties of Certain Matters.

• (a) During the Interim Period, each of the Purchaser, on the one hand, and the Vendor, on the other hand, shall promptly notify the other of the occurrence of any event that would reasonably be expected to result in the failure of one or more of the conditions to Closing set out in Article 6 to be met by the Termination Date.

• (b) During the Interim Period, Concentra and the Vendor, as applicable, shall provide written notice, as soon as reasonably practicable, to the Purchaser in the event any Acquired Company receives notice in writing that a Key Business Relationship has, or intends to, cancel, terminate or otherwise materially and adversely modify its relationship with such Acquired Company (whether related to payment, price or otherwise) for any reason and for purposes hereof “ Key Business Relationship ” shall mean any business relationship of an Acquired Company with any: (i) employee of an Acquired Company that acts as a single-point of contact with credit union partners; and (ii) any counterparty to a Material Contract.

5.8 Financing Cooperation.

• (a) The Vendor and Concentra acknowledge that the Purchaser or its Affiliates may undertake one or more public or private debt or equity financings in connection with arranging and obtaining funds necessary to pay the Purchase Price (it being understood and agreed that the Purchaser obtaining financing is not a condition to any of its obligations hereunder). In connection with the foregoing, the Vendor and Concentra shall use commercially reasonable efforts to provide, and each of them shall use commercially reasonable efforts to cause their Affiliates and each of their respective officers, directors, accountants, legal counsel and other representatives to provide, at the sole cost and expense of the Purchaser, customary and reasonable cooperation requested by the Purchaser or its Affiliates that is necessary or

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advisable in connection with the offering, arrangement, syndication, marketing or consummation of such financings, including, without limitation:

• (i) participating at reasonable times in a reasonable number of meetings and otherwise cooperating with the marketing efforts for any such financings;

• (ii) providing reasonable and customary assistance in the preparation of (A) customary offering documents, offering memoranda, offering circulars, private placement memoranda, prospectuses, syndication documents and other syndication materials, including information memoranda, lender and investor presentations, bank books and other marketing documents, and similar documents and (B) materials for rating agency presentations;

• (iii) making its senior management personnel available on reasonable notice for participation in any reasonably required meetings, drafting sessions, presentations, road shows, rating agency presentations and due diligence sessions and other customary syndication activities;

• (iv) assisting the Purchaser and/or its Affiliates in its preparation of any business acquisition report required to be filed pursuant to Part 8 of National Instrument 51-102 Continuous Disclosure Obligations , including the required financial statements, as may be modified by any exemptive relief granted pursuant to applicable Laws;

• (v) furnishing to the Purchaser and/or its Affiliates financial statements and financial and other pertinent information regarding Concentra as may be reasonably requested by the Purchaser to consummate a debt or equity financing at the time that such offering will be made (including, without limitation, such information necessary for Purchaser to prepare pro forma financial statements and any financial statements required under applicable securities Law to be included in a prospectus or other offering document, or which are desirable to include in a prospectus or other offering document, based upon the reasonable advice of the offeree’s underwriters’ engaged to conduct an offering);

• (vi) causing relevant personnel of Concentra’s auditors to provide customary assistance consistent with their customary practice, including by providing customary comfort letters (including “negative assurance” comfort, if customary and appropriate) and, if required under applicable law, auditor’s consents, in connection with any capital markets transaction and to participate in a reasonable number of due diligence sessions and including by using commercially reasonable efforts to provide customary representation letters in connection with the foregoing;

• (vii) assisting in obtaining or updating corporate and facility credit ratings; and

• (viii) cooperating with internal and external counsel of Purchaser in connection with providing customary back-up certificates and factual information

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regarding any legal opinion that such counsel may be required to deliver in connection with such financings,

provided, however, that in all cases, neither Vendor nor the Acquired Companies shall be required to provide any such requested cooperation if such requested cooperation (A) unreasonably interferes with the ongoing business operations of the Vendor or the Acquired Companies or (B) could reasonably be expected to conflict with or violate any applicable Laws or result in a breach of, or default under, any Contract to which Vendor or an Acquired Company is a party.

The Purchaser shall indemnify, defend and hold harmless Vendor, the Acquired Companies and their respective Affiliates, and each of its and their respective representatives, including directors, officers, employees, agents, representatives and professional advisors, from and against any liability, obligation or Damages suffered or incurred by such Person in connection with any cooperation provided by them pursuant to this Section 5.8, except in the event such Damages arose out of or resulted from their Fraud or intentional misrepresentation. The Purchaser shall promptly, upon request, reimburse Vendor, the Acquired Companies and their respective Affiliates, and each of its and their respective representatives, including directors, officers, employees, agents, representatives and professional advisors, for all reasonable out-of-pocket costs and expenses incurred by each such Person in connection with any cooperation provided by them pursuant to this Section 5.8.

• (b) The Purchaser acknowledges and agrees that the offering, arrangement, syndication, marketing or consummation of such financings is not a condition precedent to the consummation of the transactions contemplated by this Agreement and it may not terminate this Agreement based upon a breach by the Vendor or the Acquired Companies of this Section 5.8.

5.9 Pre-Closing Reorganization.

Purchaser acknowledges and agrees that notwithstanding any provision of this Agreement to the contrary, Concentra may, on or prior to the Closing Date without the need to obtain Purchaser’s prior consent, implement the Pre-Closing Reorganization. Vendor and Concentra shall be deemed not to be in breach of any of the representations and warranties provided by them in Article 3 as a result of the implementation of the Pre-Closing Reorganization.

5.10 Credit Union Advisory Committee

As soon as reasonably practicable after the date hereof, Purchaser and Concentra shall work together in good faith to establish a committee (the “ Credit Union Advisory Committee ”). The Credit Union Advisory Committee shall be composed of nine (9) members, of which four (4) shall be appointed by Purchaser, two (2) shall be appointed by Vendor and three (3) shall be appointed by Concentra. The Credit Union Advisory Committee shall meet electronically from time to time not less frequently than on a monthly basis and may meet on an ad hoc basis at such other times as may be agreed by each of Purchaser, Vendor and Concentra. The objectives of the Credit Union Advisory Committee shall include optimizing credit union participation and engagement,

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maintaining an institutional linkage with the credit union system and integrating the views of key credit union individuals with the Purchaser and Concentra’s decision making and strategic planning efforts post-Closing.

5.11 Credit Union Deposit Guarantee Corporation.

[REDACTED – COVENANT CONCERNING CREDIT UNION DEPOSIT GUARANTEE CORPORATION].

5.12 Disposition of Certain Loans.

[REDACTED – COVENANT CONCERNING DISPOSITION BY CONCENTRA OF CERTAIN LOANS].

5.13 Data Centre Conversion.

During the Interim Period, Concentra shall use its commercially reasonable efforts to facilitate a successful data centre conversion in accordance with the timeline and processes established and maintained by Celero Solutions Inc. The costs incurred by Concentra prior to Closing in connection with the data centre conversion shall be recorded as an expense as incurred, subject to applicable accounting rules.

5.14 Member Direct Agreement.

[REDACTED – COVENANT CONCERNING TREATMENT OF SPECIFIC COMMERCIAL AGREEMENT].

5.15 Disposition of Certain Fund Investments in Portfolio.

During the Interim Period, the Vendor and Concentra will use their best efforts to facilitate, effective at, but contingent upon, the Closing (or effective at such earlier time if determined by Concentra and the Vendor), either (i) the Vendor’s assumption, purchase or acquisition of, or (ii) the disposition, sale or transfer to a Person other than the Vendor or an Acquired Company of the interests set out in Schedule 5.15 of the Vendor’s Disclosure Letter on and subject to the terms set out therein.

5.16 Certain Expenses for the Account of the Vendor.

• (a) Any retention bonus payments to employees of the Acquired Companies, including any payments under the undated retention bonus policy disclosed in the Data Room providing for retention bonus payments equal to [SPECIFIC PERCENTAGE REDACTED]% of the participant’s base salary for the period between February 7, 2022 and the Closing Date, shall be accrued by Concentra prior to the Closing Date.

• (b) Any discretionary bonus payments offered to employees of the Acquired Companies relating to the Transaction, including without limitation any discretionary bonus payments referenced in the “Disclosure Summary” prepared as

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of January 28, 2022 and disclosed in the Data Room, shall be accrued by Concentra prior to the Closing Date.

5.17 Ceasing Discussions.

The Vendor and Concentra shall immediately cease, and ensure that their respective representatives and representatives of the Acquired Companies immediately cease, and cause to be terminated any existing solicitations, discussions or negotiations with any Person other than the Purchaser by the Vendor or the Acquired Companies or any of their respective representatives with respect to any potential transaction involving the acquisition (whether direct or indirect, including by way of purchase, amalgamation, arrangement, share exchange, consolidation, reorganization, business combination, recapitalization, liquidation, dissolution, assumption reinsurance or any other similar transaction) of any securities in the Acquired Companies or any material assets of the Acquired Companies (each, an “ Acquisition Proposal ”), whether or not initiated by Concentra or the Vendor and, in connection therewith, Concentra and the Vendor will discontinue access to any data rooms (virtual or otherwise) except for the Data Room, which shall only be made available to the Purchaser. Concentra or the Vendor, as applicable, shall not release any third party from or waive any confidentiality or standstill agreement in respect of an Acquisition Proposal.

ARTICLE 6 CONDITIONS OF CLOSING

6.1 Efforts to Close.

Purchaser on the one hand, and Vendor on the other hand, shall use commercially reasonable efforts to pursue the completion of the Transaction, including to procure the satisfaction of the conditions set out in Sections 6.2 and 6.3 over which they have reasonable control, respectively.

6.2 Conditions for the Benefit of Purchaser.

The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the exclusive benefit of Purchaser and may be waived, in whole or in part, by Purchaser in its sole discretion:

(a) Truth of Representations and Warranties as to and Performance of Covenants of Vendor . Each of:

• (i) the representations and warranties of Vendor contained in Sections 3.1(a) (Incorporation and Status of Vendor), 3.1(b) (Validity of Agreement), 3.1(c) (Execution and Binding Obligation), 3.1(e) (Title to Purchased Shares), 3.1(f) (Taxable Canadian Property) and 3.1(h) (No Brokers) must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date;

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• (ii) the other representations and warranties of Vendor contained in Section 3.1 of this Agreement must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, except if any falseness or incorrectness of such representations and warranties, considered in the aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties). To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date; and

• (iii) the covenants contained in this Agreement to be performed by Vendor on or prior to the Closing Date shall have been performed in all material respects,

and Purchaser shall have received a certificate from Vendor confirming the foregoing, in the form attached hereto as Exhibit 6.2(a) (the “ Vendor’s Closing Certificate ”).

(b) Truth of Representations and Warranties of Concentra and Performance of Covenants of the Acquired Companies . Each of:

• (i) the representations and warranties of Concentra contained in Sections 3.2(a) (Incorporation and Qualification of Acquired Companies); 3.2(g) (Authorized and Issued Capital); 3.2(h) (Subsidiaries and Other Interests); 3.2(i) (Title to the Subsidiaries’ Interests); and 3.2(mm) (No Brokers) must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date;

• (ii) the other representations and warranties of Concentra contained in Section 3.2 of this Agreement must be true and correct in all respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, except if any falseness or incorrectness of such representations and warranties, considered in the aggregate, would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties; other than in the case of Section 3.2(z) (Financial Statements) to the extent of the materiality qualifiers contained in such representation and warranty, the definition of Material Contracts in Section 3.2(dd) (Contracts) or Section 3.2(bb) (Material Adverse Effect)). To the extent that a representation and warranty

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speaks only as of a specific date, it only needs to be so true and correct as of that date; and

• (iii) the covenants contained in this Agreement to be performed by the Acquired Companies on or prior to the Closing Date shall have been performed in all material respects,

and Purchaser shall have received a certificate from Concentra confirming the foregoing, in the form attached hereto as Exhibit 6.2(b) (“ Concentra’s Closing Certificate ”).

• (c) Deliveries to Purchaser. At or prior to Closing, Vendor shall deliver or cause to be delivered to Purchaser the following in form and substance satisfactory to Purchaser, acting reasonably:

• (i) certificates representing the Purchased Shares duly endorsed in blank for transfer by Vendor;

• (ii) certified copies of (i) the articles and by-laws, as applicable, of each Acquired Company, (ii) all required resolutions of the board of directors of Concentra approving the transfer of the Purchased Shares to Purchaser, and (iii) a list of the directors and officers of Concentra authorized to sign agreements together with their specimen signatures;

• (iii) certified copies of (i) the by-laws of the Vendor, (ii) all required resolutions of the board of directors of Vendor approving the entering into and completion of the Transaction, and (iii) a list of the directors and officers of the Vendor authorized to sign agreements together with their specimen signatures;

• (iv) a certificate of status, compliance, good standing or like certificate with respect to Vendor and the Acquired Companies issued by appropriate government officials of their respective jurisdictions of incorporation, if available in such jurisdiction;

• (v) the Vendor’s Closing Certificate and Concentra’s Closing Certificate;

• (vi) a non-competition and non-solicitation agreement, substantially in the form attached hereto as Exhibit 6.2(c)(vi), duly executed by the Vendor;

• (vii) an acknowledgement and waiver duly executed by the Vendor substantially in the form and substance agreed between the Parties, acting reasonably, waiving the requirement of Concentra to comply with [REDACTED – CONFIDENTIAL] and such other matters as agreed to by the Parties (the “ Credit Agreement Acknowledgement ”);

• (viii) a mutual release of Vendor and its Affiliates and Purchaser, the Acquired Companies and their respective Affiliates in the form attached hereto as Exhibit 6.2(c)(viii) (the “ Mutual Release ”), duly executed by Vendor; and

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• (ix) resignations and mutual releases of the nominees of the Vendor to the board of directors of Concentra (which as of the date of this Agreement are Lise de Moissac, Eric Dillon and Cary Ransome and one nominee seat that is not occupied) as directors of the Acquired Companies, in the form attached hereto as Exhibit 6.2(c)(ix), duly executed by such directors of the Acquired Companies and the Acquired Companies.

• (d) No Legal Action. No court order initiated by any Person (other than Purchaser or its Affiliates or any Person acting on behalf of or at the direction of Purchaser or its Affiliates) to enjoin, restrict or prohibit the Transaction that is final and nonappealable shall be outstanding.

• (e) Regulatory Approvals. The Competition Act Approval, the Trust and Loan Companies Act Approval, the Bank Act Approval and the approval listed on Schedule 3.1(d) of the Vendor’s Disclosure Letter are required for the consummation of the transaction shall have been obtained.

• (f) Consents . All consents, approvals and waivers marked with an asterisk in Schedule 3.2(f) of the Vendor’s Disclosure Letter, will have been made, given or obtained on terms acceptable to the Purchaser, acting reasonably.

• (g) No Material Adverse Effect. Between the date of this Agreement and the Measurement Time, there shall not have occurred a Material Adverse Effect.

• (h) Financial Ratios . On the Closing Date, (i) the CET 1 Ratio of Concentra, calculated as of the most recently completed month prior to the Closing Date for which the CET 1 Ratio of Concentra has been calculated and is available, shall not be less than [SPECIFIC PERCENTAGE REDACTED]%; (ii) the Liquidity Coverage Ratio of Concentra is not less than [SPECIFIC PERCENTAGE REDACTED]%; and (iii) the Net Cumulative Cash Flow of Concentra, on a consolidated basis, shall be a minimum of [SPECIFIC TIME FRAME REDACTED].

• (i) Treatment of Certain Funds in Investment Portfolio . On or before the Closing Date, Concentra shall have divested its limited partnership units of [NAME OF SPECIFIC INVESTMENTS REDACTED].

6.3 Conditions for the Benefit of Vendor.

The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled or performed prior to the Closing, which conditions are for the exclusive benefit of Vendor and may be waived, in whole or in part, by Vendor, in its sole discretion:

• (a) Truth of Representations and Warranties and Performance of Covenants. Each of:

• (i) the representations and warranties of Purchaser contained in Sections 4.1(a) (Formation and Qualification), 4.1(b) (Validity of Agreement), 4.1(c)

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(Execution and Binding Obligation) and 4.1(h) (No Brokers), must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date. To the extent that a representation and warranty speaks only as of a specific date, it only needs to be so true and correct as of that date;

• (ii) the other representations and warranties of Purchaser contained in Section 4.1 must be true and correct in all material respects as of the Closing Date with the same force and effect as if such representations and warranties were made on and as of such date, provided that if a representation and warranty is qualified by materiality, it must be true and correct in all respects after giving effect to such qualification; and

• (iii) the covenants contained in this Agreement to be performed by Purchaser on or prior to the Closing Date shall have been performed in all material respects,

and Vendor shall have received a certificate confirming the foregoing, signed by a senior officer or director of Purchaser, in the form attached hereto as Exhibit 6.3(a) (the “ Purchaser’s Closing Certificate ”).

• (b) Deliveries to Vendor. At or prior to Closing, Purchaser shall deliver or cause to be delivered to Vendor the following in form and substance satisfactory to Vendor, acting reasonably:

• (i) certified copies of all required resolutions of the board of directors of Purchaser approving the entering into and completion of the Transaction;

• (ii) a certificate of status, compliance, good standing or like certificate with respect to Purchaser issued by the appropriate government official of its jurisdiction of incorporation;

• (iii) the Purchaser’s Closing Certificate;

• (iv) the Credit Agreement Acknowledgement duly executed by the Purchaser and Concentra;

• (v) the Mutual Release, duly executed by Purchaser; and

• (vi) payment of the Estimated Purchase Price in the manner set forth in Section 2.5.

• (c) No Legal Action. No court order initiated by any Person (other than Vendor) to enjoin, restrict or prohibit the Transaction that is final and non-appealable shall be outstanding.

• (d) Regulatory Approvals. The Competition Act Approval, the Trust and Loan Companies Act Approval and the Bank Act Approval shall have been obtained.

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ARTICLE 7 TERMINATION

7.1 Grounds for Termination.

This Agreement may be terminated prior to the Closing:

• (a) by the mutual written consent of Vendor and Purchaser;

• (b) by written notice from Purchaser to Vendor as permitted in Section 7.2; and

• (c) by written notice from Vendor to Purchaser as permitted in Section 7.3.

7.2 Termination by Purchaser.

• (a) Purchaser may terminate this Agreement prior to the Closing by notice in writing to Vendor:

• (i) if any representation and warranty of Vendor or Concentra in this Agreement fails to be true and correct such that any of the conditions set forth in Sections 6.2(a)(i), 6.2(a)(ii), 6.2(b)(i), or 6.2(b)(ii) would not be satisfied or if Vendor breaches, or fails to perform, its covenants or obligations contained in this Agreement, in each case, such that the condition set forth in Section 6.2(a)(iii) would not be satisfied at the Closing (other than those conditions which by their nature are to be fulfilled by actions taken at Closing), and, in each case, such failure or breach either cannot be cured or continues uncured for 60 days (or until the Termination Date, if earlier) after the date on which Purchaser provides Vendor with written notice of such failure or breach, provided that if Vendor can reasonably expect to cure such failure or breach prior to the Termination Date (and Vendor confirms in writing to Purchaser that Vendor is continuing to exercise reasonable best efforts to cause such failure or breach to be cured), Purchaser may not terminate this Agreement on account of such failure or breach prior to the Termination Date (and then, Purchaser may only terminate this Agreement to the extent that such failure or breach is not cured on or before the Termination Date); or

• (ii) if any of the conditions set forth in Section 6.2 (other than those conditions which by their nature are to be satisfied by actions taken at the Closing and other than those covered in Section 7.2(a)(i)), have not been fulfilled or waived on or prior to the Termination Date,

in each case, provided, however, that Purchaser shall not be entitled to terminate this Agreement if the failure or impossibility of satisfaction of the condition was as a result of the breach by Purchaser of any of its obligations under this Agreement.

• (b) If Purchaser waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination, if any, in the event of non-fulfillment, non-observance

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or non-performance of any other condition, obligation or covenant in whole or in part.

7.3 Termination by Vendor.

• (a) Vendor may terminate this Agreement prior to the Closing by notice in writing to Purchaser:

• (i) if any representation and warranty of Purchaser in this Agreement fails to be true and correct such that any of the conditions set forth in Sections 6.3(a)(i) or 6.3(a)(ii) would not be satisfied or Purchaser breaches, or fails to perform its covenants and obligations contained in this Agreement such that the condition set forth in Section 6.3(a)(iii) would not be satisfied at the Closing (other than those conditions which by their nature are to be fulfilled by actions taken at Closing), and, in each case, such failure or breach either cannot be cured or continues uncured for 60 days (or until the Termination Date, if earlier) after the date on which Vendor provides Purchaser with written notice of such failure or breach, provided that if Purchaser can reasonably expect to cure such failure or breach prior to the Termination Date (and Purchaser confirms in writing to Vendor that Purchaser is continuing to exercise reasonable best efforts to cause such failure or breach to be cured) Vendor may not terminate this Agreement on account of such failure or breach prior to the Termination Date (and then, Vendor may only terminate this Agreement to the extent that such failure or breach is not cured on or before the Termination Date); or

• (ii) if any of the conditions set forth in Section 6.3 (other than those conditions which by their nature are to be satisfied by actions taken at the Closing and other than those covered in Section 7.3(a)(i)) has not been fulfilled or waived on or prior to the Termination Date,

in each case, provided, however, that Vendor shall not be entitled to terminate this Agreement if the failure or impossibility of satisfaction of the condition was as a result of the breach by Vendor of any of its obligations under this Agreement.

• (b) If Vendor waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of their rights of termination in the event of non-fulfillment, non-observance or nonperformance of any other condition, obligation or covenant in whole or in part.

7.4 Effect of Termination.

Upon termination of this Agreement, Purchaser, Vendor and Concentra shall be released from all of their respective obligations under this Agreement and there will be no liability on the part of any Party, save and except for their respective obligations under Sections 11.1 (Confidentiality), 11.2 (Transaction Personal Information), 11.6 (Press Releases), 11.8 (Expenses), and 11.17 (Governing Law) which will survive any termination of this Agreement and provided that no such termination shall relieve any Party from any Damages in

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respect of this Agreement arising out of its willful breach of any covenants or Fraud prior to the termination hereof (and the exercise of a right of termination will not constitute an election of remedies).

ARTICLE 8 CLOSING

8.1 Date, Time and Place of Closing.

The completion of the Transaction shall take place virtually on the Closing Date by exchange of executed documents by electronic mail, other electronic means or courier and payment by wire transfer of immediately available funds. ARTICLE 9 POST-CLOSING COVENANTS

9.1 Books and Records.

For a period of six years from Closing, Purchaser shall maintain and make available to Vendor the Books and Records (or, if practicable, the relevant parts thereof) for inspection and copying (at Vendor’s expense, provided that there shall be no mark-up of Purchaser’s actual cost). If it is not practicable to make available only the relevant parts of such Books and Records, Vendor shall furnish such undertaking as to confidentiality as Purchaser may reasonably require prior to receiving access to such Books and Records.

9.2 Further Assurances.

Each Party upon the request of the other, whether at or after the Closing, shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further conveyances, transfers and other assurances and actions as may be reasonably required to effectively transfer the Purchased Shares to Purchaser and carry out the intent of this Agreement.

9.3 Tax Matters.

• (a) Tax Filings . Purchaser, on the one hand, and Vendor, on the other hand, shall, for all Canadian and foreign Tax purposes, report the transactions hereunder in accordance with their form as set out herein, and none of them shall make any available Tax election inconsistent therewith. Purchaser shall be responsible for the preparation and filing of Tax Returns in respect of any Pre-Closing Tax Period which is not due until after the Closing Date, which Tax Returns, to the extent related to any matter for which Vendor may be liable under this Agreement, must be prepared and filed on a timely basis consistent with the Acquired Companies’ existing procedures for preparing Tax Returns and in a manner consistent with prior practice with respect to treatment of specific items on the Tax Returns, except to the extent different procedures or treatment is required (i) as a result of the PreClosing Reorganization, (ii) by applicable Law or (iii) to report the classification of Concentra and Concentra Trust as Canadian-controlled private corporations. Purchaser shall provide Vendor with a draft of such Tax Returns thirty (30) days in

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the case of an income Tax Return, and 10 days in the case of any other Tax Return, prior to the due date for filing such Tax Returns with the appropriate taxing authorities. Vendor shall have the right to review the drafts of such Tax Returns and Purchaser shall consider in good faith any comments provided by Vendor to the extent related to any matter for which Vendor may be liable under this Agreement. If the Purchaser and the Vendor disagree on whether any such comments should be implemented, the Third Party Auditors will be retained to resolve the disagreement at a cost to be determined in accordance with the principles in Section 2.6(d), mutatis mutandis. The Parties agree that Vendor shall have the right to cause the Acquired Companies to file elections pursuant to subsection 89(11) of the Tax Act in respect of their Tax periods that include the date of this Agreement or that would otherwise end as a resulting of the signing of this Agreement.

• (b) Cooperation . Purchaser and Vendor shall cooperate, to the extent reasonably requested by the other Party and at the requesting Party’s sole cost and expense, in connection with the review and filing of Tax Returns (including in respect of any Straddle Period), and any Action with respect to Taxes. 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 Tax Return filing and/or such Action with respect to Taxes and making employees available on a mutually convenient basis to provide additional information and explanation with respect to such records and information. Without limiting the generality of the foregoing, Purchaser shall or shall cause the Acquired Companies to provide within a reasonable time following a request (but in no case more than thirty (30) days from the date of such request) any information available to Purchaser or any Acquired Company that is requested by Vendor to permit Vendor or any beneficial owners of Vendor to perform any necessary Tax calculations/determinations and make any required Tax filings.

• (c) Tax Refunds . Any Tax refunds that are received (or, in the case of a Straddle Period, that would have been received if the Straddle Period ended on the end of the Closing Date) by Purchaser or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies, in which case, limited to Vendor’s Pro Rata Share of such Tax refunds), and any amounts credited against any Tax to which Purchaser or any of its Affiliates (including, following the Closing, for the avoidance of doubt, the Acquired Companies, in which case, limited to Vendor’s Pro Rata Share of such credits against any Tax) become entitled, that relate to any Pre-Closing Tax Period shall be for the account of Vendor, and Purchaser shall pay over to Vendor, as additional purchase price for the Purchased Shares, any such refund or the amount of any such credit (or, if applicable, Vendor’s Pro Rata Share thereof) within fifteen (15) days after receipt or entitlement thereto. At Vendor’s written request, Purchaser shall timely and properly prepare, or cause to be prepared, and file, or cause to be filed, any claim for refund, amended Tax Return, or other Tax Return required to obtain any available Tax refunds from any Pre-Closing Tax Period and carryback any net

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operating loss or similar tax attributes from Pre-Closing Tax Periods to previous tax periods.

• (d) Transfer Taxes. All Transfer Taxes shall be the sole responsibility of and be timely paid by Purchaser. If required by applicable Law, Purchaser shall pay any such Transfer Tax to Vendor for purpose of remittance to the appropriate Governmental Entity. Vendor and Purchaser shall cooperate in the timely making and filing of all Tax Returns as may be required in connection with any Transfer Tax.

• (e) Tax Returns. Except as required by applicable Laws, Purchaser shall not, without the prior written consent of the Vendor, cause or permit the Acquired Companies to (i) make or change any Tax election relating to any Pre-Closing Tax Period or Straddle Period, or (ii) amend any Tax Return, initiate any voluntary disclosure with respect to Taxes, or agree to extend or waive the statute of limitations, in each case with respect to any Pre-Closing Tax Period or Straddle Period of the Acquired Companies, that in each case would result in any increased Tax liability for which Vendor would be liable under this Agreement. [REDACTED – COVENANT CONCERNING FILING OF CERTAIN TAX RETURNS].

• (f) Tax Contests. Purchaser shall promptly notify the Vendor in writing upon the Purchaser or any Affiliate of the Purchaser becoming aware of any Action in respect of Taxes for which the Vendors may be required to make a payment pursuant to this Agreement (a “ Tax Contest ”). Vendor shall have carriage of any Tax Contest for any such Taxes. With respect to any Tax Contest for which Vendor has carriage, (i) Vendors shall keep Purchaser reasonably informed regarding the status of such Tax Contest and Purchaser shall be provided copies of any material correspondence relating to such Tax Contest; (ii) Vendor shall consult in good faith with Purchaser regarding the defense of such Tax Contest, and Vendor will provide Purchaser a reasonable opportunity to comment on any representations or submissions proposed to be made to a Governmental Entity in respect of such Tax Contest and to attend any meeting with any such Governmental Entity with respect to such matters; and (iii) Vendor shall not resolve or abandon such Tax Contest without the prior written consent of Purchaser, such consent not to be unreasonably withheld. To the extent of any inconsistency between this Section 9.3(f) and Sections 10.6 and 10.7 this Section 9.3(f) shall control.

• (g) Tax Election. If it is determined that an Acquired Company has made an “excessive eligible dividend designation” (as defined in subsection 89(1) of the Tax Act) in respect of the Pre-Closing Reorganization, the Vendor and each Acquired Company hereby (i) concurs (or, where applicable, covenants to use commercially reasonable efforts to cause the recipients of the relevant dividend to concur) to the making of an election under subsection 185.1(2) of the Tax Act to treat the excessive eligible dividend amount as a separate taxable dividend other than an eligible dividend, and (ii) agrees to execute such documents and to do all such other acts and things as may be necessary or desirable to give effect to the forgoing, and Purchaser shall cause such Acquired Company to make such election in the manner and within the time prescribed for doing so under the Tax Act.

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9.4 Concentra Trust

For a period of [SPECIFIC TIME FRAME REDACTED] from and after the Closing Date, Purchaser will use its commercially reasonable efforts to cause Concentra to continue to operate the business of Concentra Trust in the Ordinary Course, including by continuing to offer trust services to credit unions and other entities operated on a cooperative basis during such period that are substantially consistent with the trust services offered to credit unions and other entities operated on a cooperative basis prior to Closing, provided that (i) pricing for such trust services during such period shall be determined at the discretion of Concentra and Concentra Trust; and (ii) nothing shall restrict Purchaser from expanding the business of Concentra Trust, merging it with Equitable Trust, or carrying out any internal reorganizations provided that the business of Concentra Trust continues to operate in the Ordinary Course following such action. The Purchaser shall be relieved of its obligations under this Section 9.4 if, at any time during the period specified in the preceding sentence, the continued operation of the business of Concentra Trust pursuant to this Section 9.4 would result in a significant and adverse impact on the business of the Purchaser, taken as a whole.

9.5 Tail Insurance.

For a period of six years from and after the Closing Date, Purchaser shall, at its cost, cause to be maintained (either directly or via run off insurance or insurance provided by an alternate provider in a form acceptable to Vendor) the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Acquired Companies with respect to claims arising from facts or events that occurred on or before the Closing Date. ARTICLE 10 INDEMNIFICATION

10.1 Survival and Limitation of Representations and Warranties.

The representations and warranties contained in this Agreement, Purchaser’s Closing Certificate, Vendor’s Closing Certificate and Concentra’s Closing Certificate shall terminate at, and not survive, the Closing. The covenants and agreements of Vendor, Concentra and Purchaser contained in this Agreement that are required to be performed (a) at or prior to the Closing shall terminate at, and not survive, the Closing and (b) after the Closing shall continue in full force and effect in accordance with their respective terms. It is understood and agreed that none of Purchaser, the Acquired Companies, any of their respective Affiliates, or any of their respective representatives shall have any recourse or remedy against Vendor, its respective Affiliates, or any of their respective representatives, and that none of Vendor, its respective Affiliates or any of their respective representatives shall have any liability, following the Closing for: (i) any breach of or inaccuracy in, or any detrimental reliance on, any representation or warranty herein or in any certificate (including in Vendor’s Closing Certificate and/or Concentra’s Closing Certificate), agreement or instrument delivered pursuant to this Agreement, (ii) any breach or nonfulfillment of, or any detrimental reliance on, any covenant, agreement or obligation herein or in any certificate (including in Vendor’s Closing Certificate and/or Concentra’s Closing Certificate), agreement or instrument delivered pursuant to this Agreement that by its terms is to be performed at or prior to the Closing, or (iii) any other matter relating to the Acquired Companies, the subject

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matter of this Agreement or any other agreement or instrument entered into by any of the Parties pursuant to this Agreement, or the transactions contemplated hereby or thereby, and Purchaser and Concentra (on its own behalf and on behalf of the other Acquired Companies) hereby expressly and irrevocably waive all claims, rights and remedies (whether arising under contract, at law (including under statute) or otherwise) in respect of all of the foregoing matters. Purchaser hereby agrees to indemnify and hold harmless each of Vendor, its respective Affiliates, or any of their respective representatives from and against, and in respect of, any and all losses, liabilities, damages, obligations, costs or expenses (including reasonable legal fees) incurred by or on behalf of Vendor, any Affiliate of Vendor, or any of their respective representatives as a result of any such claim brought or maintained by Purchaser, the Acquired Companies, any of their respective Affiliates, or any of their respective representatives against Vendor, any Affiliate of Vendor, or any of their respective representatives in contravention of this Section 10.1. Notwithstanding anything to the contrary contained in this Section 10.1, nothing in this Section 10.1 shall in any way limit Purchaser’s rights against Vendor pursuant to Section 10.2(b) or in the case of Fraud or intentional misrepresentation by Vendor with respect to any representation or warranty expressly set forth herein.

10.2 Indemnification in favour of Purchaser by Vendor.

Subject to the limitations set out in Sections 10.4 and 10.5, from and after Closing, Vendor shall indemnify and save Purchaser harmless of and from any Damages suffered by, imposed upon or asserted against Purchaser as a result of, in respect of, connected with, or arising out of, under, or pursuant to:

• (a) any failure of Vendor to perform or fulfil any of its covenants under this Agreement that are required to be performed or fulfilled after the Closing;

• (b) any breach or inaccuracy of any representation or warranty given by (i) Vendor contained in this Agreement involving Vendor’s Fraud or intentional misrepresentation and (ii) Concentra contained in this Agreement involving Vendor’s Fraud or intentional misrepresentation; and

• (c) any obligations (other than Taxes) of the Vendor or the Acquired Companies relating to or in respect of the Pre-Closing Reorganization, and Taxes of an Acquired Company arising directly as a result of the Pre-Closing Reorganization. Notwithstanding anything in this Agreement or any other agreement to the contrary, Purchaser shall not have any right to indemnification under this Agreement with respect to Taxes of an Acquired Company arising directly as a result of the PreClosing Reorganization to the extent such Taxes: (a) result from transactions or actions taken by Purchaser or any of its Affiliates (including, after the Closing, the Acquired Companies) after the Closing (for example, a dividend paid by an Acquired Company after Closing), or (b) result from any loss of tax attributes as a result of the Pre-Closing Reorganization.

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10.3 Indemnification in favour of Vendor by Purchaser.

Subject to the limitations set out in Section 10.4, from and after Closing, Purchaser shall indemnify and save Vendor harmless of and from any Damages suffered by, imposed upon or asserted against Vendor as a result of, in respect of, connected with, or arising out of, under or pursuant to:

• (a) any failure of Purchaser to perform or fulfil any of its covenants under this Agreement that are required to be performed or fulfilled after the Closing; and

• (b) any breach or inaccuracy of any representation or warranty given by Purchaser contained in this Agreement.

10.4 Limitations.

• (a) Subject to Section 10.1, the obligations of indemnification set out in Sections 10.2 and 10.3 shall survive the Closing until the expiry of the limitation period under applicable Law.

• (b) Following Closing, neither Purchaser nor Vendor shall have any obligation or liability for indemnification or otherwise with respect to any breach or inaccuracy of, or detrimental reliance on, any representation or warranty in this Agreement, Purchaser’s Closing Certificate, Vendor’s Closing Certificate or Concentra’s Closing Certificate, or any failure to perform or fulfil any covenants or obligations, if the Party making the claim waived such breach.

• (c) The Vendor has no liability for, or obligation with respect to, any indirect, special, consequential, punitive, aggravated or incidental Damages unless (i) such Damages have been awarded to a third Person in a Third Party Claim by a court of competent jurisdiction; and (ii) in the case of any indirect, special, consequential or incidental Damages, or any loss of profits or loss of business reputation or opportunity, such Damages or losses have been determined by a court of competent jurisdiction to be reasonably foreseeable consequence of the related breach.

• (d) For greater certainty, Concentra has no obligation hereunder to indemnify any other Party for any matter contemplated by this Agreement or Concentra’s Closing Certificate.

10.5 Limitation on Damages.

The aggregate liability of Vendor for indemnification pursuant to this Agreement shall be limited as follows:

• (a) Purchaser shall take commercially efforts to mitigate its Damages upon and after becoming aware of any event which would reasonably be expected to give rise to any Damages, including if a claim may be reduced by any recovery under or pursuant to any insurance coverage;

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• (b) the maximum liability of Vendor for Damages based on claims pursuant to Sections 10.2(a), 10.2(b) and 10.2(c) shall be limited to the Purchase Price; and

• (c) for all purposes of this Article 10, “ Damages ” shall be net of (i) any insurance or other recoveries that are recoverable by the Indemnified Party or any of its Affiliates in connection with the facts giving rise to the right of indemnification; and (ii) any Tax benefit available to the Indemnified Party or any of its Affiliates arising in connection with the accrual, incurrence or payment of any such Damages (including the net present value of any Tax benefit arising in subsequent taxable years).

10.6 Notification.

Promptly upon obtaining knowledge thereof, either Vendor or Purchaser, being the Party seeking indemnification pursuant to this Agreement (the “ Indemnified Party ”) shall notify the other Party in writing (the “ Indemnifying Party ”) of any cause which the Indemnified Party has determined has given rise to indemnification under this Article 10, provided that no failure to provide such notice promptly, unless the notification occurs after the expiration of the specified period set out in Section 10.1, shall limit the rights of the Indemnified Party or Indemnified Parties to indemnification hereunder in respect of any such facts, circumstances or cause, except to the extent that the Indemnifying Party has actually been prejudiced thereby. No claim may be asserted nor may any Action be commenced against an Indemnifying Party for breach of any covenant contained herein, unless such written notice of such claim or Action is received by the Indemnifying Party (i) describing in reasonable detail the facts and circumstances with respect to the subject matter of such claim or Action, (ii) including copies of all material written evidence thereof and (iii) indicating the estimated amount, if reasonably practicable, of the Damages that have been or may be sustained by the Indemnified Party, on or prior to the date on which the representation, warranty or covenant on which such claim or Action is based ceases to survive as set forth in this Agreement, irrespective of whether the subject matter of such claim or Action shall have occurred before or after such date. Following notification of any such claim, the Indemnified Party shall make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party reasonably requested by the Indemnifying Party to investigate the matter or circumstance alleged to give rise to the claim, and whether and to what extent any Damages are payable in respect of the claim, and the Indemnified Party shall assist the Indemnifying Party’s investigation.

10.7 Defense of Third Party Claim.

• (a) If any legal proceeding shall be instituted or any claim or demand shall be asserted by a third party against the Indemnified Party (each a “ Third Party Claim ”), then the Indemnifying Party shall have the right, after receipt of the Indemnified Party’s notice under Section 10.6 and upon giving notice to the Indemnified Party within 30 Business Days of such receipt, to defend the Third Party Claim at its own cost and expense with counsel of its own selection, provided that:

• (i) the Indemnified Party shall at all times have the right to fully participate in the defense at its own expense; and

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• (ii) the Indemnified Party shall have the right to control and defend any Action for injunctive or other relief against the Indemnified Party.

• (b) If the Indemnifying Party fails within 30 Business Days from receipt of the notice of a Third Party Claim to give notice of its intention to defend the Third Party Claim in accordance with this Section 10.7, then the Indemnifying Party shall be deemed to have waived its right to defend the Third Party Claim and the Indemnified Party shall have the right (but not the obligation) to undertake or to cause the Indemnifying Party to undertake the defence of the Third Party Claim and compromise and settle the Third Party Claim on behalf, for the account and at the risk and expense of the Indemnifying Party, provided that such Third Party Claim may not be settled or compromised by the Indemnified Party without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld.

• (c) If an unconditional offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such offer within 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such offer and also fails to assume defence of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in the offer to settle such Third Party Claim.

• (d) Where the defence of a Third Party Claim is being undertaken and controlled by the Indemnifying Party, the Indemnified Party will use its reasonable efforts to make available to the Indemnifying Party those employees whose assistance, testimony or presence is necessary to assist the Indemnifying Party in evaluating and defending any such claims.

• (e) With respect to any Third Party Claim, the Indemnified Party shall make available to the Indemnifying Party or its representatives on a timely basis all documents, records and other materials in the possession of the Indemnified Party, reasonably required by the Indemnifying Party for its use in defending any such claim and shall otherwise cooperate on a timely basis with the Indemnifying Party in the defence of such claim.

10.8 Payments.

• (a) Any amount due to an Indemnified Party from an Indemnifying Party pursuant to this Article 10 shall be paid by the Indemnifying Party to the Indemnified Party not

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later than five Business Days following the final determination of an indemnification claim by way of wire transfer of immediately available funds to an account designated by the Indemnified Party.

• (b) Any amounts payable by or to Vendor under this Article 10 shall be deemed to be adjustments to the Purchase Price.

10.9 Remedies.

Subject to Section 10.4(b) and Section 11.4, Vendor and Purchaser agree that (a) following the Closing, the indemnification provisions of Article 10 shall be the sole and exclusive remedies of such Parties, and (b) notwithstanding anything herein to the contrary, no breach of any representation, warranty, covenant or agreement contained herein shall give rise to any right on the part of Vendor or Purchaser, after the Closing, to rescind this Agreement or the Transaction.

10.10 No Recourse.

Purchaser acknowledges and agrees that no former, current or future equity holder, member, partner, manager, director, officer, employee or other representative of Vendor shall have any liability or obligation (whether in contract, tort, equity or otherwise) (i) in connection with the Transaction or (ii) for any of the representations, warranties, covenants, agreements or other obligations or liabilities of Vendor in this Agreement. Without limiting the generality of the foregoing, Purchaser acknowledges that Purchaser shall not, and shall cause the Acquired Companies not to, commence, bring or maintain any Action against any such Person in connection with the Transaction, whether by virtue of or based upon any alleged misrepresentation or inaccuracy in, detrimental reliance on, or breach of any of the representations or warranties set forth in this Agreement, any other representation or warranty of Vendor or Concentra, or otherwise.

ARTICLE 11 MISCELLANEOUS

11.1 Confidentiality.

The terms of the Confidentiality Agreement dated August 20, 2021 (the “ Confidentiality Agreement ”) between Vendor and Purchaser are hereby incorporated herein by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement and the obligations of Purchaser under the Confidentiality Agreement shall terminate. From and after the Closing Date, the Parties will hold, and will cause their respective Affiliates and representatives to hold, in strict confidence this Agreement and the terms of this Agreement; provided, however, that nothing in this sentence shall limit the disclosure by any Party of any information (a) to the extent required by Law or judicial process, (b) in any Action brought by a Party in pursuit of its rights or in the exercise of its remedies under this Agreement or the other agreements entered into in connection herewith, (c) to the extent that such documents or information can be shown to have come within the public domain through no action or omission of such Party or its Affiliates or representatives in violation of this Section 11.1 and (d) to its Affiliates and to its and its Affiliates’ respective directors, officers, employees, partners, managers, investors, potential investors, agents and representatives (but the Party shall be liable for any

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breach by its Affiliates or by its and its Affiliates’ respective directors, officers, employees, partners, managers, investors, potential investors, agents and representatives).

11.2 Transaction Personal Information.

• (a) Purchaser shall collect and use Transaction Personal Information prior to Closing only as necessary for purposes related to the Transaction and for the completion of such Transaction. Purchaser shall not disclose Transaction Personal Information to any Person other than to its representatives who are evaluating and advising on the Transaction. Purchaser shall not, following the Closing, without the consent of the individuals to whom such Transaction Personal Information relates or as permitted or required by applicable Law, use or disclose Transaction Personal Information for purposes other than those for which such Transaction Personal Information was collected by the Acquired Companies prior to the Closing, and shall give effect to any withdrawal of consent made in accordance with applicable privacy and data security Law.

• (b) Purchaser shall protect and safeguard the Transaction Personal Information against Data Breaches, as provided by applicable privacy and data security Law. Purchaser shall cause its representatives and Affiliates to observe the terms of this Section 11.2 and to protect and safeguard the Transaction Personal Information in their possession, custody or control. If Vendor or Purchaser terminates this Agreement as provided herein, Purchaser shall, at Vendor’s election, promptly destroy or deliver to the Acquired Companies all Transaction Personal Information in its possession or in the possession of any of its representatives and Affiliates, including all copies, reproductions, summaries or extracts thereof. In the event of destruction, Purchaser shall deliver to the Acquired Companies a certificate within five days of the termination of this Agreement confirming the destruction of all Transaction Personal Information in its possession or in the possession of any of its representatives and Affiliates, including all copies, reproductions, summaries or extracts thereof.

• (c) Purchaser will ensure that access to Transaction Personal Information will be restricted to those employees, representatives or advisors of Purchaser who have a bona fide need to access such information in order to complete the Transaction.

11.3 Notices.

Any notice, direction or other communication given under this Agreement shall be in writing and given by delivering it or sending it by electronic mail or other similar form of recorded communication addressed:

a) if to Purchaser, at:

Equitable Bank 30 St. Clair Ave. West, Suite 700 Toronto, Ontario

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M4V 3A1 Attention: Andrew Moor E-mail: [REDACTED – CONFIDENTIAL] with a copy to:

Bennett Jones LLP 3400 One First Canadian Place, P.O. Box 130 Toronto, Ontario M5X 1A4 Attention: Suzana Lobo E-mail: LoboS@bennettjones.com

b) if to Vendor at: Credit Union Central of Saskatchewan 2055 Albert Street Regina, Saskatchewan S4P 3G8

Attention: Shawn Good E-mail: [REDACTED – CONFIDENTIAL] with a copy to:

Torys LLP 79 Wellington Street West, Suite 3300 Toronto, Ontario M5K 1N2 Attention: David A. Seville E-mail: dseville@torys.com

c) if to Concentra:

Concentra Bank 333 3[rd] Avenue North Saskatoon, Saskatchewan S7K 2M2 Attention: Don Coulter E-mail: [REDACTED – CONFIDENTIAL]

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with a copy to:

Borden Ladner Gervais LLP 22 Adelaide Street West, Suite 3400 Toronto, Ontario M5H 4E3 Attention: Gus Karantzoulis E-mail: gkarantzoulis@blg.com

Any such communication shall be deemed to have been validly and effectively given (i) if personally delivered, on the date of such delivery if such date is a Business Day and such delivery was made prior to 4:00 p.m. (Eastern time) and otherwise on the next Business Day, or (ii) if transmitted by electronic mail, on the date of such transmission if such date is a Business Day and such transmission was made prior to 4:00 p.m. (Eastern time) and otherwise on the next Business Day. Any Party may change its address for service from time to time by notice given in accordance with the foregoing and any subsequent notice shall be sent to such Party at its changed address.

11.4 Specific Performance.

Notwithstanding anything in this Agreement to the contrary, each Party agrees that the other would suffer irreparable damage in the event that any of the provisions of this Agreement are not performed by such Party in accordance with the terms hereof or are otherwise breached by it, and that monetary damages, even if available, may not be an adequate remedy. Accordingly, the Parties acknowledge and hereby agree that in the event of any breach or threatened breach by the Vendor or the Purchaser, of any of their respective covenants or obligations set forth in this Agreement, the Vendor, on the one hand, or the Purchaser, on the other hand, shall be entitled to seek an injunction or injunctions or a declaration or declarations in any court of competent jurisdiction to compel specific performance by the other Party for its obligations under this Agreement and to prevent or restrain breaches or threatened breaches of this Agreement by the other (as applicable), and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, in addition to any other remedy available to the Parties at law or equity. If any Party brings an Action to enforce specifically the performance of the terms and provisions hereof by any other Party, the Termination Date shall automatically be extended through the pendency of such Action so long as the Party bringing such Action is actively seeking a court order for an injunction or injunctions to specifically enforce the terms and provisions of this Agreement. No Party shall be required to prove actual harm or provide or post any bond or other security in connection with any such injunction, specific performance or other equitable relief, including on the basis that the other Party has an adequate remedy at Law or that any injunction or injunctions, award of specific performance or other equitable remedy is not an appropriate remedy for any reason at Law or in equity.

11.5 Time of the Essence.

Time shall be of the essence of this Agreement.

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11.6 Press Releases.

None of the Parties and their respective representatives will issue any press releases concerning the matters set forth in this Agreement or the Transaction without the prior consent of Vendor, in the case of disclosure by Purchaser, or Purchaser and Vendor, except if required for legal, securities Laws or other regulatory reasons.

11.7 Third Party Beneficiaries.

Except as otherwise set forth herein, the Parties intend that this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any Person other than the Parties to this Agreement and no Person, other than the Parties to this Agreement shall be entitled to rely on the provisions of this Agreement in any Action.

11.8 Expenses.

• (a) Except as otherwise set forth herein, Vendor shall pay for its own fees and expenses incident to the negotiation, preparation and execution of this Agreement and the agreements contemplated by this Agreement, including legal and accounting fees and expenses in connection with the Transaction.

• (b) Except as otherwise set forth herein, Purchaser shall pay for its own fees and expenses incident to the negotiation, preparation and execution of this Agreement and the agreements contemplated by this Agreement, including legal and accounting fees and expenses.

11.9 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by Purchaser and Vendor, such consent not to be unreasonably withheld.

11.10 Waiver.

No waiver of any of the provisions of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver be binding unless executed in writing by Vendor or by Purchaser, as the case may be. No failure on the part of any Party to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver of such right; nor shall any single or partial exercise of any such right preclude any other or further exercise of such right or the exercise of any other right.

11.11 Non-Merger.

The covenants contained in this Agreement that are required to be performed after the Closing shall not merge on and shall survive the Closing and, notwithstanding such Closing, continue in full force and effect in accordance with their respective terms.

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11.12 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the Transaction and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement except as specifically set forth herein and no Party has relied or is relying on any other information, discussion or understanding in entering into and completing the Transaction.

11.13 Successors and Assigns.

This Agreement shall become effective when executed and delivered by the Parties and after that time shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

11.14 Assignment.

Neither this Agreement nor any of the rights or obligations under this Agreement shall be assignable or transferable by any Party without the prior written consent of each other Party.

11.15 Inconsistency.

This Agreement shall override the Exhibits and Schedules annexed hereto to the extent of any inconsistency.

11.16 Severability.

If any provision of this Agreement shall be determined by an arbitrator or any court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be severed from this Agreement and the remaining provisions shall continue in full force and effect. Upon such determination that any provision is illegal, invalid or unenforceable, Vendor and Purchaser shall negotiate in good faith to modify this Agreement so as to effect the original intent of such Parties as closely as possible in a mutually acceptable manner in order that the Transaction be consummated as originally contemplated to the greatest extent possible.

11.17 Governing Law.

This Agreement shall be governed by and interpreted and enforced in accordance with the Laws of the province of Ontario and the federal Laws of Canada applicable therein. Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

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11.18 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronically (PDF)) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF , the Parties have executed this Agreement on the date first above mentioned.

CREDIT UNION CENTRAL OF SASKATCHEWAN

Per: (signed) "Shawn Good" Name: Shawn Good Title: Chief Executive Officer

Per: (signed) "Stephen Fitzpatrick" Name: Stephen Fitzpatrick

Title: Chief Financial Officer & Chief Risk Officer

CONCENTRA BANK

Per: (signed) "Tim Smart"

Name: Tim Smart Title: Director

Per: (signed) "David Losier"

Name: David Losier Title: Director

EQUITABLE BANK

Per: (signed) "Andrew Moor"

Name: Andrew Moor Title: President and Chief Executive Officer

Per: (signed) "Chadwick Westlake" Name: Chadwick Westlake Title: Chief Financial Officer

Exhibit 1.1(eeeee) Sample Shareholders Equity Statement

[REDACTED – CONFIDENTIAL].

Exhibit 6.2(a) Form of Vendor’s Closing Certificate

CERTIFICATE OF AN OFFICER OF CREDIT UNION CENTRAL OF SASKATCHEWAN

(the “Vendor”)

TO: Equitable Bank (the “Purchaser”) DATE: {{ClosingDate}}

This certificate is delivered pursuant to Section 6.2(a) of the share purchase agreement, dated February 7, 2022 by and among the Vendor, Concentra Bank and the Purchaser (the “ Agreement ”). Unless otherwise stated, capitalized terms used in this certificate have the meanings given to them in the Agreement.

I,  , in my capacity as  of the Vendor, hereby certify, for and on behalf of the Vendor and without personal liability, as follows:

• (a) the representations and warranties of the Vendor contained in Sections 3.1(a) (Incorporation and Status of Vendor), 3.1(b) (Validity of Agreement), 3.1(c) (Execution and Binding Obligation), 3.1(e) (Title to Purchased Shares), 3.1(f) (Taxable Canadian Property) and 3.1(h) (No Brokers) of the Agreement are true and correct in all material respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, other than those representations and warranties that speak only as of a specific date, which are so true and correct as of that date;

• (b) the other representations and warranties of the Vendor contained in Section 3.1 of the Agreement are true and correct in all respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, except for any falseness or incorrectness of such representations and warranties, considered in the aggregate, that would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties), other than those representations and warranties that speak only as of a specific date, which are so true and correct as of that date; and

• (c) the covenants contained in the Agreement to be performed by the Vendor on or prior to the date hereof have been performed in all material respects.

(signature page follows)

Dated as of the first date written above.

 , in [his/her] capacity as an officer of Credit Union Central of Saskatchewan

Exhibit 6.2(b) Form of Concentra’s Closing Certificate

CERTIFICATE OF AN OFFICER OF CONCENTRA BANK (“Concentra”)

TO: Equitable Bank (the “Purchaser”) DATE: {{ClosingDate}}

This certificate is delivered pursuant to Section 6.2(b) of the share purchase agreement, dated February 7, 2022 by and among Concentra, Credit Union Central of Saskatchewan and the Purchaser (the “ Agreement ”). Unless otherwise stated, capitalized terms used in this certificate have the meanings given to them in the Agreement.

I,  , in my capacity as  of Concentra, hereby certify, for and on behalf of Concentra and without personal liability, as follows:

• (d) the representations and warranties of Concentra contained in Sections 3.2(a) (Incorporation and Qualification of Acquired Companies), 3.2(g) (Authorized and Issued Capital), 3.2(h) (Subsidiaries and Other Interests), 3.2(i) (Title to the Subsidiaries’ Interests) and 3.2(mm) (No Brokers) of the Agreement are true and correct in all material respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, other than those representations and warranties that speak only as of a specific date, which are so true and correct as of that date;

• (e) the other representations and warranties of Concentra contained in Section 3.2 of the Agreement are true and correct in all respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, except for any falseness or incorrectness of such representations and warranties, considered in the aggregate, that would not have a Material Adverse Effect (without giving effect to any qualifications as to materiality by reference to “material”, “Material Adverse Effect”, “in all material respects” or similar qualifications contained in such representations and warranties; other than (i) in the case of Section 3.2(z) (Financial Statements) to the extent of the materiality qualifiers contained in such representation and warranty, the definition of Material Contracts in Section 3.2(dd) (Contracts) or Section 3.2(bb) (Material Adverse Effect) and (ii) those representations and warranties that speak only as of a specific date, which are so true and correct as of that date; and

• (f) the covenants contained in the Agreement to be performed by Concentra on or prior to the date hereof have been performed in all material respects.

(signature page follows)

Dated as of the first date written above.

 , in [his/her] capacity as an officer of Concentra Bank

Exhibit 6.2(c)(viii) Form of Mutual Release

MUTUAL RELEASE

AMONG: Credit Union Central of Saskatchewan (the “ Vendor ”), Equitable Bank (the “ Purchaser ”) and Concentra Bank, Concentra Trust and 101055565 Saskatchewan Ltd. (collectively, the “ Acquired Companies ”)

(Each a “ Party ” and, collectively, the “ Parties ”).

DATE : {{ClosingDate}}

Reference is made to the share purchase agreement dated February 7, 2022 (the “ Share Purchase Agreement ”), among the Vendor, Purchaser, and Concentra Bank, in respect of the purchase by the Purchaser, and the sale by the Vendor, of the Purchased Shares. Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Share Purchase Agreement.

The Parties are providing this release (this “ Mutual Release ”) effective as of the Closing Date pursuant to the terms of the Share Purchase Agreement.

In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereby irrevocably and unconditionally agree as follows:

1. The Acquired Companies and the Purchaser, on the one hand, and the Vendor, on the other hand (each, in such capacity, and together with any of their respective successors and permitted assigns, the “ Releasor ”) hereby irrevocably and unconditionally remise, release and forever discharge, (i) one another and their respective present, former and future Affiliates, as applicable, and (ii) each of the foregoing’s respective present, former and future officers, directors, shareholders, agents and employees and their respective heirs, administrators personal and legal representatives, successors and permitted assigns (collectively, the “ Releasees ”) of and from all actions, causes of action, suits, judgments, debts, duties, demands, accounts, bonds, covenants (whether express or implied), contracts, proceedings and claims, including, without limitation, claims for injuries, losses, damages, liabilities, interest, costs, indemnity, fines, penalties, legal and professional fees and assessments or amounts of any kind whatsoever (including any loss or damage not yet ascertained), in law, in equity and under statute, whether known or unknown (collectively, “ Claims ”) in each case that each Releasor ever had, now has or can, shall or may hereafter have or assert against any Releasee, for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to and including the date hereof in relation to or in connection with the Vendor having been a direct or indirect shareholder of the Acquired Companies (collectively, the “ Released Claims ”); provided however that this Mutual Release shall not affect nor release (i) any Claims that a Releasor may have against

any Releasee or any obligations owed by any Releasee to a Releasor arising out of the Share Purchase Agreement (including the indemnification obligations set out therein) or any other agreement, certificate or instrument executed and delivered pursuant to the Share Purchase Agreement; (ii) any Claim that a Releasor may have against any Releasee or any obligations owed by any Releasee to a Releasor arising out of any contract or other agreement, certificate or instrument executed and delivered pursuant to the contract; and (iii) any Claims that a Releasor may have against any Releasee or any obligations owed by any Releasee to a Releasor arising out of or involving fraud, bad faith and intentional or wilful misconduct (collectively, the " Excluded Claims ").

1. Each Releasor further represents and warrants, and covenants and agrees, that it has not and will not (a) directly or indirectly join, encourage, instigate, assist, aid or act in concert in any manner whatsoever with any other Person in the making of any Claim or in the bringing of any proceeding or action in any manner whatsoever against the Releasees or any of them with respect to the Released Claims, (b) make or continue any Claim or initiate or continue any Claim against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief over against the Releasees or any of them arising out of or in relation to the Released Claims, and (c) assign to any other Person any of the Released Claims; provided that this section shall not prejudice any rights that a Releasor may have in respect of any Excluded Claims.

2. Each Releasor confirms that this Mutual Release and any consideration given to a Releasor by any Releasee, shall not in any way be construed as an admission of liability, responsibility or any unlawful or wrongful acts whatsoever by any Releasee and that any such liability, responsibility, unlawful or wrongful act is expressly denied.

3. Each Releasor acknowledges that it has been given sufficient time to consider its actions and to seek such independent legal or other advice as it deems appropriate and that it understands the terms of this Mutual Release. Each Releasor further acknowledges that, other than the consideration promised, no representation of fact or opinion, threat or inducement has been made or given by the other to induce it to sign this Mutual Release and that there is no condition, express or implied or collateral agreement with respect to this Mutual Release.

4. If any provision of this Mutual Release or any part of any provision of this Mutual Release is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) such invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Mutual Release. Each provision of this Mutual Release is separable from every other provision of

this Mutual Release, and each provision of this Mutual Release is separable from every other part of such provision.

1. The provisions hereof shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns, as applicable.

2. This Mutual Release shall be governed by, enforced, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

3. Each Party may send a copy of its signature on the execution page hereof to the other Party by facsimile or other electronic transmission and such transmission shall constitute delivery of an executed copy of this Mutual Release to the receiving Party.

4. This Mutual Release may be executed in one or more counterparts, all of which shall be considered one and the same Mutual Release and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart.

[ signature page follows ]

DATED as of the date first written above.

CREDIT UNION CENTRAL OF SASKATCHEWAN

By: Name: Title: By: Name: Title:

ACQUIRED COMPANIES

CONCENTRA BANK

By: Name: Title: By: Name: Title:

CONCENTRA TRUST

By: Name: Title: By: Name: Title:

101055556 SASKATCHEWAN LTD.

By: Name: Title: By: Name: Title:

PURCHASER

EQUITABLE BANK

By: Name: Title: By: Name: Title:

Exhibit 6.2(c)(vi) Form of Non-Competition and Non-Solicitation Agreement

[REDACTED – AGREEMENT CONCERNING NON-COMPETITION AND NONSOLICITATION MATTERS].

Exhibit 6.2(c)(ix) Form of Director Resignation and Releases

RESIGNATION AND MUTUAL RELEASE

DATE: {{ClosingDate}}

AMONG: [  ] (the “ Individual ”) and Concentra Bank, Concentra Trust and 101055565 Saskatchewan Ltd. (collectively, the “ Acquired Companies ”)

(Each a “ Party ” and, collectively, the “ Parties ”).

Reference is made to the share purchase agreement dated February 7, 2022 (the “ Share Purchase Agreement ”), among Credit Union Central of Saskatchewan (the “ Vendor ”), Concentra Bank and Equitable Bank (the “ Purchaser ”) in respect of the purchase by the Purchaser, and the sale by the Vendor, of the Purchased Shares. Capitalized terms used but not defined herein will have the meaning ascribed thereto in the Share Purchase Agreement.

The Individual was a director [and officer] of [  ] prior to the Closing.

The Individual and the Acquired Companies are providing this release (this “ Agreement ”) effective as of the Closing Date pursuant to the terms of the Share Purchase Agreement.

In consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Individual (together with the Individual’s heirs, executors, administrators, personal and legal representatives, and permitted assigns, the “ Releasor and the Acquired Companies (together with their successors and permitted assigns) hereby irrevocably and unconditionally agree as follows:

1. The Individual hereby resigns from his or her position as a director [and officer] of [Acquired Company] effective as of 12:01 a.m. (Toronto time) on the Closing Date.

2. The Releasor hereby irrevocably and unconditionally remises, releases and forever discharges (i) the Acquired Companies and their respective present, former and future Affiliates, as applicable and (ii) each of the foregoing’s respective present, former and future officers, directors, shareholders, agents and employees and their respective heirs, administrators, personal and legal representatives, successors and permitted assigns (collectively, the “ Company Releasees ”) of and from all actions, causes of action, suits, judgments, debts, duties, demands, accounts, bonds, covenants (whether express or implied), contracts, proceedings and claims, including, without limitation, claims for injuries, losses, damages, liabilities, interest, costs, indemnity, fines, penalties, legal and professional fees and assessments or amounts of any kind whatsoever (including any loss or damage not yet ascertained), in law, in equity and under statute, whether known or unknown (collectively, “ Claims ”), in each case, that the Releasor ever had, now has or can, shall or may hereafter have or assert against any Company Releasee, for or by reason

of or in any way arising out of any cause, matter or thing whatsoever existing up to and including the date hereof in relation to or in connection with the Individual acting or ceasing to act as a director [and officer] of any Acquired Company (collectively, the “ Company Released Claims ”); provided however that this Agreement shall not affect nor release (i) if applicable, any Claims for amounts due and owing to the Individual as of the Closing Date with respect to any unpaid remuneration or expense reimbursement or any accrued employee benefits payable in connection with the Individual’s employment or appointment by any Acquired Company, as applicable, and any of the Individual’s rights as an employee of an Acquired Company under an employment agreement, retention agreement, change of control agreement or pursuant to applicable employment Law, (ii) any of the Individual’s rights, if any, to coverage under and to contribution or indemnification with respect to any director’s and officer’s insurance policy maintained by the Acquired Companies, if applicable (iii) any of the Individual’s rights to indemnity under applicable Law, the Acquired Companies’ constating documents, or pursuant to an indemnity agreement entered into with the applicable Acquired Companies, as applicable and (iv) any Claims that the Releasor may have against any Company Releasee or any obligations owed by any Company Releasee to the Releasor arising out of or involving fraud, bad faith, intentional or wilful misconduct and gross negligence.

1. The Acquired Companies (together with their successors and permitted assigns) hereby irrevocably and unconditionally remise, release and forever discharge the Releasor of and from all Claims, in each case, that the Acquired Companies ever had, now have or can, shall or may hereafter have or assert against the Releasor, for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to and including the date hereof in relation to or in connection with the Individual acting or ceasing to act as a director [and officer] of any Acquired Company (collectively, the “ Individual Released Claims ”); provided however that this Agreement shall not affect nor release any Claims that the Acquired Companies may have against the Releasor or any obligations owed by the Releasor to the Acquired Companies arising out of or involving fraud, bad faith and intentional or wilful misconduct.

2. The Individual and the Acquired Companies, respectively, further represent and warrant, and covenant and agree, that they have not and will not (a) directly or indirectly join, encourage, instigate, assist, aid or act in concert in any manner whatsoever with any other Person in the making of any Claim or in the bringing of any proceeding or action in any manner whatsoever against the Company Releasees or the Releasor, as applicable, or any of them with respect to the Company Released Claims or the Individual Released Claims, as applicable, (b) make or continue any Claim or initiate or continue any Claim against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief over against the Company Releasees or the Releasor, as applicable or any of them arising out of or in relation to the Claims released pursuant to this Agreement, and (c) assign to any other Person any of the Company Released Claims or the Individual Released Claims, as applicable.

3. The Individual and the Acquired Companies, respectively, confirm that this Agreement and any consideration given to the Releasor or Acquired Companies by any Company Releasees or the Releasor, as applicable, shall not in any way be construed as an admission of liability, responsibility or any unlawful or wrongful acts whatsoever by any Company

Releasee or the Releasor, as applicable, and that any such liability, responsibility, unlawful or wrongful act is expressly denied.

1. Each of the Releasor and the Acquired Companies agrees and understands that this Agreement shall operate conclusively as an estoppel in the event of any Claims which might be brought in the future by the Releasor or the Acquired Companies, as the case may be, with respect to the matters covered by this Agreement and that this Agreement may be pleaded if any such Claims are brought, as a complete defense and reply, and may be relied upon in any proceeding to dismiss any such Claims on a summary basis.

2. The Individual acknowledges that he or she has been given sufficient time to consider his or her actions and to seek such independent legal or other advice as he or she deems appropriate and that he or she understands the terms of this Agreement. The Individual further acknowledges that, other than the consideration promised, no representation of fact or opinion, threat or inducement has been made or given by the Acquired Companies to induce him or her to sign this Agreement and that there is no condition, express or implied or collateral agreement with respect to this Agreement.

3. If any provision of this Agreement or any part of any provision of this Agreement is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) such invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Agreement. Each provision of this Agreement is separable from every other provision of this Agreement, and each provision of this Agreement is separable from every other part of such provision.

4. The provisions hereof shall enure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and assigns, as applicable.

5. This Agreement shall be governed by, enforced, construed and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

6. To evidence the execution of this Agreement, the Individual and the Acquired Companies may send a copy of its signature on the execution page hereof to the other Party by facsimile or other electronic transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.

7. This Agreement in one or more counterparts, all of which shall be considered one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party, it being understood that all Parties need not sign the same counterpart.

[ Signature Page Follows ]

DATED as of the date first written above.

[RESIGNING DIRECTOR/OFFICER]

CONCENTRA BANK

By: Name: Title: By: Name: Title:

CONCENTRA TRUST

By: Name: Title: By: Name: Title:

101055556 SASKATCHEWAN LTD.

By: Name: Title: By: Name: Title:

Exhibit 6.3(a) Form of Purchaser’s Closing Certificate

CERTIFICATE OF AN OFFICER OF EQUITABLE BANK (the “Purchaser”)

TO: Credit Union Central of Saskatchewan (the “Vendor”) DATE: {{ClosingDate}}

This certificate is delivered pursuant to Section 6.3(a) of the share purchase agreement, dated February 7, 2022 by and among the Purchaser, the Vendor and Concentra Bank (the “ Agreement ”). Unless otherwise stated, capitalized terms used in this certificate have the meanings given to them in the Agreement.

I,  , in my capacity as  of the Purchaser, hereby certify, for and on behalf of the Purchaser and without personal liability, as follows:

• (g) the representations and warranties of the Purchaser contained in Sections 4.1(a) (Formation and Qualification), 4.1(b) (Validity of Agreement), 4.1(c) (Execution and Binding Obligation) and 4.1(h) (No Brokers) of the Agreement are true and correct in all material respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, other than those representations and warranties that speak only as of a specific date, which are so true and correct as of that date;

• (h) the other representations and warranties of the Purchaser contained in Section 4.1 of the Agreement are true and correct in all respects as of the date hereof with the same force and effect as if such representations and warranties were made on and as of the date hereof, provided that if a representation and warranty is qualified by materiality, it must be true and correct in all respects after giving effect to such qualification, other than those representations and warranties that speak only as of a specific date, which are so true and correct as of that date; and

• (i) the covenants contained in the Agreement to be performed by the Purchaser on or prior to the date hereof have been performed in all material respects.

(signature page follows)

Dated as of the first date written above.

 , in [his/her] capacity as an officer of Equitable Bank