SHARE PURCHASE AGREEMENT

BY AND AMONG

HIRE TECHNOLOGIES INC.

AND

THE SHAREHOLDERS OF THE HEADHUNTERS RECRUITMENT INC.

September 1, 2020

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT is made as of September 1, 2020

BETWEEN:

HIRE TECHNOLOGIES INC., a corporation existing under the laws of the Province of British Columbia

(the "Purchaser")

AND:

CAM MACMILLAN an individual residing at [Address] ("MacMillan")

AND:

CAM MACMILLAN an individual residing at [Address] in his own capacity and as trustee of the MacMillan Family Trust, together the sole shareholders of Winning Edge Performance Inc., a corporation existing under the laws of the Province of Alberta ("Winning Edge Holdco" and collectively, the "Winning Edge Holdco Shareholders")

AND:

DANIELLE BRAGGE an individual residing at [Address] ("Bragge")

AND: DANIELLE BRAGGE an individual residing at [Address] in her own capacity and as trustee of the MacKenzie Family Trust, together the sole shareholders of Ehman Holding Company Inc., a corporation existing under the laws of the Province of Alberta ("Ehman Holdco" and collectively, the "Ehman Holdco Shareholders")
AND: DAVINDER BANNS (also known as David Banns) an individual residing at [Address] ("Banns")

AND:

DAVINDER BANNS (also known as David Banns) an individual residing at [Address] and SANDEEP GILL an individual residing at [Address] (as a Holdco Shareholder Vendor only), together, the sole shareholders of Talent Experts Consulting Group Inc. a corporation incorporated under the laws of the Province of British Columbia ("Talent Experts Holdco" and collectively the "Talent Experts Holdco Shareholders")

(Winning Edge Holdco, Ehman Holdco and Talent Experts Holdco are collectively referred to as the "Holdcos" and the Ehman Holdco Shareholders, the Winning Edge Holdco Shareholder and the Talent Experts Holdco Shareholders are collectively referred to as the "Holdco Shareholder Vendors")

AND:

BARRY MILNE an individual residing at [Address] ("Milne") (and collectively with MacMillan, Bragge and Banns, the "Employee Vendors")

AND:

STEPHEN RACE an individual residing at [Address] ("Race", and collectively with MacMillan Milne and Bragge, the "Corporation Shareholder Vendors")

(the Corporation Shareholder Vendors and the Holdco Shareholder Vendors are collectively, the "Vendors")

WHEREAS:

A. The Corporation Shareholder Vendors and the Holdcos collectively, own 870,033 Class "A" Shares and 626,666 Class "B" Shares of The Headhunters Recruitment Inc. (the "Corporation") representing all of the issued and outstanding shares of the Corporation (collectively, the "Corporation Shares");
B. the Holdco Shareholder Vendors, collectively, own all of the issued and outstanding securities of the Holdcos (collectively, the "Holdco Shares");
C. each of the Corporation Shareholder Vendors wishes to sell to the Purchaser all of the Corporation Shares held by him or her (collectively, the "Purchased Corporation Shares"), and the Purchaser wishes to purchase the Purchased Corporation Shares from the Corporation Shareholder Vendors, subject to the terms and conditions set forth herein; and
D. each of the Holdco Shareholder Vendors wishes to sell to the Purchaser all of the Holdco Shares held by such parties (collectively, the "Purchased Holdco Shares"), and the Purchaser wishes to purchase the Purchased Holdco Shares from the Holdco Shareholder Vendors, subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. DEFINITIONS

The following terms have the meanings specified or referred to in this Section:

(a) "Accountant" has the meaning set forth in Subsection 2.4(b)(iii).
(b) "Accounts Receivable" means all trade and other receivables of the Corporation as of the Calculation Time, determined on a gross basis in accordance with ASPE consistently applied.
(c) "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, proceeding, litigation, citation, summons or investigation of

any nature, whether civil, criminal, administrative, investigative, regulatory, or otherwise and whether at Law or in equity.

(d) "Affiliate" of any Person means any Person directly or indirectly controlling, controlled by, or under common control with, any such Person.
(e) "AR Reserve" means a reserve on the Financial Statements against the accounts receivable for returns and bad debts, solely to the extent such reserve is adequate and has been calculated in accordance with ASPE and in a manner consistent with past practice, or to the extent such reserve is otherwise agreed by the Purchaser and reflected in the calculation of the Purchase Price.
(f) "ASPE" means Accounting Standards for Private Enterprises, as published in Part II of the CICA Handbook or any successor thereof.
(g) "Assessment" has the meaning set forth in Subsection 7.5(b).
(h) "Business" means the business of The Headhunters Recruitment Inc.
(i) "Business Day" means any day except Saturday, Sunday, or any other day on which banks located in the City of Toronto are closed for business.
(j) "Canadian Securities Laws" means the applicable securities legislation of each of the provinces and territories of Canada and all published regulations, policy statements, orders, rules, instruments, rulings and interpretation notes issued thereunder or in relation thereto, as the same may hereafter be amended from time to time or replaced.
(k) "Calculation Time" means 11:59 p.m. Toronto time on the day immediately preceding the date of this Agreement.
(l) "Cash and Securities" means: (i) cash, excluding restricted cash; (ii) money in bank accounts plus uncleared deposits less outstanding cheques; (iii) guaranteed income certificates, certificates of deposit, banker's acceptances, and similar instruments issued by a Canadian financial institution; and (iv) marketable securities of the Corporation, determined in accordance with ASPE consistently applied, the whole determined as of the Calculation Time.
(m) "CEBA Loan Proceeds" means, in respect of any Holdco, the proceeds (and, to the extent applicable any penalties, fees, charges or interest due upon any repayment) of any loan advanced to it (directly or indirectly) from the Canada Emergency Business Account prior to the Closing Date.
(n) "Closing" has the meaning set forth in Section 2.8
(o) "Closing Date" has the meaning set forth in Section 2.8.
(p) "Closing Time" has the meaning set forth in Section 2.8.
(q) "Closing Working Capital" means: (i) the Current Assets of the Corporation; less (ii) the Current Liabilities of the Corporation, determined as of the Calculation Time.
(r) "Closing Working Capital Statement" has the meaning set forth in Subsection 2.4(a)(ii)
(s) "Contract" means any written or oral contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license or other instrument, commitment or undertaking.
(t) "Contractor" means any contractor, consultant or agent.
(u) "Corporation" has the meaning set forth in the recitals.
(v) "Corporation Data" means all personal, sensitive, or confidential information or data (whether data or information of the Corporation, its customers, or other Persons and whether in electronic or any other form or medium) that is accessed, collected, used, processed, stored, shared, distributed, transferred, disclosed, destroyed, or disposed of by any of the Corporation Systems.
(w) "Corporation IP" has the meaning set forth in Section 3.15.
(x) "Corporation Predecessor" means any predecessor to the Corporation or any Person to which the Corporation is a successor in interest (including, without limitation, a Person to any of whose Liabilities the Corporation succeeded by operation of Law due to the transfer of any of such Person's assets to the Corporation), in each case, whether as a result of any merger, amalgamation or acquisition, disposition or contribution of assets, equity or otherwise.
(y) "Corporation Shares" has the meaning set forth in the recitals.
(z) "Corporation Systems" means all Systems that are owned by the Corporation or used by the Corporation in the conduct of its business.
(aa) "Current Assets" means Cash and Securities, Accounts Receivable, Inventories, prepaid expenses, and deposits of the Corporation as at the Calculation Time, determined in accordance with ASPE consistently applied, but does not include: (i) the portion of any prepaid expense of which the Purchaser will not receive the benefit following the Closing; or (ii) deferred Tax assets.
(bb) "Current Liabilities" means, as of the Closing Time, trade and other payables, accrued Taxes and other accrued charges of the Corporation, determined in accordance with ASPE consistently applied, but does not include deferred Tax liabilities and the current portion of long term debt, determined in accordance with ASPE.
(cc) "Data Room" means the electronic data room established by the Purchaser and populated by the Corporation, and to which Purchaser and its Representatives have been provided access.
(dd) "Direct Claim" has the meaning set forth in Subsection 9.8(c).
(ee) "Disclosure Letter" means the letter dated as of the date hereof delivered by the Vendors.
(ff) "Disputed Amounts" has the meaning set forth in Subsection 2.4(b)(iii).
(gg) "Dollars" or $" means the lawful currency of Canada.
(hh) "Ehman Holdco" means Ehman Holding Company Inc., a corporation existing under the laws of Alberta.
(ii) "Earn-Out Payment" means any payment made or payable by the Purchaser under Section 2.5 hereof;
(jj) "EBITDA" means earnings from operations excluding extraordinary items, plus interest on existing net long-term debt, plus depreciation and amortization of existing fixed asset and plus income taxes calculated in accordance with International Financial Reporting Standards and excluding the EBITDA of the Corporation resulting from the operations of any entity or interest in any entity acquired after Closing, as more particularly set out in the formula and sample calculation in Schedule B.
(kk) "Encumbrances" means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, deposit by way of security, hypothecation, assignment, charge, security under sections 426 or 427 of the Bank Act (Canada), trust or deemed trust, voting trust or pooling agreement with respect to securities of the Corporation, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof,.
(ll) "Environment" means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil, or underground space, all living organisms, and the interacting natural systems that include components of the air, land, water, and inorganic matters and living organisms, and the environment or natural environment as defined in any Environmental Law, and "Environmental" shall have a corresponding meaning.
(mm) "Environmental Law" means any and all Laws relating to the protection of the Environment including those relating to the storage, generation,

use, handling, manufacture, processing, transportation, import, export, treatment, Release, or Disposal of any Hazardous Substance.

(nn) "Environmental Permit" means any Permit, letter, clearance, consent, waiver, exemption, decision, issued, granted, given, authorized by, or made by any Governmental Authority under any Environmental Law.
(oo) "Employee Plan" means each severance, salary continuation, bonus, incentive, stock option, phantom stock option, retirement, supplemental unemployment, health, welfare, dental, pension, compensation, retention, profit sharing, deferred compensation or other employee benefit plan, program, agreement or arrangement that is sponsored or maintained or contributed to or required to be contributed to by the Corporation, or with respect to which the Corporation otherwise has any Liability or obligation.
(pp) "Excise Tax Act" means the Excise Tax Act (Canada), as amended.
(qq) "Financial Statements" means unaudited financial statements of the Corporation for the 12 months ended December 31, 2019, as provided to the Purchaser;
(rr) "GAAP" means generally accepted accounting principles as set forth in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with Accounting Standards for Private Enterprises, at the relevant time.
(ss) "GST" means all taxes levied under Part IX of the Excise Tax Act (Canada).
(tt) "Governmental Authority" means any government or political subdivision or regulatory authority, whether federal, provincial, territorial, local or foreign, or any agency or instrumentality of any such government or political subdivision or regulatory authority, or any federal, provincial, territorial, local or foreign court or arbitrator. "Governmental Order" means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.
(uu) "Hazardous Substance" means, collectively, petroleum, any petroleum product, any radioactive material (including radon gas), explosive or flammable materials, asbestos in any form, urea-formaldehyde foam insulation, and polychlorinated biphenyls, any pollutant, contaminant, waste, hazardous substance, hazardous material, hazardous waste, toxic substance, dangerous substance, dangerous good, restricted hazardous waste, toxic substance or a source of contamination, as defined or identified in any Environmental Law.
(vv) "Holdco Financial Statements" means, in respect of a Holdco, the financial statements of that Holdco for the most recently completed financial year and interim period prior to the Closing Date, as provided to the Purchaser;
(ww) "Holdcos" means, collectively, Ehman Holdco, Winning Edge Holdco and Talent Experts Holdco;
(xx) "Holdco Shareholder Vendor's Knowledge" means the actual or constructive knowledge of the Holdco Shareholder Vendor after due inquiry.
(yy) "Indemnified Party" has the meaning set forth in Section 9.8.
(zz) "Indemnifying Party" has the meaning set forth in Section 9.8.
(aaa) "Insurance Policies" has the meaning set forth in Section 3.18.
(bbb) "Intellectual Property Rights" means any and all intellectual property and all related rights, interests, and protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, all registrations, applications for registration, and renewals of such rights, and the goodwill connected with the use of and symbolized by any of the foregoing, including any and all: trademarks, service marks, and similar indicia of source or origin; websites and domain names, social media account names and pages, and all related content and data; industrial designs, industrial design applications, industrial design disclosures, and any reissue, continuation-in-part, division, revision, extension or reexamination thereof; copyrights and works of authorship, whether or not copyrightable; trade secrets, inventions, technology, and other confidential and proprietary information, whether or not patentable; and patents.
(ccc) "Law" means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement, or rule of law of any Governmental Authority.
(ddd) "Leased Properties" has the meaning set forth in Section 3.13.
(eee) "Liabilities" means any and all debts, liabilities, expenses, guaranties, endorsements, claims, losses, damages, deficiencies, fines, penalties, responsibilities, commitments, obligations, and actions of any kind, character, or description, whether fixed, contingent or absolute, matured or unmatured, liquidated or unliquidated, accrued or not accrued, asserted or not asserted, known, direct or indirect, disputed or undisputed, joint or several, secured or unsecured, determined, determinable or otherwise, whenever or however arising (including, whether arising out of any contract or tort based on negligence or strict liability) and whether or not the same would be required by GAAP to be reflected in financial statements or disclosed in the notes thereto.
(fff) "Losses" means losses, damages, liabilities, deficiencies, judgments, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees, disbursements, and reasonable legal fees and expenses on a solicitor-client basis and the cost of pursuing any insurance providers; provided that "Losses" shall not include punitive, consequential or

exemplary damages, except in the case of fraud or to the extent actually awarded by a Governmental Authority or other third party.

(ggg) "Material Adverse Effect" means any event, occurrence, fact, condition, or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the business, results of operations, condition (financial or otherwise), or assets of the Corporation.
(hhh) "Material Contract" means any Contract to which the Corporation is a party or by which its properties are bound except those which (i) by their terms are terminable by the Corporation on thirty (30) days notice without cost or penalty; (ii) have a term of one year or less; (ii) do not restrict the Business; and (iii) involve payments by or to the Corporation of less than $50,000;
(iii) "Material Customer" has the meaning set forth in Section 3.24.
(jjj) "Material Supplier" has the meaning set forth in Section 3.24.
(kkk) "Order" means any order, judgment, injunction, assessment, award, decree, ruling, charge or writ of any Governmental Authority.
(lll) "Ordinary Course", when used in relation to the conduct of the Business, means any transaction that constitutes an ordinary day-to-day business activity of the Corporation conducted in a manner consistent with the Corporation's past practice.
(mmm) "Permit" means any permit, license, approval, certificate, qualification, consent or authorization issued by a Governmental Authority.
(nnn) "Permitted Encumbrances" means: (i) statutory Encumbrances for current Taxes, special assessments, or other governmental charges not yet due and payable or delinquent and for which adequate reserves are being maintained, and for which appropriate accruals have been established in the Financial Statements in accordance with ASPE; (ii) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker's compensation, employment insurance, and Canada Pension Plan programs mandated under Law and for which appropriate accruals have been established in accordance with ASPE; (iii) restrictions on the transfer of securities arising under Law or under the Corporation's constating documents; (iv) security given in the Ordinary Course to a public utility or any municipality or governmental or public authority in connection with the operation of the Business and (vi) any obligations under any open source licenses relating to the Software.
(ooo) "Person" means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association, or other entity.
(ppp) "Post-Closing Working Capital Adjustment" has the meaning set forth in Section 2.4(a)(iii).
(qqq) "Pre-Closing Tax Periods" shall mean the tax period ending on (and including) the Closing Date.
(rrr) "Proceeding" means any demand, charge, complaint, action, suit, proceeding, arbitration, hearing, audit, investigation, examination or claim of any kind (whether civil, criminal, administrative, investigative, informal or other, at law or in equity) commenced, filed, brought, conducted or heard by, against, to, of or before or otherwise involving, any Governmental Authority.
(sss) "Pro Rata Interest" has the meaning set forth in Section 2.3.
(ttt) "Public Record" means all information regarding the Purchaser that has been filed on SEDAR, including financial statements; press releases, material change reports, prospectuses, and information circulars.
(uuu) "Purchased Shares" means, collectively, the Purchased Corporation Shares and the Purchased Holdco Shares.
(vvv) "Purchase Price" has the meaning set forth in Section 2.2.
(www) "Purchaser's Accountant" means [Accountant], or such other accountant as may be appointed by the Purchaser from time to time.
(xxx) "Purchaser's Knowledge" or any other similar knowledge qualification, means the actual or constructive knowledge of the Purchaser, and the current officers and members of the board of directors of the Purchaser, after due inquiry.
(yyy) "Purchaser Indemnitees" has the meaning set forth in Section 9.2.
(zzz) "Related Party" means any officer, director, manager, equity holder, employee or agent of the Corporation or any of its Affiliates (including any officer, director, manager or controlling person thereof) or any Affiliate (including any officer, director, manager or controlling person thereof) of any of the foregoing Persons.
(aaaa) "Representative" means, with respect to any Person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants, and other agents of such Person.
(bbbb) "Resolution Period" has the meaning set forth in Subsection 2.4(b)(ii).
(cccc) "Review Period" has the meaning set forth in Subsection 2.4(b)(i).
(dddd) "Shareholder Agreement" means the shareholder agreement dated May 10, 2018 among the Holdco Shareholder Vendors and the Corporation Shareholder Vendors.
(eeee) "Software" means, computer software, computer programs, applications, utilities, development tools, diagnostics, and embedded systems, in any form or medium, including source code, object code and executable code, and all databases and data used with, or used to develop, any of the foregoing, together with all related user manuals, programmer documentation, text, diagrams, graphs, charts, and other documentation.
(ffff) "Systems" means computer hardware, firmware, databases, Software, systems, information technology infrastructure, and other similar or related items of automated, computerized and/or software systems, infrastructure, and telecommunication assets and equipment including, without limitation, websites and any other outsourced systems and processes.
(gggg) "Statement of Objections" has the meaning set forth in Subsection 2.4(b)(ii).
(hhhh) "Talent Experts Holdco" means Talent Experts Consulting Group Inc., a corporation existing under the laws of British Columbia;
(iiii) "Tax" means (a) any foreign, federal, provincial, territorial or local net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, value added, transfer, franchise, profits, license, government pension plan, withholding, payroll, employment, escheat, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax or additional amount imposed by any Law or Taxing Authority, whether disputed or not, (b) any Liability for the payment of any amounts of any of the foregoing types as a result of being a member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement whereby Liability for payment of such amounts was determined or taken into account with reference to the Liability of any other Person, (c) any Liability for the payment of any amounts as a result of being a party to any tax sharing or allocation agreements or arrangements (whether or not written) or with respect to the payment of any amounts of any of the foregoing types as a result of any express or implied obligation to indemnify any other Person, and (d) any Liability for the payment of any of the foregoing types as a successor, transferee or otherwise.
(jjjj) "Tax Act" means the Income Tax Act (Canada), as amended from time to time, and the regulations thereunder.
(kkkk) "Tax Returns" means all Tax returns, statements, reports, elections, schedules, claims for refund, and forms (including estimated Tax or information returns and reports), including any supplement or attachment thereto and any amendment thereof.
(llll) "Taxing Authority" means any Governmental Authority responsible for the administration or the imposition of any Tax.
(mmmm) "Third-Party Claim" has the meaning set forth in Subsection 9.8(a).
(nnnn) "Transaction Documents" means this Agreement and the other agreements contemplated by this Agreement.
(oooo) "TSXV" means the TSX Venture Exchange.
(pppp) "Winning Edge Holdco" means Winning Edge Performance Inc.., a corporation existing under the laws of Alberta;
(qqqq) "Working Capital Estimate" has the meaning set forth in Subsection 2.4(a)(i).
(rrrr) "Working Capital Target" means the sum of $30,000;
(ssss) "Undisputed Amounts" has the meaning set forth in Subsection 2.4(b)(iii).
(tttt) "Vendors" means has the meaning set forth in the preamble.
(uuuu) "Vendor's Accountant" means Crowe MacKay LLP; Attention [contact name].
(vvvv) "Vendor Indemnitees" has the meaning set forth in Section 9.5.
(wwww) "Vendors' Representative" has the meaning set forth in Section 9.9.
(xxxx) "Vendors' Knowledge" or any other similar knowledge qualification, means the actual or constructive knowledge of Cam Macmillan and Danielle Bragge, and the current members of the board of directors of the Corporation, after due inquiry.

2. PURCHASE AND SALE

2.1 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Vendors shall sell to the Purchaser, and the Purchaser shall purchase from the Vendors the Purchased Shares, free and clear of all Encumbrances.
2.2 Purchase Price. The purchase price for the Purchased Shares shall be (i) $400,000 in cash payable by wire transfer of immediately available funds by the Purchaser at Closing (the "Closing Date Payment") less (ii) any amounts payable by the Vendors to the Purchaser under Section 2.4 or 2.5 below plus (iii) any amounts payable by the Purchaser to the Vendors under Section 2.4 or 2.5 below (the "Purchase Price").
2.3 Allocation of Purchase Price. Unless otherwise expressly stated herein all payments of the Purchase Price shall be allocated among the Corporation Shareholder Vendors and the Holdco Shareholder Vendors in accordance with the percentage of Corporation Shares owned by the Corporation Shareholder Vendors and the Holdcos, respectively as set forth in Schedule A (in respect of each Vendor, such Vendor's "Pro Rata Interest") and shall be paid to the Vendors' Representative on behalf of the Vendors in accordance with their Pro Rata Interest, to an account

or accounts designated by the Vendors' Representative in a written notice to the Purchaser.

2.4 Working Capital Adjustment to Purchase Price

(a) Working Capital Estimate.
(i) On or prior to the Closing Date, the Vendors shall prepare and deliver to the Purchaser a statement setting forth its good faith estimate (the "Working Capital Estimate") of Closing Working Capital which statement shall set out an estimated balance sheet of the Corporation as of the Closing Date (without giving effect to the transactions contemplated herein).
(ii) Within 120 days after the Closing Date, the Purchaser shall prepare and deliver to the Vendors' Representative on behalf of the Vendors, with the assistance of and information provided by the Vendors, a statement setting forth its calculations of Closing Working Capital as of the Calculation Time, which statement shall contain an unaudited balance sheet of the Corporation as of the Closing Date (without giving effect to the transactions contemplated herein) (the "Closing Working Capital Statement") and a certificate of an officer of the Purchaser that the Closing Working Capital Statement was prepared in accordance with ASPE applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies that were used in the preparation of the Financial Statements as if such Closing Working Capital Statement was being prepared and audited as of a financial year end. The costs and expenses with respect to the preparation, review, and submission of the Closing Working Capital Statement shall be borne by the Vendors and shall be paid to the Purchaser within 15 days after a statement setting forth such costs and expenses is delivered by the Purchaser to the Vendors' Representative on behalf of the Vendors.
(iii) If the Closing Working Capital on the Closing Working Capital Statement is less than the Working Capital Target, the Vendors shall pay to the Purchaser an amount equal to the difference within 15 days of the settlement of the Closing Working Capital Statement pursuant to Section (ii) above and if the Closing Working Capital on the Closing Working Capital Statement is greater than the Working Capital Target, the Purchaser shall pay to the Vendors' Representative on behalf of the Vendors an amount equal to the difference within 15 days of the settlement of the Closing Working Capital Statement pursuant to Section 2.4(a)(ii) above (in either case, the "Post-Closing Working Capital Adjustment").

(b) Examination and Review.

(i) Examination. After receipt of the Closing Working Capital Statement, the Vendors, shall have 30 days (the "Review Period") to review the Closing Working Capital Statement. During the Review Period, the Vendors' Representative on behalf of the Vendors, and the Vendors' Accountant

shall have full access to the books and records of the Corporation, the personnel of, and working papers prepared by, the Purchaser and the Purchaser's Accountant to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in the Purchaser's possession) relating to the Closing Working Capital Statement as the Vendors' Representative on behalf of the Vendors, may reasonably request for the purpose of reviewing the Closing Working Capital Statement and to prepare a Statement of Objections; provided that such access shall be in a manner that does not interfere with the normal business operations of the Purchaser or the Corporation.

(ii) Objection. On or before the last day of the Review Period, the Vendors' Representative on behalf of the Vendors, may object to the Closing Working Capital Statement by delivering to the Purchaser a written statement setting forth the Vendors' objections in reasonable detail, indicating each disputed item or amount and the basis for the Vendors' disagreement therewith (the "Statement of Objections"). If the Vendors' Representative on behalf of the Vendors, fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Working Capital Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by the Vendors. If the Vendors' Representative on behalf of the Vendors, delivers the Statement of Objections before the expiration of the Review Period, the Purchaser and the Vendors' Representative on behalf of the Vendors shall negotiate to resolve such objections within 30 days after the delivery of the Statement of Objections (the "Resolution Period"), and, if the same are so resolved within the Resolution Period, the Post-Closing Working Capital Adjustment and the Closing Working Capital Statement with such changes as may have been previously agreed in writing by the Purchaser and the Vendors' Representative on behalf of the Vendors, shall be final and binding.
(iii) Resolution of Disputes. If the Vendors' Representative on behalf of the Vendors, and the Purchaser fail to reach an agreement with respect to all of the matters set forth in the Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute (the "Disputed Amounts" and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to the office of an impartial nationally or regionally (within the Province of Ontario) recognized firm of independent chartered professional accountants selected by mutual agreement of the Vendors' Representative on behalf of the Vendors, and Purchaser (other than the Vendors' Accountant or the Purchaser's Accountant) (the "Accountant") who, acting as an expert and not an arbitrator, shall resolve the Disputed Amounts only and make any required adjustments to the Post-Closing Working Capital Adjustment, and the Closing Working Capital Statement. The parties agree that all adjustments shall be made without regard to materiality. The Accountant shall only decide the specific items under dispute by the parties.
(iv) Fees of the Accountant. The fees and expenses of the Accountant shall be paid by (A) the Vendors and (B) the Purchaser based upon the

percentage that the amount actually contested but not awarded to the Vendors or the Purchaser, respectively, bears to the aggregate amount actually contested by the Vendors and the Purchaser.

(v) Determination by Accountant. The Accountant shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after its engagement, and its resolution of the Disputed Amounts and all resulting adjustments to the Closing Working Capital Statement or the Post-Closing Adjustment, or both, shall be conclusive and binding upon the parties hereto.
(vi) Payment of Post-Closing Working Capital Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Working Capital Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five Business Days of acceptance of the applicable Closing Working Capital Statement, or (y) if there are Disputed Amounts, then within five Business Days of the resolution described in Section 2.4(b)(iii); and (B) be paid by wire transfer of immediately available funds to such account as is directed by the Purchaser or the Vendors' Representative on behalf of the Vendors, as the case may be. The amount of any Post-Closing Working Capital Adjustment shall bear interest from and including the date such amount is payable under this Section 2.4(b)(vi) to but including the date of payment at a rate per annum equal to 14.0%. Such interest shall be compounding interest, calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed.

2.5 EBITDA Post-Closing Adjustments

(a) Vendors EBITDA Adjustment

(i) Within 60 days after the [Post-Closing Adjustment] of the Closing Date (each, an "EBITDA Calculation Period") the Purchaser shall calculate the EBITDA of the Corporation.
(ii) The Purchaser will provide to the Vendors' Representative, on behalf of the Vendors, within five (5) Business Days of the last day of each EBITDA Calculation Period, (i) the unaudited financial statements of the Company for that EBITDA Calculation Period; (ii) the calculation of the EBITDA (including all adjustments) for that EBITDA Calculation Period; and (iii) the calculation of any amount payable under this Section 2.5 (the "EBITDA Calculation Material").
(iii) Section 2.4(b) shall apply mutatis mutandis to delivery by the Purchaser to the Vendors' Representative on behalf of the Vendors, of the EBITDA Calculation Material.
(iv) [Post-Closing Adjustment].
(v) The Corporation Shareholder Vendors shall pay to the Purchaser $1 for every $1 that the EBITDA of the Corporation for the [Post-Closing Adjustment].
(vi) [Post-Closing Adjustment].
(vii) The Purchaser will pay to the Vendors' Representative, on behalf of the Vendors, the amount, if any, by which (A) the EBITDA of the Corporation (the "Valuation Period EBITDA") for the twelve month period commencing on the one year anniversary of the Closing Date and ending on the second anniversary of the Closing Date (the "Valuation Period") multiplied by four, [Post-Closing Adjustment], exceeds (B) the Closing Date Payment (the "Valuation Period Payment").
(viii) The Corporation Shareholder Vendors shall pay to the Purchaser $1 for every $1 that the EBITDA of the Corporation for the [Post-Closing Adjustment].
(ix) [Post-Closing Adjustment];
(x) Each Vendor may, subject to applicable laws and stock exchange policies and upon notice to the Purchaser within not less than 5 Business Days after the calculation of the second anniversary EBITDA, elect to receive up to 50% of their respective allotment of the Valuation Period Payment in common shares of the Purchaser (each a "Consideration Share"), at a deemed price equal to the greater of (i) the 10-trading day volume weighted average price of the Purchaser's common shares on the TSXV for the period ending on the second anniversary of the Closing Date; and (ii) the Discounted Market Price, as such term is defined in the policies of the TSXV, of the Purchaser's common shares on the last trading day immediately prior to the Closing Date provided that notwithstanding anything herein to the contrary, the maximum number of common shares of the Purchaser issuable under this Sections 2.5 shall not exceed an aggregate of 1,910,000 common shares of the Purchaser.
(xi) Each of the Vendors electing to receive Consideration Shares shall, as a condition to the issue of such Consideration Shares to that vendor, enter into a lock-up agreement restricting the resale of their Consideration Shares for a period of 24 months following the issuance of the Consideration Shares, in substantially the form attached as Schedule C.
(xii) The Purchaser shall have the right to offset any amounts owing to the Vendors under this subsection 2.5 against all then existing and future amounts due by the Purchaser and any of its Affiliates to the Vendors, including, without limitation, salaries, commissions and the Valuation Period Payments.
(xiii) All payments due by either the Purchaser or the Vendors hereunder shall be made within 5 Business Days by wire transfer of immediately available funds to such account as is directed by the Purchaser or the Vendors' Representative on behalf of the Vendors, as the case may be and shall bear interest from and including the date such amount is payable under this Section 2.5 but including the date of payment at a rate per annum equal to 14.0%. Such interest shall be compounding interest, calculated daily on the basis of a 365 or 366 day year and the actual number of days elapsed.

2.6 Adjustments for Tax Purposes. Any payments made pursuant to Section 2.4 or 2.5 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

2.7 Consideration Shares.

Any issuance of common shares pursuant to this Section 2.5 is subject to applicable stock exchange and regulatory approvals (and any shareholder approval as may be required thereby), and the Purchaser will use its commercially reasonable efforts to make such filings or obtain such approvals as may be required.

2.8 Payment Obligations of the Vendors.

All payments due to the Purchaser by the Vendors under Section 2.4 or 2.5 hereof, shall be payable by each Vendor in accordance with his or her Pro Rata Interest and, in the case of payments payable by the Corporation Shareholder Vendors only, in accordance with their Pro Rata Interest relative to each other. No Vendor shall be responsible for any amount owing by another Vendor under Section 2.4 or 2.5.

2.9 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares contemplated hereby shall take place at a closing (the "Closing") to be held at 1:00 p.m., Toronto time (the "Closing Time") on September 1, 2020, or at such other time or on such other date as the Vendors and the Purchaser may mutually agree upon in writing (the day on which the Closing takes place being the "Closing Date"). In lieu of a physical Closing, the Parties agree that all requisite Closing documents may be exchanged electronically at the Closing, and that documents so exchanged shall be binding for all purposes. The Parties intend that the transactions provided for in this Agreement shall close simultaneously with the signing of this Agreement. Upon signing of this Agreement there are no conditions to either Party's obligations to complete, conclude, and close the transactions provided for in this Agreement. This Agreement and the Transaction Documents shall be deemed effective and delivered as of the Closing.

3. Representations and Warranties of the Vendors

Each of the Vendors, joint and severally, represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that, except as otherwise disclosed herein:

3.1 Authorization. The Corporation is a corporation duly incorporated, validly existing and in good standing under the Laws of Alberta. The Corporation has full legal capacity, power and authority to enter into this Agreement and the Transaction Documents, to carry out its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Transaction Documents have been duly executed and delivered by the Corporation and, assuming due authorization, execution and delivery by Purchaser and the other parties hereto and thereto, represent the legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with their respective terms. This Agreement and each of the Transaction Documents have been duly authorized by the Corporation.

3.2 No Conflict; Consents. Except as set forth in Schedule 3.2 of the Disclosure Letter (the items set forth thereon, the "Required Consents"), the execution, delivery and performance by the Corporation of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any organizational or governing documents of the Corporation; (b) violate or conflict with any judgment, order, Law, rule or regulation applicable to the Corporation; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any Contract to which the Corporation is a party or by which any of the assets or the properties of the Corporation are bound; or (d) result in the creation or imposition of any Encumbrance with respect to, or otherwise have an adverse effect upon, the properties or assets of the Corporation or the Purchased Shares.
3.3 Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for any of the Vendors, or is entitled to any fee, commission or similar payment, in each case, in connection with this Agreement or the transactions contemplated hereunder.
3.4 Organization and Authority. The Corporation has all requisite power and authority and all qualifications, authorizations, licenses and permits necessary to own and operate its businesses. The Corporation is duly formed, validly existing and in good standing under the laws of Alberta. The Corporation is duly qualified or authorized to do business and is in good standing under the Laws of each jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, which such jurisdictions are listed in Schedule 3.4 of the Disclosure Letter. This Agreement and each of the Transaction Documents have been authorized by all requisite corporate action, duly executed and delivered by the Corporation, and, assuming due authorization, execution and delivery by Purchaser, represent legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their respective terms.
3.5 Capitalization. Schedule 3.5 of the Disclosure Letter sets forth a true, correct, and complete list of the authorized, issued, and outstanding shares of the Corporation. The issued and outstanding shares have been duly authorized and validly issued and are fully paid and non-assessable. Except as set out in Schedule 3.5 of the Disclosure Letter, there are no other securities of the Corporation authorized, issued, reserved for issuance or outstanding (including any rights, subscriptions, warrants, options, conversion rights, calls, commitments or plans, or agreements of any kind which would enable any Person to purchase or otherwise acquire any securities of the Corporation, including securities convertible, exercisable, or exchangeable for shares or other securities of the Corporation). There are no contracts to which the Corporation is a party or by which it is bound to (i) repurchase, redeem, or otherwise acquire any shares of, or other equity or voting interest in, the Corporation, or (ii) dispose of any shares of the Corporation. No person has any right of first offer, right of first refusal, or pre-emptive right in connection with any future offer, sale, or issuance of any securities of the Corporation. The Purchased Corporation Shares represent, in the aggregate, all of the issued and outstanding shares of the Corporation.
3.6 Shareholder Agreements. There are no shareholder agreements, other than the Shareholder Agreement, governing the affairs of the Corporation or the relationship, rights and duties of its shareholders, nor are there any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any Corporation Shares.
3.7 Financial Statements. The Financial Statements: (x) have been prepared in accordance with ASPE, (y) have been prepared on a consistent basis throughout the periods covered and presents fairly in all material respects the financial condition of the Corporation as of such dates and the results of operations of the Corporation for such periods, and (z) is consistent with the books and records and financial accounts of the Corporation. Except as set forth in the Financial Statements, there are no off-balance sheet transactions, arrangements or obligations (including contingent obligations). There has been no, and there does not currently exist, any fraud, nor the existence of or allegation of financial improprieties that involves management of the Corporation.
3.8 Accounts Receivable. Subject to any AR Reserve, the accounts receivable reflected in the Financial Statements or arising after the date thereof and included in the calculation of the Purchase Price (a) represent sales actually made to customers of the Corporation (none of whom are a Vendor or Affiliate (including any officer, director, manager or controlling person thereof) of any Vendor) in the Ordinary Course, or valid claims as to which full performance has been rendered by the Corporation, (b) constitute only undisputed claims of the Corporation not subject to claims of set-off or other defenses or counterclaims, (c) are not subject to any deductions, free services, rebates, discounts or other deferred price or quantity adjustments and (d) to the extent uncollected as of the Closing Date, are collectible, in full in the Ordinary Course.
3.9 No Undisclosed Liabilities. The Corporation does not have any Liabilities, except (i) those which are adequately reflected on the Interim Balance Sheet, and (ii) those which have been incurred in the Ordinary Course since the date of the Interim Balance Sheet (none of which exceed $5,000.00 individually, or $10,000.00 in the aggregate, or relates to breach of contract, breach of warranty, tort, infringement or violation of Law).
3.10 Conduct of Business. Since the date of the Financial Statements, (1) nothing has had or would reasonably be expected to have a material and adverse effect upon the operations, assets, liabilities, financial condition, value, or employee, customer or supplier relations of the Corporation, and, (2) the Corporation has operated in the Ordinary Course and has not:
- (a) entered into, amended, modified, terminated any Material Contract, or waived, released, assigned, or granted any consent under any Material Contract or claim or right thereunder, or settled any Proceeding;
- (b) transferred, subjected to any Encumbrance, or otherwise disposed of any tangible assets of the Corporation;
- (c) changed or rescinded any Tax or accounting principles, practices, policies, elections, or methods; or acted or failed to act, other than in the

Ordinary Course, to settle, extend, enter into any agreements or submit any filings or amendments in respect of, or fail to pay when due any Tax, Tax Liability, Tax Return, or any other arrangement in respect of Taxes;

(d) increased wages or compensation other than increases of not less than 5% in the Ordinary Course, or modified, adopted or terminated any Employee Plan, other than as required by Law or existing Contract;
(e) made or committed to make any capital expenditures in excess of $10,000 individually or $20,000 in the aggregate, or failed to make or delayed any budgeted capital expenditures in excess of $10,000 individually or $20,000 in the aggregate; or
(f) accelerated to pre-Closing periods accounts receivables that would customarily, based upon past practice, be collected in post-Closing periods or (ii) delayed the payment of any accounts payable that would customarily, based upon past practice, have been paid in pre-Closing periods.

3.11 Taxes.

(a) The Corporation has withheld all amounts required by applicable Law to be withheld from payments made by it prior to the Closing with respect to all employees, including those with respect to income Tax withholdings, pension plan contributions and employment or unemployment insurance premiums and remittances, and has remitted all such amounts to the appropriate Governmental Authority within the times required by applicable Laws. The Corporation has withheld and remitted to the appropriate Taxing Authority all Taxes required to have been withheld and remitted prior to the Closing in connection with amounts paid or owing to any Contractor, creditor, equity holder or other Person.
(b) All Tax Returns required to be filed by or on behalf of the Corporation have been timely filed in accordance with all applicable Laws, and all such Tax Returns are correct and complete in all material respects. The Corporation is not currently a beneficiary of any extension of time within which to file any Tax Return. All Taxes due and payable by the Corporation prior to Closing (whether or not shown as due and payable on any Tax Return) have been timely paid to the appropriate Taxing Authority. The Corporation has not been granted, nor has had granted on its behalf, any extension or waiver of the statute of limitations period applicable to any Tax Return or within which any Tax may be assessed or collected by any Taxing Authority, which period (after giving effect to such extension or waiver) has not yet expired.
(c) No Tax Return of the Corporation has been audited by any Taxing Authority. There is no Proceeding now pending or, to the Vendors' Knowledge, threatened against or with respect to the Corporation in respect of any Taxes. There are no Encumbrances for Taxes upon the assets or properties of the Corporation, except for the Permitted Encumbrances.
(d) Schedule 3.11 of the Disclosure Letter contains a list of all jurisdictions (whether foreign or domestic) to which the Corporation pays any Tax imposed on overall net income. The Corporation has not received notice of any claim by a Governmental Authority in a jurisdiction where the Corporation does not file Tax Returns that it is or may be subject to taxation by that Governmental Authority.
(e) The Corporation has properly (i) collected and remitted sales and similar Taxes with respect to sales made to its customers prior to the Closing to the extent the same are required by applicable Law and (ii) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, received and retained any appropriate Tax exemption certificates and other documentation qualifying such sales as exempt.
(f) The Corporation is not a party to any Tax sharing, allocation or indemnity agreement, arrangement or similar Contract.
(g) No amount in respect of any outlay or expense that is deductible in computing the income of the Corporation for the purposes of the Tax Act has been owing by the Corporation for longer than two years to a Person with whom it was not dealing at arm's length (for the purposes of the Tax Act) at the time the outlay or expense was made or incurred.
(h) No Taxing Authority has challenged or disputed a filing position taken by the Corporation in any Tax Return.
(i) The Corporation has not claimed any reserve or deduction or made any election under the Tax Act, or under any equivalent provision of the taxation legislation of any province or other jurisdiction, that could require an amount to be included in the income of the Corporation for any period ending after the Closing Date.
(j) The Corporation has not, directly or indirectly, transferred property (including intangible property) to, or supplied services to, or acquired property or services from, any Person 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, as the case may be.
(k) For all transactions between the Corporation and any non-resident Person with whom the Corporation was not dealing at arm's length (for the purposes of the Tax Act) during a taxation year commencing after 2012 and ending on or before the Closing Date, the Corporation has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.
(l) There are no circumstances which exist and could result in, or which have existed and resulted in, the application of any of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the

taxation legislation of any province or any other jurisdiction, to the Corporation at any time up to and including the Closing Date in respect of any transaction entered into.

(m) The Corporation is a registrant for the purposes of the Excise Tax Act, with registration number: [tax number]. The Corporation is not, and never has been, a financial institution within the meaning of the Excise Tax Act. All input tax credits claimed by the Corporation under the Excise Tax Act were calculated in accordance with applicable Law. The Corporation has complied in all material respects with all registration, reporting, payment, collection and remittance requirements under the Excise Tax Act and provincial sales tax or harmonized sales tax legislation.
(n) The Corporation has not made any elections in respect of Taxes pursuant to Tax Laws in respect of any taxable period ending on or after December 31, 2019.
3.12 Subsidiaries. The Corporation does not have any subsidiaries or hold any shares or other securities of any other Person.
3.13 Real Property. The Corporation does not own, nor has the Corporation ever owned, any real property. Schedule 3.13 of the Disclosure Letter lists the address of each facility leased, subleased, licensed or otherwise used by the Corporation (the "Leased Properties"), together with the name of the landlord, the monthly or annual rent, the remaining term and any renewal options, a brief description of the approximate square footage and the general purpose (e.g., office, warehouse, etc.). None of the Leased Properties have suffered any material damage by fire or other casualty during the Corporation's occupancy of such Leased Property which has not been repaired and restored in all material respects. All consents, notices or other actions required from, to or with respect to any other Person, in connection with the transactions contemplated hereby, under each Contract for the lease of Leased Property are set forth in Schedule 3.13 of the Disclosure Letter.
3.14 Assets. The Corporation has good and marketable title to, or a valid leasehold interest in, all of its tangible personal property and assets free and clear of all Encumbrances other than the Permitted Encumbrances and those Encumbrances listed in Schedule 3.14 of the Disclosure Letter. The tangible personal property and assets of the Corporation are free from material defects and in good operating condition and repair (subject to normal wear and tear), and have been maintained, in all material respects, in accordance with all maintenance schedules, normal industry practices and applicable Law. The Business is and has been conducted only through the Corporation, and the assets and properties, tangible and intangible, currently owned, leased or licensed by the Corporation constitute all of the assets and properties necessary or desirable for the continued conduct of the Corporation's businesses after the Closing in substantially the same manner as conducted prior to the Closing.
3.15 Intellectual Property. Schedule 3.15 of the Disclosure Letter contains a complete list (specifying whether or not registered and, if applicable, the patent, registration or application number and issuance, registration or filing date and the termination or expiration thereof) of all (i) trademark and service mark registrations and pending

registration applications, social media accounts, and Internet domain name registrations and addresses owned or used by the Corporation, (ii) patents and pending patent applications of the Corporation, (iii) copyright registrations and pending registration applications of the Corporation, (iv) all unregistered trademarks and service marks used in the conduct or operation of the Business as it is currently conducted that are owned by the Corporation, (v) unpatented inventions owned by the Corporation for which written documentation describing such inventions exists, (vi) registered industrial designs, and (vii) all registered or unregistered Intellectual Property Rights licensed to the Corporation or otherwise used in the Business (other than generally commercially available, off the shelf software programs licensed pursuant to shrink wrap or "click to accept" agreements) and all Internet addresses registered to the Corporation or otherwise used in the Business, which list comprises all material Intellectual Property Rights used in or necessary for the operation of the Corporation's businesses (the "Corporation IP"). To the Vendors' Knowledge, the Corporation has not infringed, misappropriated or otherwise violated the Intellectual Property Rights of any Person, nor has any Person infringed, misappropriated or otherwise violated any Corporation IP. No employee or Contractor has entered into a written agreement assigning to the Corporation ownership of any Intellectual Property Rights created, developed, modified, or reduced to practice during the course of such Person's employment or engagement by the Corporation. Each employee and contractor has entered into a written agreement agreeing to keep confidential all confidential information of the Corporation. To the Vendors' Knowledge the Corporation owns and possesses all right, title and interest in and to all such Intellectual Property Rights. With respect to the employees and independent contractors who contributed to the creation, invention, modification, or improvement of any material Intellectual Property Rights purportedly owned by the Corporation, in whole or in part, the Corporation has not obtained enforceable written waivers of moral rights. There has been no unauthorized access to or improper disclosure of any Corporation IP. The Corporation has adopted reasonable technical measures to protect the confidentiality, security and integrity of data and personally identifiable information maintained, processed or transmitted by or through the Corporation's Systems. There have been no material failures, breakdowns, outages, or unavailability of any of the Corporation's Systems in the past three years. The Corporation has not experienced any incident in which personally identifiable information of customers or other Persons was or may have been stolen, improperly accessed through the Systems or the subject of an incident involving the improper access to the personally identifiable information of a customer or other Person that required or requires notice thereof to any Person under any applicable Law.

3.16 Data Privacy. With respect to data collection, use, privacy, protection, and security, the Corporation has complied in all material respects with all applicable Laws, all additional or higher leading industry standards or requirements, and the Corporation's internal policies and privacy policies, and no notices have been received by nor any claims, charges, or complaints have been made against the Corporation by any Governmental Authority or other Person alleging a violation of any such Laws or industry standards. The Corporation has not experienced any incident in which Corporation Data was or, to the Vendors' Knowledge, may have been stolen or improperly accessed, including any breach of security or any notices or complaints from any Person regarding any such information. The Corporation has never failed a privacy or data security audit conducted by any of its customers nor lost any customers as a result of any such privacy or data security audit.

3.17 Material Contracts. Schedule 3.17 of the Disclosure Letter sets forth a correct and complete list of all Material Contracts. All Material Contracts are valid, binding and enforceable in accordance with their respective terms. The Corporation has performed all material obligations required to be performed by it and is not in default under or in breach of or in receipt of any written, or to the Vendors' Knowledge, other claim of default or breach under any Material Contract. To the Vendors' Knowledge, no event has occurred with which the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by the Corporation under any Material Contract to which the Corporation is subject (including, without limitation, by virtue of consummating the transactions contemplated under this Agreement). To the Vendors' Knowledge of any breach or anticipated breach by any other party to any Material Contract. The Vendors have made available to Purchaser a correct and complete copy of all Material Contracts, together with all amendments, exhibits, attachments, waivers or other changes thereto.
3.18 Insurance. Schedule 3.18 of the Disclosure Letter sets forth a correct and complete list and brief description (including all applicable premiums and deductibles, and renewal dates) of all current policies or binders of liability, real and personal property, workers' compensation, vehicular, directors' and officers' liability, fiduciary liability and other casualty and property insurance maintained by or for the benefit of the Corporation and relating to the assets, business, operations, employees, officers and directors or managers of the Corporation (collectively, the "Insurance Policies"). Correct and complete copies of such Insurance Policies have been made available to Purchaser. Such Insurance Policies are in full force and effect and will expire upon consummation of the transactions contemplated by this Agreement. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Corporation and are sufficient for compliance with all applicable Laws and Contracts to which the Corporation is a party or by which it is bound. The Corporation has not received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any Insurance Policies. All premiums due prior to the Closing on such Insurance Policies have been paid prior to Closing in accordance with the payment terms of each Insurance Policy. There are no claims pending as to which coverage has been questioned, denied or disputed. The Corporation does not maintain any self-insured or co-insurance programs.
3.19 Legal Proceedings. Other than as set forth in Schedule 3.19 of the Disclosure Letter, there are no Proceedings pending or, to the Vendors' Knowledge, threatened against, related to or affecting the Corporation, its businesses, operations or assets, or that could affect the consummation of the transactions contemplated by this Agreement. None of the items set forth in Schedule 3.19 of the Disclosure Letter, if adversely determined, could reasonably be expected to have a material and adverse effect on the Corporation or its businesses, operations or assets.
3.20 Compliance with Laws; Permits. The Corporation is now and has been in material compliance with all applicable Laws and Orders. In the past five years, the Corporation has not received written or, to the Vendors' Knowledge, other notice from any Governmental Authority or any other Person regarding any actual, alleged, or potential violation of, or failure to comply with, or Liability (including Tax Liability) under any applicable Law or Order. Schedule 3.20 of the Disclosure Letter sets forth a correct and complete list and description of all Permits held by the Corporation and

such Permits are the only Permits required to conduct the businesses of the Corporation. The Corporation is in material compliance with the terms of such Permits and there is no pending or, to the Vendors' Knowledge, threatened termination, suspension, withdrawal or revocation of any of such Permits. Each Permit is valid and in full force and effect, and none of the Permits will lapse, terminate, expire or otherwise be impaired as a result of the performance of this Agreement by the Corporation or the consummation of the transactions contemplated hereby.

3.21 Employee Matters.

(a) Schedule 3.21 of the Disclosure Letter sets forth a correct and complete list of all employees and Contractors of the Corporation, their respective positions, work locations, designation as full or part-time or temporary, classification as exempt or non-exempt from the overtime requirements under applicable Laws, whether or not such Person is an Affiliate (including any officer, director, manager or controlling person thereof) of the Vendor, whether any employee is inactive on paid or unpaid leave of absence, and such Person's annual salary, hourly rate of pay or fee, as applicable, and total compensation (including salary, bonuses and commissions), in each case as of the Closing Date, and each such Person's total compensation (including salary, bonuses and commissions) for the prior calendar year. No employee has terminated his or her employment with the Corporation, nor has the Corporation received notice that any employee intends, anticipates or otherwise expects to terminate his or her employment with the Corporation or change, adjust, alter or otherwise modify any of the terms or their employment.
(b) The Corporation is not a party to or bound by any union Contract, collective bargaining agreement or other similar type of Contract, and no organizational attempt has been made or threatened by or on behalf of any labor union, employee association or collective bargaining unit with respect to any employees or Contractors of the Corporation. The Corporation has not experienced any labor strike, dispute, slowdown or stoppage or any other labor difficulty during the past five years. There are no employment-related charges, complaints, grievances, investigations, inquiries or obligations of any kind, pending or threatened, relating to any alleged violation or breach by the Corporation (or its officers, directors or managers) of any Law or Contract and to the Vendors' Knowledge no employee or agent of the Corporation has committed any act or omission giving rise to Liability for any such violation or breach.
(c) Neither the execution, delivery and performance of this Agreement or the Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby will (i) result in any payment becoming due from the Corporation to any employee or Contractor, (ii) increase any benefits payable under any Contract between the Corporation and any employee or Contractor, or (iii) accelerate the time of payment or vesting of any benefits under any such Contract. The Corporation is not a party to any employment, consulting, agency or similar Contract or

arrangement, and there is no agreement for the employment of any employee or engagement of any Contractor, which cannot be terminated on reasonable notice without penalty.

(d) No employee or Contractor of the Corporation is employed or engaged pursuant to a work permit or study permit issued under the Immigration and Refugee Protection Act and the Corporation has complied with all applicable Laws with respect to the employment or engagement of any foreign national.
(e) No written or, to the Vendors' Knowledge, other allegations of sexual harassment have been made against any legal or beneficial owner, officer or supervisor-level employee of the Corporation and the Corporation has not entered into any settlement agreement related to allegations of sexual harassment by any legal or beneficial owner, officer or supervisor-level employee of the Corporation.

3.22 Employee Benefit Plans.

(a) Schedule 3.22 of the Disclosure Letter sets forth a complete list of all Employee Plans together with the renewal dates of each Employee Plan, and correct and complete copies of material Employee Plan documents, agreements and data have been made available to Purchaser (including the current plan document and summary plan description, current trust agreements, insurance contracts and other documents relating to the funding, payment, insuring or administration of the benefits provided by the Employee Plan). Where such Employee Plans are oral commitments, written summaries of the terms thereof have been made available to Purchaser.
(b) Each Employee Plan has been maintained, funded, operated, and administered in material compliance with its terms and any related documents or agreements and in material compliance with all applicable Laws. No Employee Plan is, and the Corporation has no Liability (including Tax Liability) or potential Liability (including Tax Liability) with respect to, a "defined benefit provision," a "registered pension plan," or a "multiemployer plan," in each case, as defined in and subject to the Tax Act. No Employee Plan provides post-termination or retiree health or welfare benefits other than as required by applicable Laws. All (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses and other amounts due and payable under, and (iii) contributions, transfers or payments required to be made to, any Employee Plan prior to the Closing Date will have been paid on or before the Closing Date.
3.23 Environmental Matters. The Corporation has complied and is in compliance with, in all material respects, all Environmental Laws. The Corporation has not received any written or, to the Vendors' Knowledge, other notice or other information regarding any violation of, or any Liability under, any Environmental Law with respect to the Corporation's or any Corporation Predecessor's past or current operations, properties or facilities. The Corporation has not assumed, undertaken, or provided

an indemnity with respect to or otherwise become subject to any Liability of another Person relating to any Environmental Laws. The Corporation has made available to Purchaser all environmental audits, reports and all other material environmental documents relating to the Leased Properties or the Corporation's, or its Affiliates' or Corporation Predecessor's, past or current properties, facilities or operations which are in its possession or control.

3.24 Customers and Suppliers. Schedule 3.24 of the Disclosure Letter sets forth a list of the top 10 customers of the Corporation (based on the dollar amount of sales) for the fiscal year ended 2019 and year-to-date, and the dollar amount of sales to each such customer during such period (collectively, the "Material Customers"). Schedule 3.24 of the Disclosure Letter sets forth a list of the top 10 suppliers of the Corporation (based on the dollar amount of purchases) for the fiscal year ended 2019 and year-to-date, and the dollar amount of purchases from such suppliers during such period (collectively, the "Material Suppliers"). No Material Customer or Material Supplier has terminated its relationship with the Corporation, nor has the Corporation received notice that any such Material Customer or Material Supplier intends, anticipates or otherwise expects to stop or reduce the amount of business it does with the Corporation or change, adjust, alter or otherwise modify any of the terms (whether related to payment, price or otherwise) of its relationship with the Corporation (whether as a result of the consummation of the transactions contemplated hereby or otherwise). The Corporation is not involved in any claim, dispute or controversy with any Material Customer or Material Supplier.
3.25 Related Party Transactions. Except as set forth in Schedule 3.25 of the Disclosure Letter and except with respect to the payment of ordinary employment wages and reimbursement of out-of-pocket expenses in the Ordinary Course, no Related Party (a) manages, controls, is employed or engaged by, or has or has had any interest in any Person who competes with the Corporation, or with which the Corporation is affiliated, or with which the Corporation or any of its Affiliates (including any officer, director, manager or controlling person thereof) has a significant business relationship, (b) has or has had any interest in any property, asset or right owned or used by the Corporation in the Business (other than the Vendor as current or previous owners of the Corporation Shares), (c) is or has been party to any agreement or transaction with the Corporation, or receives or has received any payment or benefit from the Corporation, or (d) is obligated to repay the Corporation in respect of any outstanding indebtedness or is entitled to repayment by the Corporation in respect of any outstanding indebtedness.
3.26 Certain Payments. No Related Party nor any other Person acting on behalf of or associated with the Corporation, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback or other payment to any Person, regardless of form, in order to obtain favorable treatment or special concessions or for favorable treatment or special concessions already obtained, for or in respect of the Corporation in violation of any applicable Law, or (b) established or maintained any fund or asset with respect to the Corporation that has not been recorded in the books and records of such Corporation.

3.27 Organizational and Governance Matters.

(a) Schedule 3.27 of the Disclosure Letter sets forth a correct and complete list of (i) the name and address of each bank with which the Corporation has an account, safe deposit box or lockbox, (ii) the name of each Person authorized to draw thereon or have access thereto and (iii) the account number for each bank account of the Corporation.
(b) The books and records of the Corporation have been maintained in a manner reasonably customary for a company the size of the Corporation, and, as of the Closing, will be located at the Corporation's headquarters or otherwise fully accessible by and available to Purchaser without cost or delay.
(c) Schedule 3.27 of the Disclosure Letter sets forth a list of (i) all officers of the Corporation, (ii) all directors of the Corporation, as applicable, and (iii) all outstanding powers of attorney executed on behalf of the Corporation.
3.28 Disclosure. To the Vendor's Knowledge, no representation or warranty in this Agreement or any other Transaction Document regarding Corporation contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

4. Representations of the Corporation Shareholder Vendors

Each of the Corporation Shareholder Vendors, severally and not jointly and severally, represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that, except as otherwise disclosed herein:

4.1 Capacity. He or she has attained the age of majority and is legally competent to execute this Agreement and all other agreements and instruments to be executed by him or her as contemplated herein and to perform its obligations hereunder and thereunder.. He or she has duly executed and delivered this Agreement and each of the Transaction Documents and, assuming due authorization, execution and delivery by Purchaser and the other parties hereto and thereto, represents his or her legal, valid and binding obligation enforceable against him or her in accordance with their respective terms.
4.2 No Bankruptcy Proceedings. He or she is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada).
4.3 No Conflict; Consents. His or her execution, delivery and performance of this Agreement and the Transaction Documents and his or her consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any judgment, order, Law, rule or regulation applicable in that applies to him or her; (b) require the consent, notice or other action by any Person; or (c) result in the creation or imposition of any Encumbrance with respect to, his or her Purchased Corporation Shares.
4.4 Residence. He or she is not a non-resident of Canada for purposes of section 116 of the Tax Act.
4.5 Ownership. As of immediately prior to the Closing, he or she is the registered and beneficial owner of all of the Purchased Corporation Shares set forth across from his or her name in Schedule 4.5 of the Disclosure Letter, and he or she has good title to such Purchased Corporation Shares and the absolute right to sell to the Purchaser the Purchased Corporation Shares, free and clear of all Encumbrances (other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of the Corporation). No Person, other than the Purchaser by virtue of this Agreement, has, or has any right capable of becoming, any agreement, option, right, or privilege for the purpose of acquiring from him or her any of his or her Purchased Corporation Shares. There are no restrictions of any kind on the transfer of the Purchased Corporation Shares other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of the Corporation. He or she is not a party to any contract or commitment that could require him or her to sell, transfer, or otherwise dispose of any of the Shares (other than this Agreement). The Corporation Shareholder Vendor holds only those Corporation Share listed in Schedule 4.5 of the Disclosure Letter, and no other shares or securities in the capital of the Corporation including any options, warrants, rights of first refusal or other rights to purchase any securities of the Corporation nor any other commitments of any kind for the issuance of additional securities of the Corporation.
4.6 Litigation. There is no Proceeding pending or threatened, and he or she is not otherwise aware of any Proceeding, that question the legality, validity or enforceability of this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby or that could reasonably be expected to impair his or her ability to sell, transfer or convey good and valid title to his or her Purchased Corporation Shares or perform any of his or her other obligations under this Agreement or the Transaction Documents.
4.7 Claims Against the Corporation. As of the Closing Date**,** he or she has no claim or potential claim against the Corporation and is not owed any funds from the Corporation for any reason, whether on account of salary, fees, bonuses, compensation, dividends or any amounts whatsoever with the exception of accrued commissions and expense accounts that incurred in Ordinary Course and do not exceed $500, in the aggregate.
4.8 Family Law. No triggering event has occurred, order issued or claim commenced under the Family Law Act (British Columbia) or any similar legislation, which would or does affect the Purchased Corporation Shares in any manner whatsoever.

5. Representations of the Holdco Shareholder Vendors

Each of the Holdco Shareholder Vendors, severally and not jointly, represents and warrants to the Purchaser (and acknowledges that the Purchaser is relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that, except as otherwise disclosed herein:

5.1 Capacity. He or she has attained the age of majority and is legally competent to execute this Agreement and all other agreements and instruments to be executed by him or her as contemplated herein and to perform its obligations hereunder and thereunder. He or she has duly executed and delivered this Agreement and each of the Transaction Documents and, assuming due authorization, execution and delivery by Purchaser and the other parties hereto and thereto, represents his or her legal, valid and binding obligation enforceable against him or her in accordance with their respective terms.

5.2 No Bankruptcy Proceedings. He or she is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada).
5.3 No Conflict; Consents. His or her execution, delivery and performance of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate or conflict with any organizational or governing documents of his or her Holdco; (b) violate or conflict with any judgment, order, Law, rule or regulation applicable to it or his or her Holdco; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any Person the right to accelerate, terminate, modify or cancel any Contract to which he or she is a party or by which any of its assets or the properties are bound; or (d) result in the creation or imposition of any Encumbrance with respect to, or otherwise have an adverse effect upon, its properties or assets or the Purchased Holdco Shares held by him or her as set forth on Schedule 5.3 to the Disclosure Letter.
5.4 Residence. He or she is not a non-resident of Canada for purposes of section 116 of the Tax Act.
5.5 Ownership of Holdco Shares. As of immediately prior to the Closing, the registered and beneficial owners of all of the Purchased Holdco Shares set forth across from his or her name in Schedule 5.5 of the Disclosure Letter attached hereto, and he or she have good title to such Purchased Holdco Shares and the absolute right to sell to the Purchaser the Purchased Holdco Shares, free and clear of all Encumbrances (other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of the Holdco). No Person, other than the Purchaser by virtue of this Agreement, has, or has any right capable of becoming, any agreement, option, right, or privilege for the purpose of acquiring from him or her any of the Purchased Holdco Shares. There are no restrictions of any kind on the transfer of the Purchased Holdco Shares other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of his or her Holdco. He or she is not a party to any contract or commitment that could require him or her to sell, transfer, or otherwise dispose of any of the Purchased Holdco Shares (other than this Agreement). The Holdco Shareholder Vendor holds only those Holdco Purchased Shares listed in Schedule 5.5 of the Disclosure Letter, and no other shares or securities in the capital of his or her Holdco including any options, warrants, rights of first refusal or other rights to purchase any securities of his or her Holdco nor any other commitments of any kind for the issuance of additional securities of his or her Holdco.
5.6 Capitalization. Schedule 5.6 of the Disclosure Letter sets forth a true, correct, and complete list of the authorized, issued, and outstanding shares of his or her Holdco. The issued and outstanding shares of his or her Holdco have been duly authorized and validly issued and are fully paid and non-assessable. Except as set out in

Schedule 5.6 of the Disclosure Letter hereto there are no other securities of his or her Holdco authorized, issued, reserved for issuance or outstanding (including any rights, subscriptions, warrants, options, conversion rights, calls, commitments or plans, or agreements of any kind which would enable any Person to purchase or otherwise acquire any securities of his or her Holdco, including securities convertible, exercisable, or exchangeable for shares or other securities of his or her Holdco). There are no contracts to which he or she is a party or by which he or she is bound to (i) repurchase, redeem, or otherwise acquire any shares of, or other equity or voting interest in, his or her Holdco, or (ii) dispose of any shares of his or her Holdco. No person has any right of first offer, right of first refusal, or pre-emptive right in connection with any future offer, sale, or issuance of any securities of his or her Holdco. The Purchased Holdco Shares set forth across from his or her name on Schedule 5.6 of the Disclosure Letter represent, in the aggregate, all of the issued and outstanding shares of his or her Holdco.

5.7 Litigation. There is no Proceeding pending or threatened, and he or she is not otherwise aware of any Proceeding, that question the legality, validity or enforceability of this Agreement, the Transaction Documents to which he or she is a party or any of the transactions contemplated hereby or thereby or that could reasonably be expected to impair his or her ability to sell, transfer or convey good and valid title to the Purchased Holdco Shares held by him or her or the Corporation Shares held by his or her Holdco or his or her ability to perform any of its other obligations under this Agreement or the Transaction Documents.
5.8 Ownership of Corporation Shares As of immediately prior to the Closing, his or her Holdco is the legal and beneficial owner of all of the Corporation Shares set forth across from its name in Schedule 5.8 to the Disclosure Letter and his or her Holdco has good title to such Corporation Shares, free and clear of all Encumbrances (other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of the Corporation) and is not a party to any contract or commitment that could require it to sell, transfer, or otherwise dispose of any of the Corporation Shares (other than this Agreement). No Person, has, or has any right capable of becoming, any agreement, option, right, or privilege for the purpose of acquiring from his or her Holdco any of the Corporation Shares held by it. There are no restrictions of any kind on the transfer of the Corporation Shares held by such Holdco other than restrictions on transfer of securities under applicable securities Laws and any restrictions contained in the constating documents of the Corporation. His or Holdco holds only those Corporation Shares listed in Schedule 5.8 to the Disclosure Letter, and no other shares or securities in the capital of the Corporation including any options, warrants, rights of first refusal or other rights to purchase any securities of the Corporation nor any other commitments of any kind for the issuance of additional securities of the Corporation.
5.9 Financial Statements. The Holdco Financial Statements: (x) have been prepared in accordance with GAAP (y) have been prepared on a consistent basis throughout the periods covered and presents fairly in all material respects the financial condition of the Holdco as of such dates and the results of operations of the Holdco for such periods, and (z) is consistent with the books and records and financial accounts of the Holdco. Except as set forth in the Holdco Financial Statements, there are no offbalance sheet transactions, arrangements or obligations (including contingent obligations). There has been no, and there does not currently exist, any fraud, nor

the existence of or allegation of financial improprieties that involves the Holdco Shareholder Vendor.

5.10 No Undisclosed Liabilities. The Holdco does not have any Liabilities, except those which are adequately reflected on the Holdco Financial Statements,

5.11 Taxes.

(a) It has withheld all amounts required by applicable Law to be withheld from payments made by it prior to the Closing with respect to all employees, including those with respect to income Tax withholdings, pension plan contributions and employment or unemployment insurance premiums and remittances, and has remitted all such amounts to the appropriate Governmental Authority within the times required by applicable Laws. It has withheld and remitted to the appropriate Taxing Authority all Taxes required to have been withheld and remitted prior to the Closing in connection with amounts paid or owing to any Contractor, creditor, equity holder or other Person.
(b) All Tax Returns required to be filed by or on behalf of the Holdco have been timely filed in accordance with all applicable Laws, and all such Tax Returns are correct and complete in all material respects. It is not currently a beneficiary of any extension of time within which to file any Tax Return. All Taxes due and payable by the Holdco prior to Closing (whether or not shown as due and payable on any Tax Return) have been timely paid to the appropriate Taxing Authority. It has not been granted, nor has had granted on its behalf, any extension or waiver of the statute of limitations period applicable to any Tax Return or within which any Tax may be assessed or collected by any Taxing Authority, which period (after giving effect to such extension or waiver) has not yet expired.
(c) No Tax Return of the Holdco has been audited by any Taxing Authority. There is no Proceeding now pending or, to the Holdco Shareholder Vendor's Knowledge, threatened against or with respect to the Holdco in respect of any Taxes. There are no Holdco Encumbrances for Taxes upon the assets or properties of the Holdco, except for the Permitted Encumbrances.
(d) Other than Canada and the provincial jurisdiction of their incorporation, there is no jurisdiction (whether foreign or domestic) to which it pays any Tax imposed on overall net income. It has not received notice of any claim by a Governmental Authority in a jurisdiction where it does not file Tax Returns that it is or may be subject to taxation by that Governmental Authority.
(e) It has properly (i) collected and remitted sales and similar Taxes with respect to sales made to its customers prior to the Closing to the extent the same are required by applicable Law and (ii) for all sales that are exempt from sales and similar Taxes and that were made without charging or remitting sales or similar Taxes, received and retained any

appropriate Tax exemption certificates and other documentation qualifying such sales as exempt.

(f) It is not a party to any Tax sharing, allocation or indemnity agreement, arrangement or similar Contract.
(g) No amount in respect of any outlay or expense that is deductible in computing the income of the Holdco for the purposes of the Tax Act has been owing by the Holdco for longer than two years to a Person with whom it was not dealing at arm's length (for the purposes of the Tax Act) at the time the outlay or expense was made or incurred.
(h) No Taxing Authority has challenged or disputed a filing position taken by the Holdco in any Tax Return.
(i) It has not claimed any reserve or deduction or made any election under the Tax Act, or under any equivalent provision of the taxation legislation of any province or other jurisdiction, that could require an amount to be included in the income of the Holdco for any period ending after the Closing Date.
(j) It has not, directly or indirectly, transferred property (including intangible property) to, or supplied services to, or acquired property or services from, any Person 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, as the case may be.
(k) For all transactions between the Holdco and any non-resident Person with whom the Holdco was not dealing at arm's length (for the purposes of the Tax Act) during a taxation year commencing after 2012 and ending on or before the Closing Date, the Holdco has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.
(l) There are no circumstances which exist and could result in, or which have existed and resulted in, the application of any of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the taxation legislation of any province or any other jurisdiction, to the Holdco Shareholder Vendor at any time up to and including the Closing Date in respect of any transaction entered into.
(m) It is a registrant for the purposes of the Excise Tax Act, with the registration it has provided to the Purchaser in writing: It is not, and never has been, a financial institution within the meaning of the Excise Tax Act. All input tax credits claimed by the Holdco under the Excise Tax Act were calculated in accordance with applicable Law. It has complied in all material respects with all registration, reporting, payment, collection and remittance requirements under the Excise Tax Act and provincial sales tax or harmonized sales tax legislation.
(n) It has not made any elections in respect of Taxes pursuant to Tax Laws in respect of any taxable period ending on or after December 31, 2019.
5.12 No Assets. His or her Holdco does not carry on any business and has not ever carried on any business and has no assets other than the Corporation Shares set across from its name on Schedule 5.12 of the Disclosure Letter.
5.13 Legal Proceedings. There are no Proceedings pending or, to the Holdco Shareholder Vendor's Knowledge, threatened against, related to or affecting the Holdco, its businesses, operations or assets, or that could affect the consummation of the transactions contemplated by this Agreement..
5.14 Family Law. No triggering event has occurred, order issued or claim commenced under the Family Law Act (British Columbia) or any similar legislation, which would or does affect the Holdco Purchased Shares in any manner whatsoever.
5.15 Claims Against the Corporation. Neither he or she nor his or her Holdco has any claim or potential claim against the Corporation and is not owed any funds from the Corporation for any reason, whether on account of salary, fees, bonuses, compensation, dividends or any amounts whatsoever.

6. Representations and Warranties of the Purchaser.

The Purchaser hereby represents and warrants to the Vendors (and acknowledges that the Vendors are relying upon such representations and warranties in entering into this Agreement and completing the transactions contemplated hereby) that, except as otherwise disclosed herein:

6.1 Organization. The Purchaser is a corporation duly formed, validly existing and in good standing under the Laws of the British Columbia. The Purchaser has the power and authority to execute, deliver and perform fully its obligations under this Agreement and the Transaction Documents. This Agreement and each of the Transaction Documents to which Purchaser is a party have been duly authorized, executed and delivered by Purchaser and, assuming due authorization, execution and delivery by the other parties thereto, represent the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with their respective terms.
6.2 No Conflicts; Consents. Neither the execution of this Agreement or the Transaction Documents, nor the performance by the Purchaser of its obligations hereunder or thereunder, will violate or conflict with Purchaser's articles of incorporation or bylaws or any Law or Order applicable to the Purchaser. No consent, approval or authorization of any Person or Governmental Authority is required in connection with the execution and delivery by the Purchaser of this Agreement or the Transaction Documents or the consummation of the transactions contemplated hereby or thereby.
6.3 Litigation. There are no Proceedings pending or, to the Purchaser's Knowledge, threatened against the Purchaser that question the legality, validity or enforceability of this Agreement, the Transaction Documents or any of the transactions contemplated hereby or thereby or that could reasonably be expected to materially

impair the ability of Purchaser to perform on a timely basis its obligations under this Agreement or the Transaction Documents.

6.4 Brokers. No Person has acted directly or indirectly as a broker, finder or financial advisor for Purchaser, or is entitled to any fee, commission or similar payment, in each case, in connection with this Agreement or the transactions contemplated hereunder.
6.5 Reporting Issuer; Compliance with Securities Laws. The Purchaser is a reporting issuer or the equivalent thereof in the provinces of British Columbia, Alberta and Ontario and is not in default of any requirement under Canadian Securities Laws in any material respect. The Purchaser's information and statements set forth in the Public Record were true, correct, and complete and did not contain any misrepresentation as of the date of such information or statements. The Purchaser has not been subject to a continuous disclosure review or any investigation by a Canadian securities commission.
6.6 No Material Changes. Except as disclosed in the Public Record, since December 31, 2019 there has not been any material change (whether actual, anticipated, contemplated or threatened) in or affecting the business, financial condition, affairs, assets, liabilities (absolute, accrued, contingent or otherwise), operations, revenue, capital or condition of the Purchaser and no event has occurred or circumstance exists which could reasonably be expected to result in such a material change.
6.7 No Cease Trade Orders. No order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Consideration Shares or any other securities of the Purchaser has been issued or made by any securities commission or stock exchange or any other regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the Purchaser's Knowledge, are contemplated or threatened by any such authority.
6.8 Listing. The outstanding common shares of the Purchaser are listed and posted for trading on the TSXV and the Purchaser is not in default of any of its obligations under applicable TSXV policies.

7. Covenants.

7.1 Confidentiality. From and after the Closing, each Vendor shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Corporation, except to the extent that the Vendor can show that such information: (a) is generally available to, and known by, the public through no fault of the Vendor, any of its Affiliates, or any of their respective Representatives; or (b) is lawfully acquired by the Vendor, any of its Affiliates, or any of their respective Representatives from sources that are not prohibited from disclosing such information by a legal, contractual, or fiduciary obligation. If the Vendor, any of its Affiliates, or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Vendor shall promptly notify the Purchaser in writing and shall disclose only that portion of such information that the Vendor is advised by its counsel in writing is legally required to be disclosed; provided that the Vendor shall

use its reasonably best efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

7.2 Governmental Filings, Approvals, and Consents.

(a) The Vendors and the Purchaser shall use their respective commercially reasonable efforts to give all notices to, and obtain all Required Consents.
(b) If any consent, approval, or authorization necessary to preserve any right or benefit under any Contract to which the Corporation is a party is not obtained before the Closing, the Vendors shall, after the Closing, cooperate with the Purchaser and the Corporation in attempting to obtain such consent, approval, or authorization as promptly thereafter as practicable.

7.3 Pre-Closing Tax Period of the Corporation.

(a) Within 120 days of the end of the Pre-Closing Tax Period, the Vendors shall prepare (at their expense) in accordance with applicable Law and past practice of the Financial Statements and after providing the Purchaser with a reasonable opportunity (which, in any event, shall not be fewer than 15 Business Days before the date on which such Tax Returns are required to be filed) to review and upon receipt of the Purchaser's approval (not to be unreasonably withheld, conditioned, or delayed), file, on behalf of and in the name of the Corporation, all income Tax Returns of the Corporation required by Law to be filed for the Pre-Closing Tax Period of the Corporation that are not required to be filed on or before the Closing Date (the "Pre-Closing Tax Return").
(b) If the Purchaser or the Corporation receives an assessment or reassessment (each, an "Assessment") from any Governmental Authority in respect of any Pre-Closing Tax Return or Tax Returns of the Corporation required by Law to be filed for the taxation year of the Corporation commencing on the Closing Date, the Purchaser shall deliver or cause to be delivered to the Vendors' Representative, on behalf of the Vendors a copy of the Assessment within 30 days of receiving the Assessment, provided that failure to do so shall not affect the indemnification provided hereunder except only to the extent that the Vendors shall have been actually prejudiced as a result of such failure. The parties will cooperate in responding to or contesting any Assessment.

7.4 Pre-Closing Tax Period of the Holdcos

(a) Within 120 days of the end of the Pre-Closing Tax Period, each Holdco Shareholder Vendor shall prepare (at its expense) in accordance with applicable Law and past practice of the Holdco Financial Statements and after providing the Purchaser with a reasonable opportunity (which, in any event, shall not be fewer than 15 Business Days before the date on which such Tax Returns are required to be filed) to review and upon receipt of the Purchaser's approval (not to be unreasonably withheld, conditioned, or delayed), file, on behalf of and in the name of the Holdco, all income

Tax Returns of the Holdco required by Law to be filed for the Pre-Closing Tax Period of the Holdco that are not required to be filed on or before the Closing Date (the "Holdco Pre-Closing Tax Return").

(b) If the Purchaser or the Holdco Shareholder Vendor receives an Assessment from any Governmental Authority in respect of any Holdco Pre-Closing Tax Return or Tax Returns of the Holdco required by Law to be filed for the taxation year of the Holdco commencing on the Closing Date, the Purchaser shall deliver or cause to be delivered to the Holdco Shareholder Vendor a copy of the Assessment within 30 days of receiving the Assessment, provided that failure to do so shall not affect the indemnification provided hereunder except only to the extent that the Holdco Shareholder Vendor shall have been actually prejudiced as a result of such failure. The parties will cooperate in responding to or contesting any Assessment.
7.5 Public Announcements. Unless otherwise required by applicable Law (based upon the reasonable advice of counsel): neither the Vendor nor any Affiliate thereof shall make any public announcements in respect of the terms of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media with respect to either the Purchaser, the Corporation or the Business without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed). Notwithstanding the foregoing, none of the Vendors shall, and shall ensure that its Affiliates shall not (i) in any way publicly disparage, call into disrepute, defame, slander, make negative statements, or otherwise criticize the Corporation, the Purchaser or their respective Affiliates, or their respective current and former directors, officers, employees, shareholders, and Representatives in any manner that may damage the business or reputation of such parties; and (ii) make any public statements with respect to the decline of business or operations of the Corporation or any of its publications.
7.6 Corporate Structure. [Post-Closing Structure]
7.7 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.
7.8 Personal Taxes. Each Vendor acknowledges and agrees that the Purchaser shall not assume and shall not be liable for any taxes under the Income Tax Act (Canada) or any other taxes whatsoever which may be or become payable by each Vendor as a result of the consummation of the transactions contemplated by this Agreement.
7.9 [Post-Termination Covenant]

8. Closing Deliveries.

8.1 Closing Deliveries of the Vendors. On the date hereof the Vendors shall deliver, or cause to be delivered to the Purchaser:

(a) The Transaction Documents executed by the Vendors.
(b) A certificate, dated the Closing Date and signed by a duly authorized officer of the Corporation: (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Corporation authorizing the execution, delivery, and performance of this Agreement and the Transaction Documents to which the Corporation is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated thereby; (ii) certifying the names and signatures of the officers of the Corporation authorized to sign this Agreement and the Transaction Documents to which the Corporation is a party, and the other documents to be delivered thereunder; and (iii) certifying as to the contents of the Data Room as of 8:00 p.m. (Toronto time) on the day immediately prior to the Closing Date.
(c) Resignations and releases, effective as of the Closing Date, of the following officers and directors of the Corporation: MacMillan and Bragge.
(d) A Certificate of Good Standing for the Corporation from the Registrar appointed under the Business Corporations Act (Alberta) or similar Governmental Authority of the jurisdiction under the Laws in which the Corporation is incorporated.
(e) Share certificates representing the Purchased Corporation Shares, free and clear of Encumbrances other than restrictions on transfer imposed by the constating documents of the Corporation, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank.
(f) Certificates representing the Purchased Holdco Shares, free and clear of Encumbrances other than restrictions on transfer imposed by the constating documents of the Holdco, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank.
(g) Employment contracts among each of the Employee Vendors and the Purchaser in form and substance satisfactory to the Employee Vendors and the Purchaser, each acting reasonably (the "Employment Agreements"), executed by each of the Employee Vendors.
(h) Evidence that the Vendors have received all necessary approvals of all regulatory authorities having jurisdiction over the Corporation, the Business and this Agreement.
(i) Evidence satisfactory to the Purchaser of termination of the Shareholder Agreement and release of the Corporation by each of the Vendors in respect of the period prior to Closing.
8.2 Closing Deliveries of the Purchaser. On the date hereof the Purchaser shall deliver, or cause to be delivered to the Vendor:
- (a) The Transaction Documents (other than this Agreement) executed and delivered by the Purchaser.
- (b) A certificate, dated the Closing Date and signed by a duly authorized officer of the Purchaser, (i) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery, and performance of this Agreement and the other Transaction Documents to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (ii) certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement, the Transaction Documents, and the other documents to be delivered hereunder and thereunder to which the Purchaser is a party.
- (c) The Purchase Price as set forth in Section 2.2.
- (d) Employment Agreements, executed by the Purchaser.
- (e) Evidence that the Purchaser has received all necessary approvals of all regulatory authorities having jurisdiction over the Purchaser, its business and this Agreement.

9. Indemnification.

9.1 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties set out in this Agreement shall survive the Closing and shall remain in full force and effect until the date that is 24 months from the Closing Date; provided that the representations and warranties in: (a) Sections 3.1 [Authorization], Sections 4.1 and 5.1 [Capacity], Section 3.4 [Organization and Authority] and Section 3.5 and 5.6 [Capitalization], Sections 4.5, 5.5 and 5.8 [Ownership] shall survive indefinitely; and (b) Section 3.11 and Section 5.11 shall survive for the full period of the applicable limitation period (giving effect to any waiver or extension thereof) plus 60 days. All covenants and agreements of the parties set out herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party before the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved or the expiry of the limitation period under applicable Law, whichever is sooner.
9.2 Indemnification by the Vendors. Subject to the other terms and conditions of this Section 9, the Vendors shall indemnify and defend, to the extent of such Vendor's Pro Rata Interest, each of the Purchaser and its Affiliates (including the Corporation) and their respective Representatives (collectively, the "Purchaser Indemnitees")

against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Vendors set out in Article 3 of this Agreement or in any certificate or instrument delivered by or on behalf of the Vendors under this Agreement (in such capacity), as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);
(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Vendors (in such capacity) under this Agreement; and
(c) any Taxes required to be paid by the Corporation relating to any period, or the part of a period, ending on or before the Closing Date.
9.3 Indemnification by the Corporation Shareholder Vendors. Subject to the other terms and conditions of this Article 9, each Corporation Shareholder Vendor shall indemnify and defend each of the Purchaser Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:
- (a) any inaccuracy in or breach of any of the representations or warranties of that Corporation Shareholder Vendor set out in Article 4 of this Agreement or in any certificate or instrument delivered by or on behalf of that Corporation Shareholder Vendor under this Agreement (in such capacity), as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); and
- (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by that Corporation Shareholder Vendor (in such capacity) under this Agreement.
9.4 Indemnification by the Holdco Shareholder Vendors. Subject to the other terms and conditions of this Article 9, each Holdco Shareholder Vendor shall indemnify and defend each of the Purchaser Indemnitees against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:
- (a) any inaccuracy in or breach of any of the representations or warranties of that Holdco Shareholder Vendor set out in Article 5 of this Agreement or in any certificate or instrument delivered by or on behalf of that Holdco Shareholder Vendor under this Agreement, as if such representation or

warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by that Holdco Shareholder Vendor (in such capacity) under this Agreement;
(c) any Taxes or CEBA Loan Proceeds required to be paid or repaid by his or her Holdco relating to any period, or the part of a period, ending on or before the Closing Date**.**
9.5 Indemnification by the Purchaser. Subject to the other terms and conditions of this Section 9, the Purchaser shall indemnify and defend the Vendors and their respective Representatives (collectively, the "Vendor Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Vendor Indemnitees based upon, arising out of, with respect to or by reason of:
- (a) any inaccuracy in or breach of any of the representations or warranties of the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Purchaser under this Agreement as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
- (b) any breach or non-fulfillment of any covenant, agreement, or obligation to be performed by the Purchaser under this Agreement.
9.6 Liability of Vendors. Except with respect to Sections 9.3 and 9.4 above, the liability of each Vendor Indemnitee for its/his/her applicable percentage of any Losses shall be absolute and unconditional, regardless of the recovery against or liability of any other indemnifying Vendor and each indemnifying Vendor irrevocably waives any defense such indemnifying Vendor would be entitled to assert to liability for damages with respect to any recovery against or liability of any other indemnifying Vendor for such indemnifying Vendor's percentage of such damages, it being understood that no Vendor shall be responsible for Losses arising out to any breach or inaccuracy of any representations or warranty of any other Vendor set forth in Articles 4 or 5.
9.7 Certain Limitations. The indemnification provided for in Sections 9.2, 9.3, 9.4 and 9.5 shall be subject to the following limitations:
- (a) The Vendors shall not be liable to the Purchaser Indemnitees for indemnification under Section 9.2 until the aggregate amount of all Losses in respect of indemnification under Section 9.2 exceeds $10,000, in which event the Vendors shall be required to pay or be liable for all such Losses from the first dollar.
(b) The aggregate amount of all Losses for which the Vendors shall be liable under Section 9.2 shall not exceed 100% of the Purchase Price and the maximum aggregate liability of each Vendor under Section 9.3 or 9.4 shall not exceed an amount equal to $400,000 multiplied by his or her Pro Rata Interest provided however that this limitation will not apply to obligations pursuant to this Article arising out of a breach by a Vendor of his or her representations in Sections 4.5, 4.7, 5.5, 5.6, 5.8, or 5.15.
(c) The Purchaser shall not be liable to the Vendor Indemnitees for indemnification under Section 9.5 until the aggregate amount of all Losses in respect of indemnification under Section 9.5 exceeds $50,000, in which event the Purchaser shall be required to pay or be liable for all such Losses from the first dollar.
(d) The aggregate amount of all Losses for which the Purchaser shall be liable under Section 9.5 shall not exceed the aggregate amount then actually paid to the Vendors under Article 2.
(e) For purposes of this Section 9, any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect, or other similar qualification contained in or otherwise applicable to such representation or warranty**.**
(f) An Indemnified Party is not entitled to double recovery for any Losses though they may have resulted from the breach, inaccuracy, or failure to perform of more than one of the representations, warranties, covenants, or obligations of the Indemnifying Party to this Agreement or be based on different theories of liability or causes of action, including, for certainty that, no claim may be made under this Article 9 in respect of any amount that has been accounted for in the Closing Working Capital.
9.8 Indemnification Procedures. The party making a claim under this Article 9 is referred to as the "Indemnified Party", and the party against whom such claims are asserted under this Article 9 is referred to as the "Indemnifying Party".
- (a) Third-Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third-Party Claim") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third-Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure or delay. Such notice by the Indemnified Party shall describe the Third-Party Claim in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by

the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defence of any Third-Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defence; provided that, if the Indemnifying Party is the Vendor, such Indemnifying Party shall not have the right to defend or direct the defence of any such Third-Party Claim that: (i) is asserted directly by or on behalf of a Person that is a supplier or customer of the Corporation; or (ii) seeks an injunction or other equitable relief against the Indemnified Party. If the Indemnifying Party assumes the defence of any Third-Party Claim, subject to Subsection 9.8(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counter-claims pertaining to any such Third-Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defence of any Third-Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defence thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided that, if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defences available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third-Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement or fails to diligently prosecute the defence of such Third-Party Claim, the Indemnified Party may, subject to Subsection 9.8(b), pay, compromise, defend such Third-Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third-Party Claim. The Vendor and the Purchaser shall cooperate with each other in all reasonable respects in connection with the defence of any Third-Party Claim, including making available (subject to the provisions of Section 7.3) records relating to such Third-Party Claim and furnishing, without expense (other than reimbursement of actual out-ofpocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third-Party Claim.

(b) Settlement of Third-Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third-Party Claim without the prior written consent of the Indemnified Party, except as provided in this Subsection 9.8(b). If a firm 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 firm 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 firm offer and also fails to assume the defence of such Third-Party Claim, the Indemnifying Party may settle the Third-Party Claim upon the terms set forth in such firm offer to settle such Third-Party Claim. If the Indemnified Party has assumed the defence under Subsection 9.8(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c) Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third-Party Claim (each, a "Direct Claim") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall assist the Indemnifying Party's investigation by giving such information and assistance (including access to the Corporation's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

9.9 The Vendors' Representative

(a) Notwithstanding anything to the contrary contained herein, each Vendor hereby irrevocably appoints Cam MacMillan (the "Vendors' Representative") as such Vendor's representative, attorney-in-fact and agent, with full power of substitution, to act in the name, place and stead of such Vendor with respect to, and in accordance with, the terms and provisions of this Agreement and to act on behalf of each Vendor in any disagreement or litigation or arbitration involving this Agreement and to do or refrain from doing all such further acts and things, and to execute all such documents, as Vendors' Representative shall deem necessary or appropriate

in conjunction with any of the transactions contemplated by this Agreement, including, without limitation, the power:

(i) to negotiate, execute and deliver all ancillary agreements, statements, certificates, notices, approvals, extensions, waivers, undertakings, amendments and other documents required or permitted to be given in connection with the consummation of the transactions contemplated by this Agreement (it being understood that the Vendors shall execute and deliver any such documents which the Vendors' Representative agrees to execute);

(ii) to accept, receive, deposit and hold, in trust for the Vendors, any funds or other amounts owing to the Vendors hereunder, including but not limited to, any amounts due under Sections 2.2, 2.4 and 2.5 hereof and to deliver any such amounts to the Vendors in accordance with their Pro Rata Interest;

(iii) to terminate this Agreement if the Vendors, a Vendor or the Vendors' Representative are or is entitled to do so;

(iv) to give and receive all notices and communications to be given or received under this Agreement and to receive service of process in connection with any claims under this Agreement;

(v) to agree to, negotiate, enter into settlements and compromises of, and to commence and conduct litigation and to comply with orders of courts with respect to, claims of any kind or nature, and to take all actions necessary or appropriate in the judgment of the Vendors' Representative for the accomplishment of the foregoing; and

(vi) to take all actions which under this Agreement may be taken by the Vendors or any Vendor and to do or refrain from doing any further act or deed on behalf of the Vendors or any Vendor which the Vendors' Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as the Vendors or any Vendor could do if personally present.

(b) If Cam MacMillan becomes unable to serve as Vendors' Representative, he or his personal or legal representative shall be entitled to appoint his successor.
(c) The Vendors' Representative appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of a Vendor or Purchaser or by operation of law, whether by the death or incapacity of a Vendor or by the occurrence of any other event. Each Vendor hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by the Vendors' Representative pursuant to this Section. Each Vendor agrees that the Vendors' Representative shall have no obligation or liability to any Person (including without limitation any Vendor) for any action or omission taken or omitted by the Vendors' Representative in good faith hereunder, and each Vendor shall indemnify and hold the Vendors'

Representative harmless from and against any and all loss, damage, expense or liability (including reasonable counsel fees and expenses) which the Vendors' Representative may sustain as a result of any such act or omission (provided, however, that Cam MacMillan shall not be required to indemnity himself and further provided that Cam MacMillan shall not be entitled to indemnification for actual fraud (and not constructive fraud)).

(d) Purchaser and the Corporation shall be entitled to rely upon any document or other paper delivered by the Vendors' Representative as (i) genuine and correct and (ii) having been duly signed or sent by the Vendors' Representative, and they shall not be liable to a Vendor for any action taken or omitted to be taken by any of them in such reliance.
(e) Cam MacMillan shall use commercially reasonable efforts to provide the other Vendors with a copy of any written document (i) delivered by Cam MacMillan to Purchaser in his capacity as the Vendors' Representative, and (ii) received by Cam MacMillan from Purchaser in his capacity as the Vendors' Representative, provided, however, that Cam MacMillan's failure to provide any such written document to a Vendor shall not result in any liability to Cam MacMillan and shall not limit Cam MacMillan's rights as the Vendors' Representative. Cam MacMillan shall provide such copies to the Vendors in the manner provided for notice in Section 10.2.
9.10 Payments. Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable under this Article 9, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties agree that, if the Indemnifying Party does not make full payment of any such obligations within such 15 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to and including the date such payment has been made at a rate per annum equal to 14.0%. Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.
9.11 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.
9.12 Effect of Investigation. Notwithstanding any investigation conducted before or after the Closing Date and notwithstanding any actual or implied knowledge or notice of any fact or circumstance which any Person may have as a result of such investigation or otherwise, the parties hereto shall be entitled to rely upon the representations and warranties set forth herein and the obligations of the parties hereto with respect thereto shall survive the Closing Date and shall continue in full force and effect in accordance with the terms of this Section 9.12**.**
9.13 Exclusive Remedies. Subject to Section 9.12, each party acknowledges and agrees that its sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity, or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for

any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be under the indemnification provisions set forth in this Article 9. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims, and causes of action for any breach of any representation, warranty, covenant, agreement, or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other party and its Affiliates and each of their respective Representatives arising under or based upon any Law, except under the indemnification provisions set forth in this Article 9. Nothing in this Section 9.13 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal, or wilful misconduct.

9.14 Set Off. The Purchaser is entitled to set off any Losses subject to indemnification under this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement against any other amounts payable by the Purchaser to a Vendor whether under this Agreement or otherwise.

10. Miscellaneous.

10.1 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.
10.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by electronic transmission of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.2):

If to the Vendors:

Cam MacMillan [Personal Information] Email: [redacted]

with a copy to:

Ritzen Warshawski LLP #400, 1 Tache Street St. Albert, Alberta T8N 1B4 Attention: [redacted] Email: [redacted]

If to the Purchaser:

55 Adelaide Street East
Toronto, Ontario
Canada	M5C	1K6
Attention:	Eric	Loree
E-mail: [redacted]

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

DuMoulin		Black		LLP
10th	Floor,	595	Howe	Street
Vancouver,				BC
Canada		V6C		2T5
Attention:				[redacted]
E-mail: [redacted]

10.3 Interpretation. For purposes of this Agreement: (a) the words "include", "includes" and "including" shall be deemed to be followed by the words "without limitation"; and (b) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Agreement as a whole.
10.4 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
10.5 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits, and Schedules (other than an exception expressly set forth as such in the Schedules), the statements in the body of this Agreement will govern.
10.6 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.
10.7 No Third-Party Beneficiaries. Except as provided in Section 9, this Agreement is for the sole benefit of the parties hereto and their respective successors and

permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under, or by reason of, this Agreement.

10.8 Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
10.9 Independent Legal Advice. Each Vendor acknowledges, understands and agrees that [Lawyer] or Ritzen Warshawski LLP is representing only the Corporation in connection with this Agreement and the transactions contemplated by this Agreement, and that the fees and expenses of such representation will be paid by the Corporation.

No legal counsel has been engaged to represent the interests of any Vendor. Each Vendor acknowledges, understands and agrees that his or her interests will not be represented by legal counsel unless he or she engages counsel on his or her own behalf, and that he or she has been afforded the opportunity to engage and seek the advice of his or her own legal counsel before entering into this Agreement.

10.10 Governing Law; Forum Selection.

(a) This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.
(b) Any Action arising out of or based upon this Agreement, the other Transaction Documents, or the transactions contemplated hereby or thereby may be brought in the courts of the Province of Ontario situate in the City of Toronto, and each party irrevocably submits and agrees to attorn to the exclusive jurisdiction of that court in any such Action. The parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.
10.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity.

10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

HIRE TECHNOLOGIES INC.

Per: "Simon Dealy"

Name: Title:

"Cam Macmillan"

CAM MACMILLAN

"Danielle Bragge" DANIELLE BRAGGE

"Sandeep Gill"

SANDEEP GILL, as a Holdco Shareholder Vendor only

"Davinder Banns" DAVINDER BANNS

"Barry Milne" BARRY MILNE

"Stephen Race" STEPHEN RACE

"Cam Macmillan" ______

CAM MACMILLAN as Trustee of the Macmillan Family Trust

"Danielle Bragge"

DANIELLE BRAGGE as Trustee of the MacKenzie Family Trust

SCHEDULE A

Pro Rata Interest

Name and Address of Vendor	Pro Rata Interest
Cam Macmillan	17%
Danielle Bragge	17%
Stephen Race	6%
Barry Milne	10%
Ehman Holdings Inc.	17%
Winning Edge Performance Inc.	17%
Talent Experts Consulting Group Inc.	16%
Total:	100%

SCHEDULE B

EBITDA Formula

[Purchase Price Adjustment Formula and Sample Calculation]

SCHEDULE C

Form of Lock Up Agreement

LOCK-UP AGREEMENT

This Lock-Up Agreement (this "Agreement") made the ____ day of August, 2022 between the undersigned (the "Shareholder") and HIRE Technologies Inc. ("HIRE" or the "Company").

Words used herein regardless of the number and gender specifically used, shall be deemed and construed to include any other number, singular or plural and any other gender, masculine, feminine or neuter, as the context requires.

WHEREAS:

A. HIRE is a reporting issuer with its common shares listed on the [TSX Venture Exchange] (the "Exchange").
B. The Shareholder has elected to receive common shares in the capital of HIRE (the "Consideration Shares") pursuant to the terms of the Share Purchase Agreement entered into among HIRE and the shareholders of The Headhunters Recruitment Inc. dated ●, 2020.
C. The Shareholder has agreed as a condition to the issue of such Consideration Shares to enter into a lock-up agreement restricting the resale of the Consideration Shares for a period of 24 months following the issuance of the Consideration Shares.

THIS AGREEMENT WITNESSES THAT in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto covenant and agree as follows:

Section 1.0 Covenants of the Shareholder.

1.1 Shareholder hereby covenants and irrevocably agrees that during the period commencing on the date of issue of the Consideration Shares (the "Closing Date") until the 24 month anniversary of the Closing Date, Shareholder shall not, directly or indirectly, option, sell, convey, transfer, pledge, encumber, grant a security interest in, hypothecate, assign, gift or otherwise dispose of any Consideration Shares (or any right or interest therein) or enter into any agreement or contract in respect thereto or agree or announce any intention to do so, in any case.

1.2 The Shareholder acknowledges and agrees that the certificates representing all of the Consideration Shares (and all certificates issued in exchange therefor or in substitution thereof) shall bear, upon the issuance thereof, the following legend (and if such securities are not certificated, notations to the same will be made by HIRE's transfer agent):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A CONTRACTUAL RESTRICTION ON TRANSFER AND MAY NOT BE TRADED OR

TRANSFERRED BEFORE [insert date that is [] months from the Closing Date in accordance with the Release Schedule] EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

1.3 It is further agreed that this Agreement shall neither limit nor restrict the ability of the Shareholder to sell, transfer, or dispose of any and all of the Consideration Shares pursuant to a bona fide written offer (whether solicited or unsolicited) by a person unaffiliated with the Company: (a) made to every holder of common shares of the Company on the same basis, whether by way of a take-over bid, plan of arrangement, or any other similar transaction (a "COC Transaction"); and (b) recommended by the board of directors of the Company, provided that if such COC Transaction is not completed, the provisions of this Agreement shall remain in force and effect.

1.4 The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to, or which reasonably could be expected to lead to or result in a sale or disposition of any Company shares even if such Company shares would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Consideration Shares or with respect to any security that includes, relates to, or derives any significant part of its value from Consideration Shares.

1.5 In respect of the Consideration Shares, nothing contained herein shall limit any right of Shareholder to vote or direct the voting of the Consideration Shares.

Representations and Warranties of the Shareholder

2.1 The undersigned represents, warrants and, where applicable, covenants to the Company as follows and acknowledges that the Company is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement:

(a) the undersigned has the legal capacity and competence to enter into and to execute this Agreement;

(b) this Agreement has been duly executed and delivered by the undersigned and constitutes a legal, valid and binding obligation, enforceable by the Company against the undersigned in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought;

(c) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any governmental entity, or, to the knowledge of the Shareholder, threatened against the Shareholder that, individually or in the aggregate, could adversely affect in any manner the Shareholder's ability to enter into this Agreement or perform the Shareholder's obligations hereunder.

(d) neither the execution and delivery of this Agreement by the Shareholder, nor the compliance by the Shareholder with any of the provisions hereof will require on the part of Shareholder any filing with (other than pursuant to the requirements of applicable laws (which filings, if any, Shareholder will undertake)) or permit, authorization, consent or approval of, any governmental entity or any other person, or violate or conflict with any judgment, order, notice, decree, statute, law, ordinance, rule or regulation applicable to Shareholder.

Section 3.0 Termination

3.1 This Agreement and the restrictions contained herein shall automatically terminate on [the date that is 2 years after issuance of the Consideration Shares].

3.2 This Agreement may also be terminated on the date upon which HIRE, on the one hand, and the Shareholder, on the other hand, mutually agree to terminate this Agreement.

3.3 This Agreement may be terminated at any time by HIRE upon written notice to the Shareholder.

3.4 In the case of termination of this Agreement pursuant to this 0, this Agreement shall terminate and be of no further force or effect. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by such party prior to such termination.

Section 4.0 General

4.1 Any provision or part of a provision of this Agreement, or the application thereof, determined by a court of competent jurisdiction, or otherwise, to be invalid, illegal or unenforceable, or determined by the Exchange to be unacceptable, shall be deemed ineffective to the extent of such invalidity, unenforceability, or unacceptability, without invalidating or rendering unenforceable or unacceptable the remaining terms and provisions hereof or the application of such term or provision to circumstances other than those as to which it is held invalid, unenforceable or unacceptable. Each of the provisions of this Agreement is hereby declared to be separate and distinct.

4.2 This Agreement and the rights and obligations of the undersigned shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and the undersigned irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

4.3 The Shareholder, on the one hand, and HIRE, on the other hand, shall, from time to time, promptly execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require to effectively carry out the intent of this Agreement.

4.4 This Agreement shall not be assignable by any party without the prior written consent of the other party, except that HIRE may assign or transfer any of its rights, interests or obligations under this Agreement to an affiliate. This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns.

4.5 Time shall be of the essence of this Agreement.

4.6 Any notice or other communication required or permitted to be given hereunder shall be sufficiently given if in writing, delivered or sent by email or facsimile transmission:

(a) in the case of the Shareholder, to the address, or email set forth in Schedule "A";
(b) in the case of the Company, to the address or email set forth on the signature page to this Agreement;
(c) to such other address as the party to which such notice or other communication is to be given has last notified the party giving the same and if so given shall be deemed to have been received on the date of such delivery or sending, as applicable (or, if such day is not a business day, on the next following business day).

4.7 Each of the parties hereto agrees with the others that: (i) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties; (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance in the event of any breach of the provisions of this Agreement; and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy. Each of the parties hereby consents to any preliminary applications for such relief to any court of competent jurisdiction. The prevailing party shall be reimbursed for all costs and expenses, including reasonable legal fees, incurred in enforcing the other party's obligations hereunder. Such remedies shall not be deemed to be exclusive remedies for the breach of this Agreement but shall be in addition to all other remedies at law or in equity.

4.8 The Shareholder hereby acknowledges that the Shareholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that the Shareholder has either done so or waived the right to do so in connection with the entering into of this Agreement.

4.9 This Agreement constitutes the entire agreement with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof.

4.10 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument, and it shall not be necessary in making proof of this Agreement to produce more than one counterpart. Facsimile or other electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes of this Agreement.

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IN WITNESS WHEREOF the parties have executed this Lock-Up Agreement as of the date first written above.

If an individual:

SIGNED, SEALED, AND DELIVERED in the presenceof:	)))
Witness Signature	)))
Witness Name (Printed)	))	Shareholder:
Witness Address	)
If an entity:
Address for Notice:		Company Name:
Attention:
Facsimile:	Name:
E-mail:	Title:

IN WITNESS WHEREOF the parties have executed this Lock-Up Agreement as of the date first written above.

HIRE TECHNOLOGIES INC.

By:

Name: Title:

Address: [HIRE address]

Email: [corporate secretary]

SCHEDULE "A" SECURITIES OF HIRE TECHNOLOGIES INC.

Name	Shares

Address of Shareholder:

[●]

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HIRE Technologies Inc. — Merger & Acquisition 2020

47663_rns_2020-09-11_8c41bd44-8c87-472e-bcab-256bad9d697f.pdf

SHARE PURCHASE AGREEMENT

BY AND AMONG

HIRE TECHNOLOGIES INC.

AND

THE SHAREHOLDERS OF THE HEADHUNTERS RECRUITMENT INC.

SHARE PURCHASE AGREEMENT

AND:

WHEREAS:

1. DEFINITIONS

2. PURCHASE AND SALE

2.4 Working Capital Adjustment to Purchase Price

(b) Examination and Review.

2.5 EBITDA Post-Closing Adjustments

(a) Vendors EBITDA Adjustment

2.7 Consideration Shares.

2.8 Payment Obligations of the Vendors.

3. Representations and Warranties of the Vendors

3.11 Taxes.

3.21 Employee Matters.

3.22 Employee Benefit Plans.

3.27 Organizational and Governance Matters.

4. Representations of the Corporation Shareholder Vendors

5. Representations of the Holdco Shareholder Vendors

5.11 Taxes.

6. Representations and Warranties of the Purchaser.

7. Covenants.

7.2 Governmental Filings, Approvals, and Consents.

7.3 Pre-Closing Tax Period of the Corporation.

7.4 Pre-Closing Tax Period of the Holdcos

8. Closing Deliveries.

9. Indemnification.

9.9 The Vendors' Representative

10. Miscellaneous.

If to the Vendors:

10.10 Governing Law; Forum Selection.

HIRE TECHNOLOGIES INC.

SCHEDULE A

Pro Rata Interest

SCHEDULE B

EBITDA Formula

SCHEDULE C

Form of Lock Up Agreement

LOCK-UP AGREEMENT

WHEREAS:

Section 1.0 Covenants of the Shareholder.

Representations and Warranties of the Shareholder

Section 3.0 Termination

Section 4.0 General

HIRE TECHNOLOGIES INC.

SCHEDULE "A" SECURITIES OF HIRE TECHNOLOGIES INC.

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