Montfort Capital Corp. - M&A Activity 2021

KENNETH THOMSON

-AND-

TIMIA CAPITAL CORP.

SHARE PURCHASE AGREEMENT

DATED SEPTEMBER 9, 2021

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ARTICLE 1 INTERPRETATION ...............................................................................................1 ARTICLE 1 INTERPRETATION 1
1.1 Definitions............................................................................................................................1 11 Definitions 1
1.2 Certain Rules of Interpretation ...........................................................................................12 1.2 Certain Rules of Interpretation 12
1.3 Virtual Data Room .............................................................................................................14 1.3 Virtual Data Room 14
1.4 Entire Agreement ...............................................................................................................14 1.4 Entire Agreement 14
1.5 Applicable Law ..................................................................................................................15 1.5 Applicable Law 15
1.6 Accounting Principles ........................................................................................................15 1.6 Accounting Principles 15
1.7 Schedules ...........................................................................................................................15 1.7 Schedules 15
ARTICLE 2 PURCHASE AND SALE OF SHARES ...............................................................15 ARTICLE 2 PURCHASE AND SALE OF SHARES 15
2.1 Purchase and Sale ..............................................................................................................15 2.1 Purchase and Sale 15
2.2 Amount of Purchase Price .................................................................................................15 2.2 Amount of Purchase Price 15
2.3 Closing Payments...............................................................................................................16 2.3 Closing Payments 16
2.4 Preparation of the Closing Balance Sheet and Determination of Closing Working 2.4 Preparation of the Closing Balance Sheet and Determination of Closing Working
Capital ................................................................................................................................18 Capital 18
2.5 Acceptance or Dispute of the Closing Balance Sheet, Closing Working Capital .............18 2.5 Acceptance or Dispute of the Closing Balance Sheet, Closing Working Capital 18
2.6 Post-Closing Adjustments ..................................................................................................21 2.6 Post-Closing Adjustments 21
2.7 Securities Matters ...............................................................................................................22 2.7 Securities Matters 22
2.8 Tax Matters ........................................................................................................................22 2.8 Tax Matters 22
ARTICLE 3 REPRESENTATIONS AND WARRANTIES ....................................................22 ARTICLE 3 REPRESENTATIONS AND WARRANTIES 22
3.1 Representations and Warranties of the Vendor .................................................................22 3.1 Representations and Warranties of the Vendor 22
3.2 Representations and Warranties of the Purchaser ..............................................................41 3.2 Representations and Warranties of the Purchaser 41
ARTICLE 4 COVENANTS OF THE PARTIES ......................................................................52 ARTICLE 4 COVENANTS OF THE PARTIES 52
4.1 Interim Period Covenants of the Vendor ...........................................................................52 4.1 Interim Period Covenants of the Vendor 52
4.2 Employee Benefit Plans .....................................................................................................55 4.2 Employee Benefit Plans 55
4.3 Interim Period Covenants of the Purchaser .......................................................................56 4.3 Interim Period Covenants of the Purchaser 56
4.4 Additional Interim Period Covenants of the Parties ..........................................................58 4.4 Additional Interim Period Covenants of the Parties 58
4.5 Post-Closing Covenants of the Vendor ..............................................................................60 4.5 Post-Closing Covenants of the Vendor 60
4.6 Post-Closing Covenants of the Purchaser ..........................................................................61 4.6 Post-Closing Covenants of the Purchaser 61
4.7 Post-Closing Covenants of the Parties ...............................................................................61 4.7 Post-Closing Covenants of the Parties 61
ARTICLE 5 CONDITIONS OF CLOSING..............................................................................63 ARTICLE 5 CONDITIONS OF CLOSING 63
5.1 Conditions for the Benefit of the Purchaser .......................................................................63 5.1 Conditions for the Benefit of the Purchaser 63
5.2 Conditions for the Benefit of the Vendor ..........................................................................66 5.2 Conditions for the Benefit of the Vendor 66
5.3 Waiver of Conditions .........................................................................................................68 5.3 Waiver of Conditions 68
ARTICLE 6 CLOSING ARRANGEMENTS ...........................................................................69 ARTICLE 6 CLOSING ARRANGEMENTS 69
6.1 Date, Place and Time of Closing .......................................................................................69 6.1 Date, Place and Time of Closing 69
ARTICLE 7 TERMINATION ....................................................................................................69 ARTICLE 7 TERMINATION 69
7.1 Termination Rights ............................................................................................................69 7.1 Termination Rights 69
7.2 Effect of Exercise of Termination Rights ..........................................................................70 7.2 Effect of Exercise of Termination Rights 70

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ARTICLE 8 SURVIVAL AND INDEMNIFICATION............................................................70 ARTICLE 8 SURVIVAL AND INDEMNIFICATION 70	ARTICLE 8 SURVIVAL AND INDEMNIFICATION............................................................70 ARTICLE 8 SURVIVAL AND INDEMNIFICATION 70
8.1 8.1	Survival of Representations, Warranties and Covenants ...................................................70 Survival of Representations, Warranties and Covenants 70
8.2 8.2	Indemnification by the Vendor ..........................................................................................70 Indemnification by the Vendor 70
8.3 8.3	Indemnification by the Purchaser ......................................................................................71 Indemnification by the Purchaser 71
8.4 8.4	Limitations on Amount of Indemnification .......................................................................71 Limitations on Amount of Indemnification 71
8.5 8.5	Time Limits for Claims ......................................................................................................72 Time Limits for Claims 72
8.6 8.6	Other Limitations on Liability ...........................................................................................73 Other Limitations on Liability. 73
8.7 8.7	Notice of Claim ..................................................................................................................74 Notice of Claim 74
8.8 8.8	Defence of Third Party Claims ..........................................................................................74 Defence of Third Party Claims 74
8.9 8.9	Assistance for Third Party Claims .....................................................................................75 Assistance for Third Party Claims 75
8.10 8.10	Settlement of Third Party Claims ......................................................................................76 Settlement of Third Party Claims 76
8.11 8.11	Direct Claims .....................................................................................................................76 Direct Claims 76
8.12 8.12	Arbitration ..........................................................................................................................76 Arbitration 76
8.13 8.13	Tax Treatment ....................................................................................................................77 Tax Treatment 77
8.14 8.14	Duty to Mitigate .................................................................................................................77 Duty to Mitigate 77
8.15 8.15	Foreseeability of Losses .....................................................................................................77 Foreseeability of Losses 77
8.16 8.16	Exclusive Remedy .............................................................................................................77 Exclusive Remedy 77
ARTICLE 9 MISCELLANEOUS ..............................................................................................78 ARTICLE 9 MISCELLANEOUS 78
9.1 9.1	Notices ...............................................................................................................................78 Notices 78
9.2 9.2	Public Announcements ......................................................................................................79 Public Announcements 79
9.3 9.3	Exclusivity .........................................................................................................................79 Exclusivity 79
9.4 9.4	Further Assurances.............................................................................................................80 Further Assurances 80
9.5 9.5	Expenses ............................................................................................................................80 Expenses 80
9.6 9.6	Waiver of Rights ................................................................................................................80 Waiver of Rights 80
9.7 9.7	Severability ........................................................................................................................80 Severability 80
9.8 9.8	Assignment ........................................................................................................................80 Assignment 80
9.9 9.9	Successors and Assigns ......................................................................................................80 Successors and Assigns 80
9.10 9.10	Amendment ........................................................................................................................81 Amendment 81
9.11 9.11	Tender ................................................................................................................................81 Tender 81
9.12 9.12	Counterparts and Electronic Transmission ........................................................................81 Counterparts and Electronic Transmission 81
SCHEDULE A EMPLOYMENT AGREEMENTS ..................................................................83 SCHEDULE A EMPLOYMENT AGREEMENTS 83
SCHEDULE B RESIGNATIONS AND RELEASES ...............................................................84 SCHEDULE B RESIGNATIONS AND RELEASES 84
SCHEDULE C INVESTOR RIGHTS AND VOTING AGREEMENT .................................85 SCHEDULE C INVESTOR RIGHTS AND VOTING AGREEMENT 85
SCHEDULE D NON-COMPETITION AND NON-SOLICITATION AGREEMENT .......86 SCHEDULE D NON-COMPETITION AND NON-SOLICITATION AGREEMENT 86

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated effective September 9, 2021 (the “ Effective Date ”)

BETWEEN :

KENNETH THOMSON , an individual

(the “ Vendor ”)

AND :

TIMIA CAPITAL CORP. , a company incorporated under the Business Corporations Act (British Columbia) and having a registered and records office at Suite 2600, 1066 W. Hastings Street, Vancouver, BC V6E 3X1

(the “ Purchaser ”)

WHEREAS :

A. the Vendor owns all of the issued and outstanding shares in the capital of Pivot Financial Services Inc. (the “ Corporation ”); and
B. the Purchaser wishes to purchase, and the Vendor wishes to sell, all of the issued and outstanding shares in the capital of the Corporation, upon and subject to the terms and conditions set forth herein.

NOW THEREFORE , in consideration of the respective covenants and agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

Throughout this Agreement, except as otherwise expressly provided, the following words, terms and expressions shall have the following meanings:

“ Accounting Records ” means the books of account, accounting records and other financial information of the applicable Person (whether in written, printed, electronic or computer printout form, or stored electronically, digitally or on computer related media);

“ Adjustment Date ” means the fifth Business Day after the Closing Working Capital is finally determined in accordance with Section 2.5;

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“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with that other Person. For purposes of this definition and the definition of “Subsidiaries”, a Person “controls” another Person if that Person possesses, directly or indirectly, the power to direct the management and policies of that other Person, whether through ownership of voting securities, by contract or otherwise and “controlled by” and “under common control with” have similar meanings;

“ Agreement ”, “this Agreement”, “the Agreement”, “hereof”, “herein”, “hereto”, “hereby”, “hereunder” and similar expressions mean this share purchase agreement dated as of the Effective Date between the Parties, including all schedules and all instruments supplementing, amending, modifying, restating or otherwise confirming this Agreement. All references to “Articles”, “Sections” and “Schedules” mean and refer to the specified article, section and schedule of this Agreement;

“ Applicable Laws ” means any and all applicable laws, statutes, rules, regulations, ordinances, codes, guidelines, policies, advisories, notices, treaties, directions, requirements and Orders of any Governmental Authority;

“ Asset Purchase Agreement ” means the asset purchase agreement between the Purchaser and Pivot Financial Inc. dated as of the Effective Date;

“ Books and Records ” means all material books and records of the applicable Person, including financial, corporate, operations and sales books, records, lists of clients and suppliers, books of account, sales and purchase records, sales and inventory data, equipment maintenance data, sales promotional data, advertising materials, cost and pricing information, Accounting Records, business reports, plans and projections and all other documents, surveys, plans, files, records, correspondence, and other data and information, financial or otherwise, including all data and information stored on computerrelated or other electronic media and technical records (both current and historical);

“ Business ” means the management and administration of private lending businesses carried on by the Corporation;

“ Business Day ” means any day which is not a Saturday, a Sunday or a day observed as a statutory or civic holiday under the laws of the Province of Ontario, the Province of British Columbia or the federal laws of Canada applicable in the Province of Ontario or the Province of British Columbia, as applicable, on which the principal commercial banks in the City of Toronto, Ontario or Vancouver, British Columbia, as applicable, are open for business;

“ Calculations ” has the meaning specified in Section 2.4(b);

“ CASL ” means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act , SC 2010, c 23,

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or any successor thereof as amended from time to time, and includes any regulations and practice guidelines issued by any Governmental Authority in respect thereof and any other Applicable Laws governing spam or electronic communications, as applicable;

“ Claim ” means any claim, demand, complaint, assessment or reassessment, charge, administrative monetary penalty or Legal Proceeding;

“ Closing ” means the completion of the sale to and purchase by the Purchaser of the Purchased Shares and the completion of all other transactions contemplated by this Agreement that are to occur at the same time as the sale and purchase of the Purchased Shares;

“ Closing Balance Sheet ” has the meaning specified in Section 2.4(a)(i);

“ Closing Date ” means three Business Days following the date upon which all conditions to Closing set forth herein have been satisfied or waived (except those that by their nature, are to be satisfied on the Closing Date), or such other date as may be agreed by the Parties;

“ Closing Document ” means any agreement, certificate or other instrument to be executed or delivered at Closing as required pursuant to Section 5.1 or Section 5.2, as applicable;

“ Closing Time ” means 12:00 p.m. Toronto time on the Closing Date or such other time on such date as the Parties may agree in writing as the time at which the Closing shall take place;

“ Closing Working Capital ” has the meaning specified in Section 2.4(a)(ii);

“ Collective Agreement ” means any agreement, letter of understanding, letter of intent or other written communication with any trade union or employee association that contains the terms and conditions of employment of any of the Employees and imposes obligations on the applicable Person;

“ Confidential Information ” means all trade secrets, know-how and other confidential or proprietary information and data of or relating to the Corporation or the Business;

“ Consent ” means: (a) any notice required to be given to any Person, other than any Governmental Authority; and (b) any approval, consent, permit, waiver, ruling or exemption required to be obtained from any Person other than a Governmental Authority;

“ Contract ” means any oral or written contract, agreement, instrument or other commitment to which the applicable Person is a party or is otherwise bound, including those listed or described in any Schedule to the Disclosure Letter;

“ Corporation ” has the meaning specified in Recital A on the first page of this Agreement;

“ Corporation’s Accountant ” means BDO Canada LLP;

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“ Corporation’s Annual Financial Statements ” means the trial balance of the Corporation as at and for the fiscal years ending for the period from inception to August 31, 2021;

“ COVID-19 ” means the novel coronavirus disease, also known as severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2), and each strain thereof;

“ Damages ” means, whether involving a Direct Claim or Third Party Claim, any and all damages, losses, Liabilities, interest, fines, penalties or assessments and any judgments or settlements relating thereto, including any reasonable professional fees and reasonable costs incurred in investigating, defending or pursuing any of the foregoing or any proceeding relating to the foregoing, excluding special, indirect, exemplary, consequential or punitive damages except to the extent awarded by a court of competent jurisdiction in connection with a Third Party Claim;

“ Debt Instrument ” means any bond, debenture, promissory note, trust indenture, loan agreement or other agreement or document evidencing Indebtedness and includes any agreement or instrument granting a security interest in any of the property, assets or undertaking of the applicable Person to secure the obligations of that Person under any of the foregoing;

“ Defending Party ” has the meaning specified in Section 8.9;

“ Direct Claim ” means any matter, event or circumstance that is not a Third Party Claim, which entitles an Indemnified Party to make a Claim for indemnification under Article 8 of this Agreement;

“ Disclosure Letter ” means the Vendor’s disclosure letter dated as of the Effective Date, delivered by the Vendor to the Purchaser contemporaneously with the execution and delivery of this Agreement and includes the schedules thereto, unless the context requires otherwise;

“ Effective Date ” means the date first set out above;

“ Employee ” means an individual who is employed by the Corporation, whether on a fulltime or part-time basis, including those individuals employed on a temporary basis, on disability leave, maternity leave, parental leave, compassionate care leave or other approved leave or approved or unapproved absence (and including, as at the Closing Date, the Transferred Employees);

“ Employee Benefit Plans ” means all compensation, bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, vacation pay, sick leave, hospitalization or other medical, health and welfare benefits, disability, life or other insurance, health insurance premiums, flexible work policies, maternity or parental leave, supplemental employment insurance plan, profit-sharing, employee assistance, pension, retirement or supplemental retirement benefit plans, arrangements or agreements, and all other similar employee benefit plans, arrangements or agreements, that are

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maintained by the Corporation for the benefit of any of the Employees or former employees of the Corporation or any beneficiaries of any of them, except that the term “ Employee Benefit Plans ” does not include any statutory plan with which the Corporation is required to comply, including the Canada Pension Plan or any plan administered under applicable Tax Legislation or federal or provincial health, workers’ compensation, workers’ safety and insurance and employment insurance legislation;

“ Employment Agreements ” has the meaning specified in Section 5.1.12;

“ Equipment Lease(s) ” means lease(s) of personal property to which the Corporation is a party or under which it has rights or obligations;

“ Fundamental Representations ” means each of the representations and warranties in Sections 3.1.1 [Incorporation and Qualification] , 3.1.2 [No Solvency or Reorganization Proceedings] , 3.1.3 [Authorized and Issued Capital] , 3.1.4 [No Other Agreements or Options], 3.1.5 [No Conflicts] and 3.1.6 [Required Regulatory Approvals];

“ Governmental Authority ” means any federal, provincial, territorial, municipal, local or other government in Canada or any other country having jurisdiction over the Corporation, the Business or either Party, including any public ministry, department, agency, commission, board, bureau, Tribunal, stock exchange or securities commission or other law or regulation-making entity;

“ Guarantee ” means any agreement, contract or commitment providing for a guarantee with respect to the Liabilities or other obligations of any Person;

“ Indebtedness ” means with respect to any Person, without duplication, any of the following: (a) any indebtedness for borrowed money; (b) any obligations evidenced by bonds, debentures, notes or other similar instruments; (c) any obligations to pay the deferred purchase price of property or services; (d) any obligations as lessee under capitalized leases or other obligations required to be classified and accounted for as capital obligations under generally accepted accounting principles; (e) any indebtedness created or arising under any conditional sale or other title retention agreement with respect to acquired property; (f) any obligations, contingent or otherwise, under acceptance credit, letters of credit or similar facilities; (g) any other obligation that in accordance with generally accepted accounting principles is required to be classified and accounted for as debt on the balance sheet of such Person; and (h) obligations under any Guarantee;

“ Indemnified Party ” means a Person whom the Vendor or the Purchaser (or both of them), as the case may be, is required to indemnify under Article 8;

“ Indemnifier ” means, in relation to an Indemnified Party, the Party that is required to indemnify such Indemnified Party under Article 8;

“ Indemnity Payment ” has the meaning specified in Section 8.6(a);

“ Independent Accountant ” has the meaning specified in Section 2.5(b);

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“ Information ” means all information regarding the Purchaser which has been publicly filed by or on behalf of the Purchaser on its SEDAR profile at www.sedar.com since December 1, 2019, but prior to the Effective Date;

“ Intellectual and Industrial Property ” means tangible or intangible property in which Intellectual and Industrial Property Rights subsist and/or that is subject to Intellectual and Industrial Property Rights;

“ Intellectual and Industrial Property Rights ” means: (a) proprietary rights provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, or any other statutory provision or common law principle that provides a right in either intellectual property or the expression or use of intellectual property and the goodwill associated therewith and symbolized thereby; and (b) applications, registrations or any other evidence of a right in any of the foregoing;

“ Interested Person ” means any officer, director or shareholder of the applicable Person or any Person with which such Person does not deal at arm’s length within the meaning of the Tax Act;

“ Interim Period ” means the period from and including the time of the execution of this Agreement to the earlier of: (a) the Closing Time; and (b) the early termination of this Agreement;

“ Investment Agreement ” means the Investment Agreement entered to be entered into between TIMIA and Dan Flaro on or before the Closing Date whereby Dan Flaro will agree to subscribe for TIMIA Common Shares and TIMIA Series A Preferred Shares in the aggregate amount of not less than $1,000,000;

“ Investor Rights and Voting Agreement ” has the meaning specified in Section 4.7.3;

“ Landlord ” means Timbercreek Capital Inc.;

“ Leased Property ” means any premises that the applicable Person leases, uses and/or occupies pursuant to the Leases, and the interest thereof in all buildings, structures, fixtures, erections, improvements, easements, rights-of-way, spur tracks and other appurtenances situated on or forming part of those premises, including, without limitation, that part of the leased premises situated on the second floor of the building forming part of the Location;

“ Leases ” means all leases, subleases, agreements or other rights of occupancy pursuant to which the Corporation leases, uses or occupies any real property, including, without limitation, the Price Street Lease;

“ Legal Proceeding ” means any litigation, action, suit, petition, hearing, arbitration proceeding or other proceeding, whether administrative, civil or criminal, in law, by statute or in equity, or before any Tribunal and includes any appeal or review and any application for same;

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“ Letter of Intent ” means the letter of intent between the Purchaser, the Vendor, Pivot Financial Inc. and the Corporation in respect of the transactions contemplated under this Agreement and the Asset Purchase Agreement, dated as of the Letter of Intent Date;

“ Letter of Intent Date ” means August 16, 2021;

“ Liabilities ” means any liabilities, Claims, demands, obligations, debts or other forms of Indebtedness of any Person, owing or owed, whether known or unknown, present or future, or absolute or contingent;

“ License ” means: (a) any license, permit, approval, authorization, delegation of authority, certificate or registration granted by any Governmental Authority; (b) any designation as a qualified supplier listed in Schedule 3.1.38 to the Disclosure Letter or by any party to a Material Contract; or (c) any other designation or certification currently maintained by the applicable Person;

“ Licensed IP ” means Intellectual and Industrial Property that is used by the applicable Person under a license arrangement or arrangement from another Person;

“ Lien ” means any lien, mortgage, charge, pledge, hypothec, security interest, title retention agreement, easement, right of way or other encumbrance of any kind, including those which secure payment or performance of an obligation or otherwise affects the right, title or interest in or to any particular property;

“ Location ” means, collectively, the following lands and premises:

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(a) 21 Price Street, Toronto, Ontario and legally described as part of
,
being
(b) 23 Price Street, Toronto, Ontario and legally described as part of
,
and
(c) 25 Price Street, Toronto, Ontario and legally described as part of
----- End of picture text -----

“ Material Adverse Effect ” means any effect, event, result, occurrence, state of facts, development or change that is, or could reasonably be expected to be, material and adverse to: (a) any of the Purchased Shares; (b) the Business or the assets, operations, results of operations, cash flows, properties, Liabilities, affairs or condition (financial or otherwise) of the Corporation; or (c) the ability of the Vendor to timely perform any of the obligations under this Agreement, except to the extent that the material adverse effect results from or is caused by: (i) worldwide, national or local economic, political or regulatory conditions, including war, armed hostilities, acts of terrorism, emergencies, crises and natural disasters, or changes in the markets or industry in which the Business operates, but excluding

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COVID-19; (ii) any change in Applicable Laws; (iii) any change in generally accepted accounting principles; (iv) the entering into and/or the announcement of this Agreement and the transactions contemplated by it; (v) any act or omission of the Vendor prior to the Closing Date taken with the prior written consent or at the written request of the Purchaser; (vi) any act or omission of the Purchaser, or actions approved or consented to by the Purchaser; or (vii) any action expressly required or permitted to be taken pursuant to this Agreement; provided, however, that any of the clauses (i) to (iii) shall not apply to the extent that any of the changes, effects, events or occurrences therein disproportionately adversely affect the Corporation or the Business in comparison to other Persons who operate in the same industry in which the Corporation or the Business primarily operates;

“ Material Contracts ” has the meaning specified in Section 3.1.26(a);

“ Non-Competition and Non-Solicitation Agreement ” has the meaning specified in Section 5.1.3(j);

“ Notice of Acceptance ” has the meaning specified in Section 2.5(a);

“ Notice of Objection ” has the meaning specified in Section 2.5(a);

“ Order ” means any order, directive, judgment, decree, award, injunction, ruling, assessment, stipulation, determination or writ of any Tribunal;

“ Owned IP ” means Intellectual and Industrial Property that is owned by the applicable Person;

“ Parties ” means the Vendor and the Purchaser and “ Party ” means either one of them or a particular one of them, as the context requires;

“ Permitted Liens ” means:

(a) Liens for Taxes and utilities which are not due or in arrears;
(b) easements, encroachments and other minor imperfections of title which relate to real property and which do not, individually or in the aggregate, detract from or reduce the value of or impair or reduce the use or marketability of any real property;
(c) construction, mechanics’, carriers’, workers’, repairers’, storers’ or other similar Liens: (i) that, individually or in the aggregate, are not material; (ii) that arose or were incurred in the ordinary course of business; (iii) that are related to obligations not due or in arrears; and (iv) that have not been registered or filed under Applicable Laws; and
(d) the Liens listed or described in Schedule 1.1A to the Disclosure Letter,

provided all of the foregoing have been complied with in all material respects prior to the Closing Time;

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“ Person ” includes any individual, body corporate, unlimited liability company, limited liability corporation, partnership, limited liability partnership, sole proprietorship, firm, joint stock company, joint venture, trust, unincorporated association, unincorporated organization, syndicate, Governmental Authority and any other entity or organization of any nature whatsoever;

“ Personal Information ” means information about an identifiable individual as defined in Privacy Laws;

“ PFI ” means Pivot Financial Inc.

“ PFI Plan ” means the Employee Benefit Plan held by PFI as at the Effective Date;

“ Post-Closing Adjustment Amount ” has the meaning specified in Section 2.6(a);

“ Post-Closing Adjustment Amount Dispute Expenses ” has the meaning specified in Section 2.5(d);

“ Price Street Lease ” means the sublease agreement with respect to that part of the leased premises situated on the second floor of the building forming part of the Location, as between the Landlord, as sublandlord, and the Corporation, as subtenant, dated July 21, 2020;

“ Privacy Laws ” means the Personal Information Protection and Electronic Documents Act (Canada) and any comparable Applicable Laws of any province or territory of Canada;

“ Purchase Price ” has the meaning specified in Section 2.2(a);

“ Purchased Shares ” means all of the issued and outstanding shares in the capital of the Corporation as at the Closing Time;

“ Purchaser ” has the meaning specified on the first page of this Agreement;

“ Purchaser Financial Statements ” has the meaning specified in Section 3.2.12;

“ Purchaser Indemnified Parties ” means the Purchaser and its Affiliates (including, following the Closing, the Corporation) and their respective directors, officers, agents, employees and shareholders, including their respective successors and assigns, heirs and legal representatives, as applicable but, notwithstanding anything herein, does not mean or include the Vendor (or prior to the Closing, the Corporation);

“ Purchaser Material Adverse Effect ” means any effect, event, result, occurrence, state of facts, development or change that is, or could reasonably be expected to be, material and adverse to: (a) any of the TIMIA Consideration Shares; (b) the business or the assets, operations, results of operations, cash flows, properties, Liabilities, affairs or condition (financial or otherwise) of the Purchaser; or (c) the ability of the Purchaser to timely perform any of the obligations under this Agreement, except to the extent that the material adverse effect results from or is caused by: (i) worldwide, national or local economic,

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political or regulatory conditions, including war, armed hostilities, acts of terrorism, emergencies, crises and natural disasters, or changes in the markets or industry in which the Business operates, but excluding COVID-19; (ii) any change in Applicable Laws; (iii) any change in generally accepted accounting principles; (iv) the entering into and/or the announcement of this Agreement and the transactions contemplated by it; (v) any act or omission of the Purchaser prior to the Closing Date taken with the prior written consent or at the written request of the Vendor; (vi) any act or omission of the Vendor, or actions approved or consented to by the Vendor; or (vii) any action expressly required or permitted to be taken pursuant to this Agreement; provided, however, that any of the clauses (i) to (iii) shall not apply to the extent that any of the changes, effects, events or occurrences therein disproportionately adversely affect the Purchaser or the business of the Purchaser in comparison to other Persons who operate in the same industry in which the Purchaser primarily operates;

“ Purchaser’s AGSM ” means the annual general and special meeting of the shareholders of the Purchaser anticipated to be held on or about October 27, 2021;

“ Purchaser’s Solicitor ” means MLT Aikins LLP, in its capacity as the solicitors of the Purchaser;

“ Regulatory Approval ” means: (a) any notice required to be provided under any Applicable Law; and (b) any approval, consent, ruling, authorization, permit or acknowledgement required from any Person, including any Governmental Authority, pursuant to any Applicable Law;

“ Representatives ” means, in respect of a Party, that Party’s directors, officers, employees, agents, solicitors, accountants, professional advisors and other representatives involved in the transactions contemplated by this Agreement and, in the case of the Vendor prior to Closing, includes those of the Corporation, as the case may be;

“ Review Period ” has the meaning specified in Section 2.4(b);

“ Service Providers ” has the meaning specified in Section 3.1.14(b);

“ Stub Period Returns ” has the meaning specified in Section 4.5.1;

“ Subsidiaries ” means, with respect to any Person (other than an individual), any other Person (other than an individual) that such Person controls, whether directly or indirectly;

“ Target Working Capital ” means

;

“ Tax ” or “ Taxes ” means: (a) all taxes, assessments, charges, dues, duties, rates, fees, premiums, air travellers security charges, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Authority under any Applicable Law, including Tax Legislation, including, Canadian federal, provincial, territorial, municipal and local, foreign or other income, alternative or add-on minimum tax, capital, goods and services, harmonized sales, retail sales, use, consumption, excise, stamp, value-

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added, ad valorem, business, franchising, property, development, occupancy, employment, social services, education, real property, personal property, transfer, land transfer, withholding, payroll, or employer health taxes, customs, import, anti-dumping or countervailing duties, Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, and provincial workers’ compensation payments, including any interest, penalties, additions to tax and fines associated therewith, or other additional amounts imposed by any Governmental Authority in respect thereof; and (b) any liabilities in respect of any item described in clause (a) payable by reason of Contract, assumption, transferee or successor liability, or operation of law;

“ Tax Act ” means the Income Tax Act (Canada) as it may be amended from time to time and the Regulations promulgated thereunder;

“ Tax Legislation ” means the Tax Act and all federal, provincial, territorial, municipal, foreign, or other statutes imposing a Tax, including all treaties, conventions, rules, regulations, Orders, and decrees of any jurisdiction;

“ Tax Reassessment Period ” shall mean, with respect to a taxation year or other period of the applicable Person, the latest of: (a) the period ending on the first date on which no assessment, reassessment or other document assessing liability for Tax, interest or penalties may be issued to such Person in respect of the taxation year or period pursuant to any Tax Legislation (including, for greater certainty, any extensions or waivers); (b) the date upon which the such Person’s right to file a notice of objection to an assessment or reassessment or other document in respect of the taxation year or period expires; and (c) the date upon which no further appeals in respect of such assessment, reassessment or other document in respect of the taxation year or period are available to such Person;

“ Tax Returns ” means all reports, elections, returns, and other documents required to be filed under the provisions of any Tax Legislation and any Tax forms required to be filed, whether in connection with a Tax Return or not, under any provisions of any applicable Tax Legislation;

“ Termination Date ” means 90 days following the Effective Date;

“ Third Party Claim ” means any Claim by any Person who is not a Party against an Indemnified Party in respect of which such Indemnified Party may make a Claim for indemnification under Article 8 of this Agreement;

“ TIMIA Common Shares ” means common shares in the capital of the Purchaser;

“ TIMIA Consideration Shares ” has the meaning specified in Section 2.3(b);

“ TIMIA Series A Preferred Shares ” means the 8% Series A Preferred shares in the capital of the Purchaser;

“ Transaction Expenses ” means any commissions, fees and expenses (including the commissions, fees and expenses of any other accountants, advisors, brokers, consultants

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and legal counsel, including, without limitation, the Vendor’s Solicitor and the Vendor’s accountant) and transaction bonuses, retention payments, stay bonuses or other payments to employees, contractors, consultants or other Persons, in each case, of or incurred by any of the Vendor or the Corporation or any of their respective Affiliates (excluding, following the Closing, the Purchaser or any of its Affiliates other than the Corporation) in connection with the transactions contemplated by this Agreement;

“ Transferred Employee Agreements ” has the meaning specified in Section 4.1.4(a);

“ Transferred Employees ” means ;

“ Transferred Employee Offer Date ” has the meaning specific in Section 4.1.4(a);

“ Tribunal ” means any court (including a court of equity), arbitrator or arbitration or dispute settlement panel, or any Governmental Authority or other body or Person exercising administrative, ministerial, adjudicative, regulatory, judicial or quasi-judicial powers, including any stock exchange;

“ TSXV ” means the TSX Venture Exchange;

“ TSXV Approval ” means the approval and acceptance of the TSXV of the transactions contemplated in this Agreement, including, but not limited to, the issuance of TIMIA Consideration Shares to the Vendor in accordance with this Agreement and the listing of the TIMIA Consideration Shares issuable pursuant thereto on the TSXV and all matters ancillary thereto;

“ Vendor ” has the meaning specified on the first page of this Agreement;

“ Vendor’s Solicitor ” means Cassels Brock & Blackwell LLP in its capacity as the solicitors of the Vendor; and

“ Working Capital ” means, in respect of the Corporation, current assets (including, without limitation, cash and cash equivalents, trade and other receivables and prepaid expenses) minus current liabilities (including without limitation: (a) trade and other payables; (b) any and all accrued salary and vacation as at the Closing Date), calculated using generally accepted accounting principles and consistent with the accounting principles, methodologies, policies and practices used for the Corporation’s Annual Financial Statements (to the extent consistent with generally accepted accounting principles).

1.2 Certain Rules of Interpretation In this Agreement and the Schedules:

(a) Commercially Reasonable. “Commercially reasonable efforts/actions/steps” means the efforts that a prudent Person who desires to achieve a result would use in similar circumstances to ensure that such result is achieved as expeditiously as

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possible to the extent that such efforts are sound from a commercial and business point of view.

(b) Consent. Whenever a provision of this Agreement requires or contemplates the consent or approval of a Party and that approval or consent is not delivered within the applicable time limit, then, unless otherwise specified, that Party will be deemed to have withheld its approval or consent.
(c) Currency. Unless otherwise specified, all dollar amounts in this Agreement, including the symbol “$”, refer to Canadian currency.
(d) Gender and Number. In this Agreement, unless the context requires otherwise, any reference to gender includes all genders and words importing the singular number only include the plural and vice versa.
(e) Predecessors and Successors. In this Agreement, unless the context requires otherwise, any reference to a Person shall be deemed to include their respective predecessors and successors.
(f) Headings, etc. The division of this Agreement into Articles, Sections and other subdivisions and the inclusion of headings and a table of contents are provided for convenience only and do not affect the construction or interpretation of this Agreement.
(g) Including. In this Agreement, the words “include” or “including” mean “include (or including) without limitation” and the words following “include” or “including” are not to be considered an exhaustive list.
(h) Knowledge. Any reference to “to the knowledge of the Vendor” means the knowledge of the Vendor and includes the knowledge that the Vendor would be expected to have after making reasonable inquiries regarding the relevant personnel of the Corporation.
(i) Ordinary Course. The terms “ordinary course” and “ordinary course of business” means, with respect to an action taken by a Person, that such action is consistent with the past practices of the Person or its business, as the case may be, and is taken in the ordinary course of the normal day-to-day operations of the Person or its business.
(j) Performance on Holidays. If any act is required by the terms of this Agreement to be performed on a day which is not a Business Day, the act will be valid if performed on the next succeeding Business Day.
(k) References to Documents. Unless otherwise specified, any reference in this Agreement to this Agreement or any other agreement or document, is a reference to this Agreement or the other agreement or document as it may have been, or may

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from time to time be, amended, supplemented, restated, novated or replaced and includes all schedules to it and to the Disclosure Letter.

(l) References to Persons. Unless the context otherwise requires, any reference in this Agreement to a Person includes its successors and permitted assigns.
(m) References to this Agreement. The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement as a whole and not to any particular Section or portion of it.
(n) Statutory References. Unless otherwise specified, any reference in this Agreement to a statute includes all rules and regulations made under it, in each case as it or they may have been, or may from time to time be, amended or re-enacted.
(o) Time. Time is of the essence of this Agreement, and no extension or variation of this Agreement will operate as a waiver of this provision.
(p) Time Periods. Unless otherwise specified, a period of days (or Business Days) will be deemed to begin on the first day (or Business Day) after (or, in the calculation of days (or Business Days) prior to an event, the first day (or Business Day) prior to) the event which began the period and to end at 5:00 p.m. (Toronto time) on the last day of the period. If a period of time is to expire on any day that is not a Business Day, the period will be deemed to expire at 5:00 p.m. (Toronto time) on the next succeeding Business Day.
(q) Trade Terms. Unless otherwise defined in this Agreement, words or abbreviations which have well-known trade meanings are used in this Agreement with those meanings.

1.3 Virtual Data Room

Any reference to a document or matter being “made available to the Purchaser” includes the posting of such document or matter on the virtual data room established by the Vendor to which the Purchaser has had access; provided that access to such documents or matters via the virtual data room shall have been granted to the Purchaser at least two days prior to the Effective Date. Any reference to a document or matter being “made available to the Vendor” includes any document publicly filed by or on behalf of the Purchaser on its SEDAR profile at www.sedar.com.

1.4 Entire Agreement

(a) This Agreement together with the agreements and other documents to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral, written or otherwise, of the Parties or any of their respective Affiliates with respect thereto (including the Letter of Intent). There are no representations, warranties, covenants

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or other agreements between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document delivered pursuant to this Agreement. For greater certainty, the Vendor agrees that notwithstanding anything contained in the Letter of Intent, any and all confidentiality obligations of the Purchaser and the Corporation under the Letter of Intent shall cease to exist upon the Closing.

(b) No supplement, modification, amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

1.5 Applicable Law

This Agreement shall be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and shall be treated, in all respects, as an Ontario contract.

1.6 Accounting Principles

Unless otherwise specified, any reference in this Agreement to “generally accepted accounting principles” or “GAAP” is to the accounting standards for private enterprises, and for greater certainty, Part II of the CPA Canada Handbook, in effect in Canada at the date of determination and consistently applied in accordance with past practices.

1.7 Schedules

The Schedules to this Agreement (if any), and the Disclosure Letter (and the Schedules thereto), form an integral part of this Agreement.

ARTICLE 2 PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale

Subject to the terms and conditions of this Agreement, the Vendor shall sell to the Purchaser, effective as at the Closing Time, and the Purchaser shall purchase from the Vendor, effective as at the Closing Time, the Purchased Shares, free and clear of all Liens.

2.2 Amount of Purchase Price

(a) Subject to adjustment in accordance with this Agreement (including, without limitation, Section 2.6), the aggregate consideration payable by the Purchaser to the Vendor for the Purchased Shares shall be equal to $4,500,000 (the “ Purchase Price ”), which will be payable to the Vendor in accordance with Section 2.3.
(b) Subject to its final determination in accordance with this Agreement, the Purchase Price shall be allocated amongst the Purchased Shares as agreed to by the Parties.

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2.3 Closing Payments

Subject to adjustment in accordance with this Agreement, the Purchase Price will be paid and satisfied as follows:

(a) as to $1,000,000, the Purchaser shall pay to the Vendor on the Closing Date, by wire transfer of immediately available funds in accordance with written wire instructions to be provided by the Vendor prior to the Closing Date;
(b) on the Closing Date, the Purchaser shall issue to the Vendor from treasury, on a prospectus and registration exempt basis:
(i) as to $1,500,000, by issuing to the Vendor 5,000,000 TIMIA Common Shares, which is equal to the quotient obtained by dividing $1,500,000 by $0.30 per share; and
(ii) as to $2,000,000, by issuing to the Vendor 2,000,000 TIMIA Series A Preferred Shares at a deemed price of $1.00 per TIMIA Series A Preferred Share,

(collectively, the “ TIMIA Consideration Shares ”), as validly issued and fully paid and non-assessable shares, free and clear of any Liens (other than pursuant applicable statutory or TSXV resale restrictions), and shall deliver or cause to be delivered to the Vendor eight share certificates representing the TIMIA Consideration Shares, rounded to the nearest whole share, as follows:

(A) one certificate representing 10% of the total TIMIA Common Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is four months after the Closing Date ]”;
(B) one certificate representing 10% of the TIMIA Series A Preferred Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is four months after the Closing Date ]”;
(C) one certificate representing 20% of the TIMIA Common Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the

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holder of this security must not trade the security before the date that is [ insert the date that is six months after the Closing Date ]”;

(D) one certificate representing 20% of the TIMIA Series A Preferred Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is six months after the Closing Date ]”;
(E) one certificate representing 30% of the TIMIA Common Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is nine months after the Closing Date ]”;
(F) one certificate representing 30% of the TIMIA Series A Preferred Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is nine months after the Closing Date ]”;
(G) one certificate representing 40% of the TIMIA Common Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is 12 months after the Closing Date ]”; and
(H) one certificate representing 40% of the TIMIA Series A Preferred Shares issued as TIMIA Consideration Shares having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is 12 months after the Closing Date ]”; and
(c) on the Adjustment Date, the Purchaser or the Vendor, as the case may be, shall pay (or cause to be paid) the Post-Closing Adjustment Amount (for greater certainty, the absolute value thereof), if any, in accordance with Section 2.6(b).

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2.4 Preparation of the Closing Balance Sheet and Determination of Closing Working Capital
(a) Following the Closing Date, the Purchaser shall cause the Corporation’s Accountant to prepare, at the Corporation’s and the Purchaser’s equal expense, which the Corporation’s portion of the expense shall be accrued in the Closing Balance Sheet in the full amount and deliver to the Vendor on or before the date that is 60 days following the Closing Date:
- (i) the balance sheet of the Corporation as at the date immediately preceding the Closing Date, based on generally accepted accounting principles, applying the same accounting policies and practices as applied to the Corporation’s Annual Financial Statements (to the extent consistent with generally accepted accounting principles) (the “ Closing Balance Sheet ”); and
- (ii) a calculation of Working Capital as at the Closing Time (based upon the Closing Balance Sheet, to the extent applicable) (the “ Closing Working Capital ”).
(b) Following receipt of the Closing Balance Sheet and the calculations of the Closing Working Capital (in this Section 2.4, such calculations being referred to as the “ Calculations ”), the Vendor will have 30 days to review same (the “ Review Period ”). During the Review Period, the Purchaser will cause the Corporation to give access, and shall ensure that the Corporation’s Accountant gives access, upon every reasonable request, to the Vendor, to the Books and Records and working papers of the Corporation and the Corporation’s Accountant relating to, or created in connection with, the preparation of the Closing Balance Sheet and/or the Calculation to verify the accuracy, presentation and other matters relating to the preparation of the Closing Balance Sheet and the Calculations, and to enable the Vendor to exercise the rights under Section 2.5.
(c) The Parties shall each bear their own fees and expenses, including the fees and expenses of their respective auditors/accountants, in reviewing the Closing Balance Sheet and the Calculations, provided that if a dispute regarding the Closing Balance Sheet or any of the Calculations is submitted for determination to the Independent Accountant under Section 2.5(b), the fees and expenses of such Parties and the Independent Accountant will be paid in accordance with Section 2.5(d).

2.5 Acceptance or Dispute of the Closing Balance Sheet, Closing Working Capital

(a) Following receipt of the Closing Balance Sheet and the Calculations as contemplated by Section 2.4, if the Vendor objects to any item(s) on the Closing Balance Sheet or any of the Calculations, the Vendor may so notify the Purchaser by delivering to the Purchaser a written notice to that effect (the “ Notice of Objection ”) prior to the end of the Review Period. The Notice of Objection must set out the reasons for the objection of the Vendor, the item(s) in dispute and the

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Vendor’s calculation of such item(s). If the Vendor does not object to any item on the Closing Balance Sheet or any of the Calculations, the Vendor may so notify the Purchaser by delivering a written notice to that effect (the “ Notice of Acceptance ”). If the Vendor does not deliver a Notice of Objection or a Notice of Acceptance to the Purchaser prior to the end of the Review Period, the Vendor will be deemed to have delivered a Notice of Acceptance to the Purchaser on the last day of the Review Period and the Closing Balance Sheet and the Calculations will be deemed to be final and binding for purposes of the adjustments referred to in Section 2.6. For greater certainty, no Party may attempt to dispute, duplicate or adjust any amount which that Party is required to pay or is entitled to receive as a result of the adjustments referred to in Section 2.6 by making a claim for indemnification under Article 8. If a Notice of Objection is delivered in accordance with this Section 2.5(a), the Parties shall work expeditiously and in good faith to resolve all of the items in dispute set out in the Notice of Objection within 30 days following the delivery of the Notice of Objection. If the objections are so resolved, the Closing Balance Sheet and the Calculations with such changes as are agreed to by the Parties in writing shall be final and binding for purposes of the adjustments referred to in Section 2.6.

(b) Any items in dispute and not resolved by the end of the Review Period shall be submitted by the Parties for determination to the Corporation’s Accountant (or in the event that the Corporation’s Accountant is unwilling or unable to act in the capacity as an independent accountant, another accounting firm to be determined jointly by the Parties, each acting reasonably) (the “ Independent Accountant ”) in accordance with this Section 2.5. In such event, the Parties shall jointly retain the Independent Accountant, and shall cause the Independent Accountant, on the basis set forth in, and in accordance with, this Section 2.5, to determine those item(s) still in dispute. The Parties shall instruct the Independent Accountant to deliver its written determination to the Parties no later than 30 days after submitting the matter to the Independent Accountant for resolution.
(c) In resolving any disputed item, the Independent Accountant may not assign a value to any disputed item that is greater than the greatest value claimed by the Purchaser or the Vendor at the time the Independent Accountant is retained or less than the smallest value claimed for the item by the Purchaser or the Vendor at such time. The scope of the disputes to be resolved by the Independent Accountant is limited to whether the preparation of the Closing Balance Sheet and the Calculations were done in accordance with this Agreement, and the Independent Accountant is not to make any other determination unless jointly requested in writing by the Parties. Notwithstanding anything to the contrary in this Agreement, any disputes regarding the Closing Balance Sheet and/or the Calculations shall be resolved solely and exclusively as set forth in this Section 2.5. The findings and determinations of the Independent Accountant as set forth in its written report shall be deemed final, conclusive and binding upon the Parties and shall not be subject to appeal or collateral attack for any reason, except with respect to any mathematical errors or

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fraud. The Parties shall be entitled to have a judgment entered on such written report in any court of competent jurisdiction.

(d) The fees, expenses and other charges or disbursements of or reimbursements to the Independent Accountant and the reasonable legal and professional fees and expenses of the Parties relating to any disputes submitted to the Independent Accountant pursuant to this Section 2.5 (collectively, for the purposes of this Section 2.5, the “ Post-Closing Adjustment Amount Dispute Expenses ”) shall be borne solely by the Vendor, on the one hand, and the Purchaser, on the other hand, based on the inverse of the percentage that the Independent Accountant’s determination bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. In particular, and for example, should the items in dispute total $50,000 and the Independent Accountant awards $30,000 in favour of the Vendor’s position, 60% of the Post-Closing Adjustment Amount Dispute Expenses shall be borne by the Purchaser and 40% of the Post-Closing Adjustment Amount Dispute Expenses shall be borne by the Vendor.
(e) The Parties shall cooperate with the Independent Accountant during its resolution of the dispute and make readily available to the Independent Accountant all relevant Books and Records and any working papers (including those of the accountants of the Corporation) relating to the Closing Balance Sheet, the Calculations and/or the Notice of Objection and all other items reasonably requested by the Independent Accountant in connection therewith, provided that neither the Purchaser nor the Vendor shall be required to provide any documents that are subject to solicitorclient privilege and that address the interpretation of this Agreement with respect to the determination of the Closing Working Capital. If the Vendor does not reasonably cooperate with the Independent Accountant in resolving the dispute or fails to comply with any dispute resolution procedures set forth herein, then the Closing Balance Sheet and all calculations delivered by the Purchaser to the Vendor shall be deemed agreed, final and binding on the Parties. If the Purchaser does not reasonably cooperate with the Independent Accountant in resolving the dispute or fails to comply with any dispute resolution procedures set forth herein, then all items described in the Notice of Objection delivered by the Vendor to the Purchaser shall be deemed agreed, final and binding on the Parties.
(f) The procedure set out in this Section 2.5 for resolving disputes with respect to the Closing Balance Sheet and the Calculations and post-Closing payments to be made pursuant to Article 2 hereof is the sole and exclusive method of resolving those disputes, absent a clear and manifest error. However, this Section 2.5(f) will not prohibit the Purchaser or the Vendor, from commencing litigation to compel specific performance of this Section 2.5 or to enforce the determination of the Independent Accountant.

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2.6 Post-Closing Adjustments

(a) The Purchase Price will be adjusted as follows:
(i) if the Closing Working Capital, as finally determined in accordance with Section 2.5:
- (A) is greater than the Target Working Capital, then the Purchase Price will be increased, dollar for dollar, by the amount of the difference; or
- (B) is less than the Target Working Capital, then the Purchase Price will be decreased, dollar for dollar, by the amount of the difference.

The aggregate amount by which the Purchase Price is adjusted in accordance with this Section 2.6(a) is referred to as the “ Post-Closing Adjustment Amount ”.

(b) If the Purchase Price is increased in accordance with Section 2.6(a), the Purchaser shall pay on the Adjustment Date, the Post-Closing Adjustment Amount (for greater certainty, the absolute value thereof) to the Vendor, by way of either or a combination of (at the election of the Vendor upon notice in writing to the Purchaser):
(i) wire transfer of immediately available funds in accordance with written wire instructions to be provided by the Vendor prior to the Adjustment Date; or
(ii) issuance to the Vendor of additional TIMIA Common Shares from treasury at a price per share of $0.30, such TIMIA Common Shares to form part of the TIMIA Consideration Shares issuable in satisfaction of the Purchase Price, as validly issued and fully paid and non-assessable shares, and shall deliver or cause to be delivered to the Vendor an additional share certificate representing the TIMIA Common Shares rounded to the nearest whole share and having a restrictive legend affixed thereto that provides: “Subject to the terms of the Investor Rights and Voting Agreement dated [ insert the Closing Date ], the holder of this security must not trade the security before the date that is [ insert the date that is 12 months after the Closing Date ]”; provided however that the aforementioned issuance of TIMIA Common Shares shall only be to the extent such issuance does not result in the Vendor (along with any Affiliate of the Vendor) holding an aggregate post-Closing shareholding of issued and outstanding TIMIA Common Shares of greater than 19.9% on a partially diluted basis as calculated by the TSXV.
(c) If the Purchase Price is decreased in accordance with Section 2.6(a), the Vendor shall pay on the Adjustment Date, by wire transfer of immediately available funds in accordance with written wire instructions to be provided by the Purchaser prior

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to the Adjustment Date, the Post-Closing Adjustment Amount (for greater certainty, the absolute value thereof) to the Purchaser.

2.7 Securities Matters

(a) The Vendor acknowledges that the TIMIA Consideration Shares will be subject to, and legended to reflect, hold periods and resale restrictions in accordance with the requirements of Applicable Laws and the rules and policies of the TSXV.
(b) The Vendor acknowledges that it is solely responsible to find out what these hold periods and resale restrictions are and that it is solely responsible for compliance with applicable resale restrictions and that it is aware that during any hold period it may not resell the TIMIA Consideration Shares except in accordance with limited exemptions under the Applicable Laws and the rules and policies of the TSXV.

2.8 Tax Matters

Each Party shall be solely responsible for any applicable Taxes that may be incurred by that Party as a result of or in connection with the transactions contemplated under this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendor

The Vendor represents and warrants to the Purchaser as set out in this Section 3.1 as of the Effective Date and as of the Closing Time and acknowledges that the Purchaser is relying on those representations and warranties in entering into this Agreement and completing the transactions contemplated by it.

3.1.1 Incorporation and Qualification

(a) The Corporation is duly organized, validly existing and in good standing under the laws of its governing jurisdiction and has the corporate power and capacity to own, lease, use and operate its property and carry on the Business. Neither the location or character of any property owned or leased by the Corporation nor, the nature of the Business requires the Corporation to be registered or licensed in any jurisdiction other than Canada.
(b) The Corporation is qualified, licensed and registered to carry on the Business and is in good standing pursuant to the federal laws of Canada.
(c) The Corporation has no Subsidiaries and does not own, or have any agreement or right to acquire, directly or indirectly, any securities in any Person. The Corporation is not a member of, or participates in, any partnership, joint venture or similar Person.

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(d) Schedule 3.1.1(d) to the Disclosure Letter contains a full list of all current and past corporate names and business/trade names (including the applicable jurisdiction) of or used by the Corporation.

3.1.2 No Solvency or Reorganization Proceedings

The Corporation is not insolvent and no proceedings have been taken or authorized by the Vendor, the Corporation, or, to the knowledge of the Vendor, by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Corporation or with respect to any amalgamation, merger, consolidation, arrangement, receivership or reorganization of, or relating to, the Corporation, nor, to the knowledge of the Vendor, have any such proceedings been threatened by any other Person.

3.1.3 Authorized and Issued Capital

(a) As of the Effective Date, the authorized capital of the Corporation is comprised of an unlimited number of Class A shares, and an unlimited number of Class B shares.
(b) Schedule 3.1.3(b) to the Disclosure Letter sets out all of the issued and outstanding shares in the capital of the Corporation (and the registered and beneficial owner thereof). All such shares have been duly authorized, are validly issued and are outstanding as fully paid and non-assessable shares in the capital of the Corporation.
(c) The Purchased Shares: (i) are the only issued and outstanding shares in the capital of the Corporation; (ii) were duly authorized; (iii) are validly issued; (iv) are outstanding as fully paid and non-assessable shares in the capital of the Corporation; (v) were not issued in violation of any Applicable Laws; and (vi) are not subject to and were not issued in violation of any pre-emptive rights, rights of first refusal or rights of first offer.

3.1.4 No Other Agreements or Options

As of the Closing Date, other than the Purchaser pursuant to this Agreement, no Person has any agreement or option or any right or privilege capable of becoming an agreement or option, to acquire any of the issued and outstanding shares in the capital of the Corporation. No Person has any right, option or agreement to acquire any shares or other securities (including, without limitation, any shares or securities which have yet to be issued) from the Corporation.

3.1.5 No Conflicts

Neither the execution and delivery of or performance by the Vendor of this Agreement will result in a breach of, or conflict with, or cause the acceleration of any payment, right or obligation pursuant to, or allow any Person to exercise any rights under, any of the terms or provisions of:

(a) the articles, by-laws or other constating documents of the Corporation; 23

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(b) any resolutions of the directors or shareholders of the Corporation;
(c) any Contract;
any Contract;
(d) any Applicable Laws, provided that all applicable Regulatory Approvals are given or obtained (as applicable) in accordance with each Applicable Law; or
(e) any License of the Corporation.

3.1.6 Required Regulatory Approvals

There is no requirement on the part of the Vendor or the Corporation to give or obtain (as applicable) any Regulatory Approval in connection with the lawful completion of the transactions contemplated by this Agreement or to permit the Corporation to carry on the Business after Closing as it is currently conducted.

3.1.7 Required Consents

Other than with respect to the consent of the Landlord, there is no requirement on the part of the Vendor or the Corporation to give or obtain (as applicable) any Consent in connection with the execution and delivery of this Agreement.

3.1.8 Corporate Records

The minute books of the Corporation and other corporate records made available to the Purchaser for review include:

(a) complete and accurate copies of the constating documents (including the notice of articles and articles) of the Corporation;
(b) complete and accurate minutes of every material meeting (and written resolutions) of the boards of directors (including every committee thereof) and shareholders of the Corporation; and
(c) the securities registers, registers of transfers, registers of directors and registers of officers of the Corporation, each of which is complete, accurate and current.

The minute books of the Corporation have been maintained in accordance with all Applicable Laws. All meetings of directors (including every committee thereof) and shareholders of the Corporation have been duly called and held and all resolutions have been passed in accordance with Applicable Laws. There are no shareholders’ agreements, unanimous shareholders’ agreements or other security holder agreements governing the affairs of the Corporation or the relationships, rights and/or duties of the shareholders or directors thereof or any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any shares of the Corporation.

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3.1.9 Dividends and Distributions

Except as identified in Schedule 3.1.9 of the Disclosure Letter, since the Letter of Intent Date, the Corporation has not, directly or indirectly: (i) declared or paid any dividends or declared or made any other distribution or return of capital in respect of any of its securities; (ii) redeemed, purchased or otherwise acquired any of its outstanding securities; or (iii) agreed to do any of the foregoing.

3.1.10 Residence of Vendor

The Vendor is not a “non-resident” of Canada within the meaning of the Tax Act.

3.1.11 Business Carried on in Ordinary Course

The Corporation does not carry on any business other than the Business. In addition, and notwithstanding anything contained herein, since the Letter of Intent Date, the Corporation has carried on the Business in the ordinary course. Without limiting the generality of the foregoing representations in this Section 3.1.11, since the Letter of Intent Date, the Corporation has not:

(a) suffered any material loss of customers, Employees, suppliers, Business, assets, or goodwill;
(b) transferred, assigned, sold or otherwise disposed of any of its property or assets to customers other than in the ordinary course;
(c) terminated, discontinued, suspended or reduced any operations (including any product or services previously offered or provided) or closed or disposed of any facility or business operation;
(d) made or committed to make any capital expenditures or other expenditures in excess of $50,000 individually or in the aggregate;
(e) suffered any material damage to or destruction or loss of, any material property or asset (whether or not covered by insurance), or suffered an extraordinary loss, or waived any right of material value;
(f) discharged or satisfied any Lien or paid any Indebtedness (other than trade payables), except in the ordinary course of business (or in excess of $50,000 whether or not discharged or satisfied in the ordinary course of business);
(g) incurred any Indebtedness (other than trade payables incurred in the ordinary course) or suffered or permitted to suffer any Lien on or relating to any of its property, assets or undertaking, other than Permitted Liens;
(h) undergone any strike, work stoppage or organizing drive or application for certification in respect of a trade union or voluntarily recognized a trade union as a representative of any Employee(s);

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(i) directly or indirectly engaged in any transaction (including the making of a payment), or entered into any Contract or arrangement, with the Vendor or any other Interested Person;
(j) hired or made any wage, salary or other compensation increase in respect of any Employee except in the ordinary course of business and except the hiring of the Transferred Employees (or in excess of $10,000 annually whether or not made in the ordinary course of business);
(k) amended, terminated or renegotiated any Material Contract or any Contract that would have constituted a Material Contract prior to its amendment, termination or renegotiation;
(l) entered into a Material Contract or any agreement lasting longer than 30 days in duration;
(m) terminated, transferred or modified any Intellectual and Industrial Property Rights;
(n) issued, sold, granted or delivered any shares in its capital stock or any other securities thereof or granted any rights to any Person relating thereto;
(o) amended or taken any action to amend its articles or by-laws or taken any steps (whether by its directors, officers or shareholders) to dissolve, wind-up or otherwise affect its continuing corporate existence, or amalgamate, merge or enter into a similar business combination with any Person;
(p) changed its accounting principles, practices, methods or procedures, including, without limitation, with respect to the management of its Working Capital, or made any election or designation, or any change in an election or designation, with respect to Taxes;
(q) cancelled any debts or Claims or amended, terminated or waived any rights of value to it;
(r) undergone a Material Adverse Effect; or
(s) authorized, agreed or become bound to do any of the foregoing.

3.1.12 Compliance with Applicable Laws

The Corporation has been and is, and the Business has been conducted and is being conducted, in material compliance with all Applicable Laws. The Corporation has not received any notice of any violation or alleged violation of any Applicable Law.

3.1.13 CASL

The Corporation has at all times been in compliance with CASL, as CASL exists as at the Effective Date. The Corporation has not received any inquiries, warning letters, notices to

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produce, notices of investigation or notices of violation from any applicable Governmental Authority, or been subject to a warrant or injunction, been assessed any administrative monetary penalties by any Governmental Authority, been the subject of a compliance and enforcement decision or entered into or discussed an undertaking with any Governmental Authority as a result of non-compliance or alleged non-compliance with CASL, and has not otherwise been subject to any enforcement actions with respect to CASL. The Corporation has adequate records as may be required by any Governmental Authority evidencing the date of sending and content of each Commercial Electronic Message sent by or on behalf of the Corporation and any express consent or details in respect of implied consents in respect of each recipient in the last five years prior to the Closing Date.

3.1.14 Privacy

(a) The Corporation has implemented and maintained all commercially reasonable measures necessary to protect and maintain the confidentiality of, and otherwise enforce and protect its rights in any Personal Information or other information the Corporation has received under an obligation of confidentiality, including administrative, technical and physical measures designed to safeguard the security, confidentiality and integrity of such Personal Information and such other information, and which are designed to protect against unauthorized access to such Personal Information and such other information and the systems of any third party service providers that have access to such Personal Information or such other information. Such measures are and have been compliant with all Applicable Laws and consistent with: (i) sound industry practices; (ii) any applicable Licenses; and (iii) the obligations of the Corporation under any Contract. All notices and consents required by Applicable Laws regarding the collection, use or disclosure of Personal Information in connection with the conduct of the Business have been given or obtained.
(b) The Corporation has in place written agreements with all vendors, marketing partners, service providers and other third parties and Persons (“ Service Providers ”) providing services to the Corporation and which, to any material degree, have access to, receive or process Personal Information from or on behalf of the Corporation, and such agreements contain provisions that oblige the Service Providers to comply with all Applicable Laws including but not limited to: (i) only use the Personal Information for the limited purposes of assisting the Corporation and not use the Personal Information for the Service Providers own purposes; (ii) safeguard the Personal Information in accordance with industry standards and the Corporation’s requirements; and (iii) promptly notify the Corporation upon discovering suspected or actual breach of the Service Providers’ safeguards involving Personal Information. No Person (including any Governmental Authority) has made any Claim or commenced any action with respect to any loss, damage, or unauthorized access, use, modification, or other misuse of Personal Information by the Corporation (or any of its Employees or contractors) which has resulted in, or would reasonably be expected to result in, material liability to the Corporation or the Business. There is no action or action to be commenced against

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the Corporation or regulatory investigation of the Corporation or the Business relating to data security or privacy.

3.1.15 Licenses

Other than the Licenses listed in Schedule 3.1.15 to the Disclosure Letter, no License is required by the Corporation: (i) to enable the Corporation to carry on the Business in accordance with all Applicable Laws; (ii) to permit the Corporation to continue to provide any products or services to any of its customers; (iii) to permit the Corporation to complete its projects in compliance with all Applicable Laws; or (iv) to allow the Corporation to possess its respective assets and property, and conduct its operations, in compliance with all Applicable Laws. True and complete copies of all Licenses listed in Schedule 3.1.15 to the Disclosure Letter have been made available to the Purchaser for inspection and those Licenses are in the name of and held by the Corporation and are valid and subsisting and in good standing, the operations of the Corporation are in material compliance with those Licenses and there are no outstanding defaults or violations under any of those Licenses on the part of the Corporation. None of the Licenses listed in Schedule 3.1.15 to the Disclosure Letter will be terminated, impaired or in any way breached as a result of the transactions contemplated by this Agreement and no Person has threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose any conditions in respect of, any of those Licenses.

3.1.16 Financial Statements

The Corporation’s Annual Financial Statements have been prepared in accordance with generally accepted accounting principles and on a basis consistent with that of preceding periods (where applicable) and present fully, fairly and accurately in all material respects the financial condition of the Corporation as of the dates and throughout the periods indicated. True, correct and complete copies of the Corporation’s Annual Financial Statements have been provided to the Purchaser prior to the Effective Date. There has been no material adverse change to the financial condition of the Corporation since the Letter of Intent Date.

3.1.17 Non-Arm’s Length Transactions

Except as disclosed in Schedule 3.1.17 to the Disclosure Letter:

(a) no Interested Person is indebted to the Corporation nor is the Corporation indebted to any Interested Person;
(b) the Corporation is not a party to any Contract with any Interested Person;
(c) no Interested Person owns, directly or indirectly, in whole or in part, any property that the Corporation leases or otherwise uses; and
(d) since the Letter of Intent Date, the Corporation has not made any payment to, made any loan to, borrowed any money from, or engaged in any transaction with, any

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Interested Person that has not been disclosed to the Purchaser or that would adversely impact the Purchase Price.

3.1.18 No Liabilities

The Corporation has no Liabilities except for:

(a) Liabilities reflected or reserved against in the Corporation’s Annual Financial Statements;
(b) Liabilities under any Contract listed or disclosed in the Schedules to the Disclosure Letter (none of which have arisen pursuant to any breach of or default under any such Contract); and
(c) current Liabilities incurred in the ordinary course of business after the date of the Corporation’s Annual Financial Statements (none of which have arisen pursuant to any breach of or default under any Contract or any violation of any Applicable Law or which, individually or in the aggregate, would be considered to be material to the Business) that do not exceed $100,000.00.

3.1.19 Debt Instruments

Except as disclosed in Schedule 3.1.19 to the Disclosure Letter, there are no Debt Instruments to which the Corporation is a party.

3.1.20 Government Assistance

(a) Except as disclosed in Schedule 3.1.20 to the Disclosure Letter, the Corporation is not a recipient of any funding, loans or other financial assistance from any Governmental Authority.
(b) The Corporation has not taken any action which is reasonably likely to give rise to any Liabilities: (i) under any federal, provincial or local governmental relief programs established in response to the COVID-19 pandemic; (ii) for any deferred compensation or rental payment; or (iii) for any deferral of payment of the Corporation’s share of employment insurance, employer health tax, or any other payroll Taxes, as applicable.

3.1.21 Guarantees

Except as disclosed in Schedule 3.1.21 to the Disclosure Letter, the Corporation is not a party to or bound by or subject to, any Guarantee.

3.1.22 Title to the Assets

Except for any Licensed IP, any Leased Property and any leased personal property that is the subject of an Equipment Lease, the Corporation is the sole legal and beneficial owner of all of the property and assets used by it in connection with the Business, or situated at

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the Leased Property, with good title thereto, free and clear of all Liens other than Permitted Liens. The property and assets owned or leased by the Corporation constitutes all of the property and assets necessary for the Corporation to conduct the Business consistent with past practice and in the ordinary course. The material assets of the Corporation and/or used in the Business are set forth in Schedule 3.1.22 to the Disclosure Letter. To the extent a material asset is a tangible asset, such asset is in good operating condition, except for reasonable wear and tear and no maintenance thereon has been deferred.

3.1.23 Owned Real Property

The Corporation (a) does not own any real property; (b) has never owned any real property; or (c) has or has had any agreement or other right to acquire any real property.

3.1.24 Leases and Leased Property

(a) Schedule 3.1.24 to the Disclosure Letter is a complete and accurate list of all of the Leases and the Leased Property, including fully executed copies thereof, together with a list of the lessee and lessor of each such parcel of Leased Property. None of the Leased Property is subleased by the Corporation to another Person, or is otherwise occupied by any Person.
(b) There are no agreements or understandings relating to the Corporation’s lease, use or occupation of any of the Leased Property other than as contained in the Leases.
(c) All interests held by the Corporation as a lessee or occupant under any of the Leases, are free and clear of all Liens other than Permitted Liens.
(d) No part of the Leased Property is subject to any building, zoning or use restriction that restricts or prevents (or could restrict or prevent) the use or operation of any part of the Leased Property for the Business.
(e) To the knowledge of the Vendor, there is no proposed or pending change to any building, zoning or use restriction that could restrict or prevent the use or operation of any of the Leased Property for the Business, nor does the Vendor have any knowledge of any expropriation or condemnation or similar proceeding pending or threatened against any of the Leased Property.
(f) No improvements constituting a part of the Leased Property encroaches on any real property not forming part of the Leased Property.
(g) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and/or completion of any of the buildings, improvements or other structures constructed on the Leased Property have been fully paid and no one is entitled to claim a Lien for any such work.
(h) All components of all improvements included within the Leased Property are in good condition and repair and in proper working order, having regard to their use and age and each has been properly and regularly maintained. 30

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(i) The Leased Property is fully serviced to permit the operation of the Business.
(j) There is no current, proposed or pending restriction, default, violation, Order or other proceeding or set of facts or circumstances that could restrict or prevent the use or operation of any of the Leased Property for the Business.
(k) The Corporation has not taken any action which could give rise to any Liabilities for any deferred rental payment or other governmental payments made to the Corporation or another party in settlement of obligations of the Corporation related to or arising out of the COVID-19 pandemic.
(l) The Corporation has paid all rent when due and has satisfied all of its obligations under the Leases.

3.1.25 Equipment Leases

The Corporation has no Equipment Leases.

3.1.26 Material Contracts

(a) Schedule 3.1.26 to the Disclosure Letter is a complete and accurate list of all the Material Contracts. For purposes of this Agreement, “ Material Contract ” means any Contract:
(i) for the purchase or sale of any materials, supplies, assets, equipment or services in excess of $25,000 in any calendar year or $50,000 over the life of the Contract;
(ii) for capital expenditures in excess of $10,000 in any calendar year or $50,000 over the life of the Contract;
(iii) obligating the Corporation to pay any royalties, license fees or similar payments in excess of $25,000 in any calendar year or $50,000 over the life of the Contract;
(iv) containing any non-competition or non-solicitation covenant or provision or covenant which materially restricts the Business;
(v) that is a Lease;
(vi) that is an Equipment Lease;
(vii) that is a Debt Instrument;
(viii) that is a Guarantee;
(ix) that is a Collective Agreement;

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(x) that includes an option to purchase any asset;
(xi) that is or contains a power of attorney or similar Contract or grant of agency by the Corporation (or in favour of it);
(xii) that is for the lease by the Corporation of any of their respective assets or any property leased by it;
(xiii) that is a shareholders’ agreement or other similar type of agreement;
(xiv) that is a partnership, joint venture, or other similar Contract or arrangement, or any cooperative agreement involving a sharing of profits with any Person;
(xv) that relates to the acquisition or disposition of all or any material part of the Business or any material assets used therein (whether by merger, sale of stock, sale of assets, or otherwise);
(xvi) containing any restrictions with respect to the payment of any dividend or other form of distribution in respect of any securities in the Corporation;
(xvii) with an Interested Person;
(xviii) a material license, franchise or similar Contract;
(xix) that is a stock option plan or similar plan or any other agreement in respect of the purchase of any securities of or from the Corporation; and
(xx) the termination, expiry or non-renewal of which could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect.
(b) True and complete copies of all the Material Contracts have been made available to the Purchaser for inspection.
(c) There are no outstanding defaults or violations under any of the Material Contracts on the part of the Corporation or, to the knowledge of the Vendor, on the part of the other party or parties to any of the Material Contracts.
(d) Each Material Contract is a legal and binding Contract of the Corporation, in full force and effect, unamended, and is a valid and binding obligation on the other party or parties thereto, and enforceable against such party or parties in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

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(e) The Corporation has not received any written notice, or to the knowledge of the Vendor, oral notice: (i) alleging a breach of any Material Contract, or (ii) terminating or threatening to terminate any Material Contract.
(f) Schedule 3.1.26(f) to the Disclosure Letter sets forth all Contracts, agreements and other documents which are currently under ongoing negotiations and which, if concluded on the terms and conditions reasonably anticipated by the Corporation, would constitute Material Contracts.

3.1.27 Intellectual and Industrial Property

(a) Schedule 3.1.27 to the Disclosure Letter contains a complete and accurate list of the Intellectual and Industrial Property of the Corporation and specifies, for each item, whether such Intellectual and Industrial Property is Owned IP or Licensed IP.
(b) On the Closing Date, the Corporation shall own and have all rights in and to the domain name “pivotfinancial.com”.
(c) The conduct of the Business and the use by the Corporation of its Intellectual and Industrial Property does not infringe, violate, misappropriate or misuse any intellectual property rights or any other proprietary right of any Person or give rise to any obligations to any Person. There is no litigation ongoing, pending or, to the knowledge of the Vendor, contemplated with respect to the infringement, violation, misappropriation or misuse of any of the Intellectual and Industrial Property of the Corporation or the infringement, violation, misappropriation or misuse by the Corporation of any intellectual property right or proprietary right of any Person.
(d) The Intellectual and Industrial Property of the Corporation is valid and enforceable and is not subject to any outstanding judgment, injunction, Order, decree or agreement threatening the ownership, validity or use thereof by the Corporation.
(e) Each item of Owned IP is owned by the Corporation with good and marketable title thereto free of all Liens other than Permitted Liens, and the Corporation has the unencumbered right to use such Owned IP. No third party has infringed or misappropriated any of the Owned IP.

3.1.28 Directors and Officers

Schedule 3.1.28 to the Disclosure Letter sets forth the names and titles of all of the directors and officers of the Corporation.

3.1.29 Employees

(a) Schedule 3.1.29(a) to the Disclosure Letter is a list of all of the Employees (including the Transferred Employees) and the employer, position, status as fulltime or part-time, current annual salary/hourly wage, location of employment and hire date of each of them, respectively, with an indication for each such Employee as to whether such Employee is on leave and whether such Employee may, pursuant 33

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to the terms of their employment, be eligible for or entitled to any bonuses, material benefits or similar forms of compensation (and the maximum amount thereof) and best estimates as of the Effective Date of the cost of any accrued vacation, and sick leave in respect of such Employees.

(b) All salary, wages, bonuses, incentive pay, vacation, holiday, sick leave and overtime pay due and payable to any current and/or former Employees of the Corporation have been paid as due or otherwise have been accrued in the ordinary course and reflected in the Corporation’s Annual Financial Statements or will be provided for in the Closing Working Capital (for greater certainty, as finally determined in accordance with Section 2.5) and there are no Claims outstanding with respect thereto.
(c) Schedule 3.1.29(c) to the Disclosure Letter is a list of all employment Contracts to which the Corporation is a party. True and complete copies of all written employment Contracts to which the Corporation is a party have been made available to the Purchaser for inspection. Schedule 3.1.29(c) to the Disclosure Letter includes a summary of all oral employment Contracts to which the Corporation is a party.
(d) The Corporation is not a party to any Contract that results or could result in enhanced or accelerated payments, benefits or rights to any Employee, consultant or independent contractor as a result of or in connection with the transactions contemplated by this Agreement.
(e) Except as disclosed in Schedule 3.1.29(e) to the Disclosure Letter, no Employee is employed under an employment Contract for a specified term nor is there any Employee who cannot be dismissed in accordance with the terms of their employment Contract or upon provision of reasonable notice of termination in accordance with Applicable Law.
(f) There are no threatened or outstanding Claims against the Corporation relating to the employment or termination of employment of any current and/or former Employees.
(g) The Corporation: (i) is not, nor has it ever been, a party to or bound by or subject to any Collective Agreement; (ii) has not made any commitment to, or conducted any negotiation or discussion with, any labour union or employee association with respect to any future agreement or arrangement; or (iii) is not required to recognize any labour union or employee association representing any Employees.
(h) To the knowledge of the Vendor: (i) there are no union organizing activities or applications relating to any trade union, including any proceedings which could result in a new certification of a trade union as bargaining agent for any Employee; and (ii) no such activities or applications are pending or threatened.

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(i) There are no outstanding unfair labour practice complaints against the Corporation. The Corporation is not subject to any Claim relating to its Employees’ termination of employment, discrimination or harassment, nor are there any outstanding Orders against the Corporation under applicable employment standards or health and safety legislation that, individually or in the aggregate, are material or could materially adversely affect the Corporation.
(j) The Corporation does not have any outstanding assessments, penalties, premiums, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any applicable workplace safety and insurance legislation, has not been reassessed under such legislation during the past three years and no audit of the Corporation is currently being performed pursuant to any applicable workplace safety and insurance legislation and there are no inspection orders, violations, investigations or prosecutions against the Corporation pending, threatened or anticipated under any health and safety laws. There are no Claims or, to the knowledge of the Vendor, potential Claims that could reasonably be expected to materially adversely affect the Corporation’s accident cost experience. The Corporation has provided all health and safety Orders, Ministry of Labour inspection reports, Joint Health and Safety Committee meeting minutes and records of health and safety audits under applicable occupational health and safety legislation for the past three years. There are no charges outstanding or pending against the Corporation under Applicable Laws relating to employment. The Corporation has complied with any Orders issued under Applicable Laws relating to employment and there are no appeals of any such Orders currently outstanding. To the knowledge of the Vendor, in the past three years, no allegations of workplace sexual harassment or sexual misconduct have been made against any director, officer or manager of the Corporation and the Corporation has not entered into any settlement agreement related to allegations of workplace sexual harassment or sexual misconduct by any current or former director, officer, manager or Employee.
(k) There is no strike, work stoppage, slow down or lockout or other labour dispute involving any Employees affecting the Corporation and, to the knowledge of the Vendor, no strike, work stoppage or lockout has been threatened involving any Employees which could affect the Corporation.
(l) There are no outstanding Claims, Orders or warrants under the Workplace Safety and Insurance Act, 1997 (Ontario) or any similar legislation in any other jurisdiction against the Corporation.
(m) All premiums required to be paid by the Corporation under the Workplace Safety and Insurance Act, 1997 (Ontario) and any similar legislation or regulation in any other jurisdictions have been paid as due or otherwise have been accrued in the ordinary course of business and reflected in the Corporation’s Annual Financial Statements in accordance with generally accepted accounting principles.

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3.1.30 Employee Benefit Plans

(a) As of the Effective Date, except as disclosed in the Disclosure Letter, the Corporation does not have any Employee Benefit Plans or pension plans.
(b) As of the Closing Date, the Corporation will have assumed the PFI Plan such that the Employees and Transferred Employees receive uninterrupted benefits thereunder up to and including the Closing Date.

3.1.31 Insurance

(a) Schedule 3.1.31(a) to the Disclosure Letter contains a complete and accurate list of all insurance policies currently maintained by the Corporation, or any other Person in respect of the Business. All such insurance policies are in full force and effect unamended, with all premiums paid thereon and the consummation of the transactions contemplated by this Agreement will not constitute a default under any such insurance policies.
(b) Schedule 3.1.31(b) to the Disclosure Letter contains a complete and accurate list and description of all actual or pending Claims made within the past three years under any of the insurance policies maintained by the Corporation during such period, or maintained by any other Person in respect of the Business during such period, and the disposition of each such Claim, and all facts and circumstances occurring during such time period which could give rise to any future insurance claim by the Corporation or in respect of the Business.
(c) The Corporation has not failed to give notice of, or provide information with respect to, any insurance claim, such that the Corporation is or will be disqualified from receiving insurance proceeds in respect of such insurance claim.

3.1.32 Legal Proceedings

(a) There is no Legal Proceeding in progress, pending or, to the knowledge of the Vendor, threatened, against, affecting or involving the Corporation or its directors or officers, or, to the knowledge of the Vendor, its agents, consultants or Employees with respect to their activities on behalf of the Corporation.
(b) There is no outstanding, pending or, to the knowledge of the Vendor, threatened, Claim against the Corporation or any of its directors or officers, or, to the knowledge of the Vendor, its agents, consultants or Employees with respect to any of their activities on behalf of the Corporation.
(c) To the knowledge of the Vendor, there is no fact, occurrence or event which could reasonably form the basis of a Claim against the Corporation or any of its directors, officers, agents, consultants or Employees with respect to any of their activities on behalf of the Corporation.

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(d) There is no Order outstanding against the Corporation or any of its directors, officers, agents, consultants or Employees with respect to any of their activities on behalf of the Corporation, or against any Person relating to any of the Purchased Shares or any securities in the capital of the Corporation.

3.1.33 Tax Matters

(a) The Corporation has duly and timely paid all Taxes (whether or not assessed by the relevant Governmental Authority), including all Taxes shown on its Tax Returns as being due and payable and all Taxes payable by it under any notice of assessment or reassessment. The Corporation is not in possession of any refund of Taxes to which it is not entitled.
(b) The Corporation’s Annual Financial Statements contain adequate provision in accordance with generally accepted accounting principles for all Taxes payable by the Corporation in respect of each period covered by the Corporation’s Annual Financial Statements and all prior periods to the extent those Taxes have not been paid, whether or not assessed and whether or not shown to be due in any Tax Returns.
(c) The Corporation has deducted, withheld and/or collected and remitted to the relevant Governmental Authority within the applicable time periods prescribed under Applicable Laws all Taxes or other amounts required to be deducted, withheld and/or collected and remitted by it.
(d) True and complete copies of all Tax Returns of the Corporation for the previous three years have been provided to the Purchaser.
(e) The Corporation has timely filed or caused to be filed with the applicable Governmental Authorities all Tax Returns required to be filed by it and all such Tax Returns are true and correct in all respects and have been completed in accordance with applicable Tax Legislation.
(f) There are no reassessments of Taxes that have been issued to and that are under dispute by the Corporation.
(g) There are no Liens for Taxes upon any assets of the Corporation. The Corporation has not requested any extension of time within which to file any Tax Return which has not since been filed.
(h) No Governmental Authority has notified the Corporation that it is currently challenging or disputing the Corporation in respect of any Taxes or any Tax Returns.
(i) The Corporation has not received any notice from any Governmental Authority that an assessment or reassessment is proposed in respect of any Taxes. The Corporation

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is not negotiating any draft assessment or reassessment with any Governmental Authority.

(j) The Corporation has not waived any statute of limitations in respect of any Taxes or executed or filed with any Governmental Authority any agreement extending the period for assessment, reassessment or collection of any Taxes. The Corporation is not party to or is bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to any Tax matter (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Authority). The Corporation has not granted to any Person a power of attorney that is currently in force with respect to any Tax matter.
(k) Assessments in relation to all applicable Taxes, including without limitation under all Tax Legislation, have been made with respect to the Corporation covering all past periods through the latest completed fiscal year.
(l) The Corporation has withheld from each payment made to its present or former Employees, officers and directors, and to all Persons who are non-residents of Canada, if any, for the purposes of the Tax Legislation all amounts required by law and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority. The Corporation has remitted all Canada Pension Plan contributions, employment insurance premiums, employer health taxes and other Taxes payable by it in respect of its present and former Employees and has remitted such amounts to the proper Governmental Authority within the time required by law.
(m) There are no circumstances existing and no transactions or events or series of transactions or events which have occurred which could result in the application of any of Sections 17, 78, 79 or 80 through to and including Section 80.04 of the Tax Act, or any equivalent or analogous Tax Legislation of a province or other jurisdiction, to the Corporation. The Corporation is not subject to any liability for Taxes of any other Person, including without limitation, liability arising under Section 160 of the Tax Act or any analogous provision of Tax Legislation. The Corporation is not obligated to make any payments or is a party to any agreement under which it could be obligated to make any payments that will not be deductible in computing its income under the Tax Act by virtue of Section 67 of the Tax Act.
(n) Except as disclosed in Schedule 3.1.33(n) to the Disclosure Letter, the Corporation has not made or filed any election or made any designation under Section 83, Section 85 or Subsection 89(14) of the Tax Act or any equivalent provisions of the Tax Legislation of a province or other jurisdiction. Except as disclosed in Schedule 3.1.33(n) to the Disclosure Letter, none of the dividends paid by the Corporation with respect to which an election under Subsection 83(2) of the Tax Act has been made exceeded the then balance of the “capital dividend account” (as defined in the Tax Act) thereof. Except as disclosed in Schedule 3.1.33(n) to the Disclosure Letter, none of the dividends paid or deemed to be paid by the Corporation with 38

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respect to which a designation under Section 89(14) of the Tax Act has been made exceeded the balance in the “general rate income pool” (as defined in the Tax Act) thereof at the end of the applicable taxation year in which such “eligible dividends” (as defined in the Tax Act) were paid or deemed to be paid.

(o) No transaction or arrangement between the Corporation and any Person with whom the Corporation was not dealing at arm’s length within the meaning of the Tax Act involving the acquisition, delivery, disposition or provision of property or services or the right to use property or services, took place for consideration that is other than the fair market value of such property, services or right and all such transactions or arrangements were made on arm’s length terms and conditions; and all documentation or records as required by applicable Tax Legislation has been made or obtained in respect of such transactions or arrangements.
(p) All remuneration declared in any particular taxation year to be owing by the Corporation to any of its Employees was paid within 180 days of the end of such particular taxation year.
(q) The Corporation has not claimed, nor will it claim, any reserves under the Tax Act or any equivalent provisions of the Tax Legislation of a province or other jurisdiction for any taxation year or period ended on or prior to the Closing Date that could be included in income for any taxation year or period ending after the Closing Date.
(r) The Corporation is a GST/HST registrant for the purposes of the goods and services tax and harmonized sales tax as provided for under the Excise Tax Act (Canada), and is a sales tax registrant under all applicable provincial or other Tax Legislation, and its registration numbers are set out in Schedule 3.1.33(r) to the Disclosure Letter.
(s) At all times since its incorporation, and until the Effective Date, the Corporation has qualified as a “Canadian-Controlled Private Corporation” as such term is defined in the Tax Act.
(t) The Corporation has never carried on business outside of Canada or has any liability for Taxes in the United States or a jurisdiction where it does not file a Tax Return, nor has the Corporation received any notice from a taxing authority in such a jurisdiction that it is or may be subject to taxation by that jurisdiction. The Corporation has not made an election pursuant to Section 261 of the Tax Act.
(u) The addition to the “low rate income pool” (as defined in the Tax Act) of the Corporation resulting from the Corporation ceasing to be a “Canadian-controlled private corporation” (as defined in the Tax Act), as determined pursuant to Subsection 89(8) of the Tax Act, will be nil. Each of the Corporation and the Vendor have provided information to the Purchaser that is true, complete and correct in all material respects for the purposes of calculating the addition to the

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low rate income pool of the Corporation in the manner required by Subsection 89(8) of the Tax Act.

(v) The Corporation has not completed (and will not complete) any restructuring or tax planning in contemplation of Closing.

3.1.34 Bank Accounts

Schedule 3.1.34 to the Disclosure Letter sets forth a true and complete list of: (a) the name and address of each bank with which the Corporation has an account or safe deposit box, (b) the name of each Person authorized to draw on each such bank account or have access thereto, and (c) the account number for each such bank account. The bank accounts set forth in Schedule 3.1.34 to the Disclosure Letter represent all of the bank accounts used in or relating to the Business.

3.1.35 Warranties and Product Liability

The Corporation has not given (directly or indirectly) any written or oral warranty with respect to any products or services sold or supplied by the Corporation. There are no Claims asserting any product or service defects pending or, to the knowledge of the Vendor, threatened against the Corporation. To the knowledge of the Vendor, there is no fact, occurrence or event which could reasonably form the basis of a Claim with respect to any products or services sold or supplied by the Corporation.

3.1.36 Books and Records

The Books and Records fairly and correctly set out and disclose in all material respects the assets and Liabilities of the Corporation and all material financial transactions and activities relating thereto. The Corporation’s assets and properties and the Business have been accurately recorded in such Books and Records, as applicable. The Books and Records comply with all books and record-keeping requirements imposed under Applicable Laws and all applicable policies adopted by the Corporation.

3.1.37 No Brokers

The Vendor and the Corporation have carried on all negotiations relating to this Agreement and the transactions contemplated by this Agreement without the intervention on their behalf of any other Person in such a manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment payable by the Corporation or the Purchaser.

3.1.38 Suppliers

Schedule 3.1.38 to the Disclosure Letter sets forth an accurate and complete list of: (a) the names and addresses of the top three suppliers (by expenditure), other than the landlord(s) of the Leased Property and utility companies, from which the Corporation purchased supplies and/or other goods and/or services during the 24 month period ended as of the Effective Date; and (b) the aggregate amount for which each such supplier invoiced the 40

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Corporation during such period. Neither the Corporation nor the Vendor have received any written notice from, nor does the Vendor have any knowledge that, any such supplier: (i) has ceased, or will cease, to supply supplies or other goods or services to the Corporation; (ii) has substantially reduced, or will substantially reduce, its supply of supplies, or other goods or services to the Corporation; or (iii) has determined not to or is unable to renew any Contract with the Corporation (upon the expiring of such Contract’s term or otherwise), or intends to materially change the terms thereof, including, in each case, after the consummation of the transactions contemplated by this Agreement.

3.1.39 Confidential Information

The Corporation has taken commercially reasonable steps and maintain reasonable precautions to protect and maintain the confidentiality and value of, and to enforce its rights in, the Confidential Information. No Person (other than the Corporation and its directors, officers, Employees, agents, solicitors, accountants, professional advisors and other representatives) has access to any of the Confidential Information other than pursuant to a binding confidentiality agreement. To the knowledge of the Vendor, there has not been any breach of confidentiality or unauthorized use or disclosure of any of the Confidential Information.

3.1.40 Money Laundering

The Corporation has at all times been and is currently in compliance with all applicable financial record keeping and reporting requirements of all applicable money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines issued, administered or enforced by any Governmental Authority.

3.1.41 No Misrepresentation

No representation or warranty of the Vendor contained in this Agreement or in the Disclosure Letter (including the Schedules thereto), contains any untrue statement of a material fact, or omits to state any material fact which is necessary to make the statements therein not misleading or necessary to fully and fairly provide the information required to be provided therein.

3.2 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendor as set out in this Section 3.2 as of the Effective Date and as of the Closing Time and acknowledges that the Vendor is relying on those representations and warranties in entering into this Agreement and completing the transactions contemplated by it.

3.2.1 Incorporation and Qualification

(a) The Purchaser is duly organized, validly existing and in good standing under the laws of its governing jurisdiction and has the corporate power and capacity to own, lease, use and operate its property and carry on its business. Neither the location or

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character of any property owned or leased by the Purchaser nor, the nature of the Business requires the Purchaser to be registered or licensed in any jurisdiction other than Canada.

(b) The Purchaser is qualified, licensed and registered to carry on its business and is in good standing pursuant to the laws of British Columbia.
(c) Other than as disclosed in the Information, the Purchaser has no Subsidiaries and does not own, or have any agreement or right to acquire, directly or indirectly, any securities in any Person. Other than as disclosed in the Information, the Purchaser is not a member of, or participates in, any partnership, joint venture or similar Person.

3.2.2 No Solvency or Reorganization Proceedings

The Purchaser is not insolvent and no proceedings have been taken or authorized by the Purchaser, or, to the knowledge of the Purchaser, by any other Person with respect to the bankruptcy, insolvency, liquidation, dissolution or winding up of the Purchaser or with respect to any amalgamation, merger, consolidation, arrangement, receivership or reorganization of, or relating to, the Purchaser, nor, to the knowledge of the Purchaser, have any such proceedings been threatened by any other Person.

3.2.3 No Other Agreements or Options

As of the Closing Date, other than this Agreement and as disclosed in the Information, no Person has any agreement or option or any right or privilege capable of becoming an agreement or option, to acquire any of the issued and outstanding shares in the capital of the Purchaser. Other than as disclosed in the Information, no Person has any right, option or agreement to acquire any shares or other securities (including, without limitation, any shares or securities which have yet to be issued) from the Purchaser.

3.2.4 No Conflicts

Neither the execution and delivery of or performance by the Purchaser of this Agreement will result in a breach of, or conflict with, or cause the acceleration of any payment, right or obligation pursuant to, or allow any Person to exercise any rights under, any of the terms or provisions of:

(a) the articles, notice of articles or other constating documents of the Purchaser;
(b) any resolutions of the directors or shareholders of the Purchaser;
(c) any Contract;
any Contract;
(d) any Applicable Laws, provided that all applicable Regulatory Approvals are given or obtained (as applicable) in accordance with each Applicable Law; or
(e) any License of the Purchaser.

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3.2.5 Required Regulatory Approvals

Other than the TSXV Approval, there is no requirement on the part of the Purchaser to give or obtain (as applicable) any Regulatory Approval in connection with the lawful completion of the transactions contemplated by this Agreement or to permit the Purchaser to carry on its business after Closing as it is currently conducted.

3.2.6 Required Consents

There is no requirement on the part of the Purchaser to give or obtain (as applicable) any Consent in connection with the execution and delivery of this Agreement.

3.2.7 Corporate Records

The minute books of the Purchaser and other corporate records made available to the Vendor for review include:

(a) complete and accurate copies of the constating documents (including the notice of articles and articles) of the Purchaser;
(b) complete and accurate minutes of every material meeting (and written resolutions) of the boards of directors (including every committee thereof) and shareholders of the Purchaser; and
(c) the securities registers, registers of transfers, registers of directors and registers of officers of the Purchaser, each of which is complete, accurate and current.

The minute books of the Purchaser have been maintained in accordance with all Applicable Laws. All meetings of directors (including every committee thereof) and shareholders of the Purchaser have been duly called and held and all resolutions have been passed in accordance with Applicable Laws. There are no shareholders’ agreements, unanimous shareholders’ agreements or other security holder agreements governing the affairs of the Purchaser or the relationships, rights and/or duties of the shareholders or directors thereof or any voting trusts, pooling arrangements or other similar agreements with respect to the ownership or voting of any shares of the Purchaser.

3.2.8 Dividends and Distributions

Other than in the ordinary course and as disclosed in the Information, the Purchaser has not, directly or indirectly:

(a) declared or paid any dividends or declared or made any other distribution or return of capital in respect of any of its securities;
(b) redeemed, purchased or otherwise acquired any of its outstanding securities; or
(c) agreed to do any of the foregoing.

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3.2.9 Compliance with Applicable Laws

The Purchaser has been and is, and its business has been conducted and is being conducted, in material compliance with all Applicable Laws. The Purchaser has not received any notice of any violation or alleged violation of any Applicable Law.

3.2.10 Privacy

The Purchaser has implemented and maintained all commercially reasonable measures necessary to protect and maintain the confidentiality of, and otherwise enforce and protect its rights in any Personal Information or other information the Purchaser has received under an obligation of confidentiality, including administrative, technical and physical measures designed to safeguard the security, confidentiality and integrity of such Personal Information and such other information, and which are designed to protect against unauthorized access to such Personal Information and such other information and the systems of any third party service providers that have access to such Personal Information or such other information. Such measures are and have been compliant with all Applicable Laws and consistent with: (a) sound industry practices; (b) any applicable Licenses; and (c) the obligations of the Purchaser under any Contract. All notices and consents required by Applicable Laws regarding the collection, use or disclosure of Personal Information in connection with the conduct of the Business have been given or obtained.

3.2.11 Licenses

Each of the Purchaser and its Subsidiaries holds all Licenses under all Applicable Laws required to conduct its business and is in compliance in all material respects with all terms of such Licenses, and has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or Licenses, which would have a Purchaser Material Adverse Effect. All License held by the Purchaser or a Subsidiary and are valid and subsisting and in good standing, the operations of the Purchaser are in material compliance with those Licenses and there are no outstanding defaults or violations under any of those Licenses on the part of the Purchaser. None of the Licenses held by the Purchaser or a Subsidiary will be terminated, impaired or in any way breached as a result of the transactions contemplated by this Agreement and no Person has threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose any conditions in respect of, any of those Licenses.

3.2.12 Financial Statements

The financial statements of the Purchaser disclosed in the Information (the “ Purchaser Financial Statements ”):

(a) have been prepared in accordance with IFRS, consistently applied throughout the periods referred to therein;

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(b) contain no misrepresentation and present fully, fairly and correctly, in all material respects, the financial position of the Purchaser and the Subsidiaries as at such dates thereof and the results of the operations and the changes in the financial position of the Purchaser and the Subsidiaries for the periods then ended; and
(c) contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Purchaser and the Subsidiaries, and there has been no change in accounting policies or practices of the Purchaser and the Subsidiaries subsequent to the date thereof.

3.2.13 Non-Arm’s Length Transactions

Except as disclosed in the Information:

(a) no Interested Person is indebted to the Purchaser nor is the Purchaser indebted to any Interested Person;
(b) the Purchaser is not a party to any Contract with any Interested Person;
(c) no Interested Person owns, directly or indirectly, in whole or in part, any property that the Purchaser leases or otherwise uses; and
(d) since the Letter of Intent Date, the Purchaser has not made any payment to, made any loan to, borrowed any money from, or engaged in any transaction with, any Interested Person that has not been disclosed to the Vendor.

3.2.14 No Liabilities

The Purchaser has no Liabilities except for:

(a) Liabilities reflected or reserved against in the Purchaser Financial Statements; and
(b) current Liabilities incurred in the ordinary course of business after the date of the Purchaser Financial Statements (none of which have arisen pursuant to any breach of or default under any Contract or any violation of any Applicable Law or which, individually or in the aggregate, would be considered to be material to the Business) that do not exceed $100,000.00.

3.2.15 Debt Instruments

Except as disclosed in the Information, there are no Debt Instruments to which the Purchaser is a party.

3.2.16 Title to the Assets

Except for any Licensed IP, any Leased Property and any leased personal property that is the subject of an Equipment Lease, the Purchaser is the sole legal and beneficial owner of

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all of the property and assets used by it in connection with its Business, with good title thereto, free and clear of all Liens other than Permitted Liens.

3.2.17 Owned Real Property

The Purchaser: (a) does not own any real property; (b) has never owned any real property; or (c) has or has had any agreement or other right to acquire any real property.

3.2.18 Material Contracts

Any and all of the agreements and other documents and instruments pursuant to which the Purchaser or a Subsidiary holds its property and assets (including any interest in, or right to earn an interest in, any such property) and conducts its business is a valid and subsisting agreement, document and instrument in full force and effect, enforceable in accordance with the terms thereof. None of the Purchaser or any of the Subsidiaries is in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged and such properties and assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all material leases, licences and claims pursuant to which the Purchaser or a Subsidiary derives the interests thereof in such property and assets are in good standing in all material respects and there has been no material default under any such lease, licence or claim. The material properties (or any interest in, or right to earn an interest in, any property) of each of the Purchaser and the Subsidiaries are not subject to any right of first refusal or purchase or acquisition right.

3.2.19 Intellectual and Industrial Property

(a) The conduct of its business and the use by the Purchaser of its Intellectual and Industrial Property does not infringe, violate, misappropriate or misuse any intellectual property rights or any other proprietary right of any Person or give rise to any obligations to any Person. There is no litigation ongoing, pending or, to the knowledge of the Purchaser, contemplated with respect to the infringement, violation, misappropriation or misuse of any of the Intellectual and Industrial Property of the Purchaser or the infringement, violation, misappropriation or misuse by the Purchaser of any intellectual property right or proprietary right of any Person.
(b) The Intellectual and Industrial Property of the Purchaser is valid and enforceable and is not subject to any outstanding judgment, injunction, Order, decree or agreement threatening the ownership, validity or use thereof by the Purchaser.

3.2.20 Employees

(a) There have not been and there are not currently any labour disruption or conflict, or material disagreements with any employee or employees of the Purchaser or the Subsidiaries which are adversely affecting or could have a Purchaser Material Adverse Effect;

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(b) There are no threatened or outstanding Claims against the Purchaser relating to the employment or termination of employment of any current and/or former Employees.
(c) The Purchaser: (i) is not, nor has it ever been, a party to or bound by or subject to any Collective Agreement; (ii) has not made any commitment to, or conducted any negotiation or discussion with, any labour union or employee association with respect to any future agreement or arrangement; or (iii) is not required to recognize any labour union or employee association representing any Employees.
(d) There is no strike, work stoppage, slow down or lockout or other labour dispute affecting the Purchaser and no strike, work stoppage or lockout has been threatened which could affect the Purchaser.

3.2.21 Insurance

(a) The Purchaser and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; and none of the Purchaser or its Subsidiaries has reason to believe that it will not be able to renew any such insurance as and when such insurance expires or obtain similar coverage from similar insurers as may be necessary to continue the business of each of the Purchaser and its Subsidiaries at a cost that would not have a Purchaser Material Adverse Effect;
(b) The Purchaser has not failed to give notice of, or provide information with respect to, any insurance claim, such that the Purchaser is or will be disqualified from receiving insurance proceeds in respect of such insurance claim.

3.2.22 Legal Proceedings

(a) There is no Legal Proceeding in progress, pending or, to the knowledge of the Purchaser, threatened, against, affecting or involving the Purchaser or its directors or officers, or, to the knowledge of the Purchaser, its agents, consultants or Employees with respect to their activities on behalf of the Purchaser.
(b) There is no outstanding, pending or, to the knowledge of the Purchaser, threatened, Claim against the Purchaser or any of its directors or officers, or, to the knowledge of the Purchaser, its agents, consultants or Employees with respect to any of their activities on behalf of the Purchaser.
(c) To the knowledge of the Purchaser, there is no fact, occurrence or event which could reasonably form the basis of a Claim against the Purchaser or any of its directors, officers, agents, consultants or Employees with respect to any of their activities on behalf of the Purchaser.

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(d) There is no Order outstanding against the Purchaser or any of its directors, officers, agents, consultants or Employees with respect to any of their activities on behalf of the Purchaser, or against any Person relating to any of the Purchased Shares or any securities in the capital of the Purchaser.

3.2.23 Tax Matters

(a) The Purchaser has duly and timely paid all Taxes (whether or not assessed by the relevant Governmental Authority), including all Taxes shown on its Tax Returns as being due and payable and all Taxes payable by it under any notice of assessment or reassessment. The Purchaser is not in possession of any refund of Taxes to which it is not entitled.
(b) The Purchaser Financial Statements contain adequate provision in accordance with generally accepted accounting principles for all Taxes payable by the Purchaser in respect of each period covered by the Purchaser Financial Statements and all prior periods to the extent those Taxes have not been paid, whether or not assessed and whether or not shown to be due in any Tax Returns.
(c) The Purchaser has deducted, withheld and/or collected and remitted to the relevant Governmental Authority within the applicable time periods prescribed under Applicable Laws all Taxes or other amounts required to be deducted, withheld and/or collected and remitted by it.
(d) The Purchaser has timely filed or caused to be filed with the applicable Governmental Authorities all Tax Returns required to be filed by it and all such Tax Returns are true and correct in all respects and have been completed in accordance with applicable Tax Legislation.
(e) There are no reassessments of Taxes that have been issued to and that are under dispute by the Purchaser.
(f) There are no Liens for Taxes upon any assets of the Purchaser. The Purchaser has not requested any extension of time within which to file any Tax Return which has not since been filed.
(g) No Governmental Authority has notified the Purchaser that it is currently challenging or disputing the Purchaser in respect of any Taxes or any Tax Returns.
(h) The Purchaser has not received any notice from any Governmental Authority that an assessment or reassessment is proposed in respect of any Taxes. The Purchaser is not negotiating any draft assessment or reassessment with any Governmental Authority.
(i) The Purchaser has not waived any statute of limitations in respect of any Taxes or executed or filed with any Governmental Authority any agreement extending the period for assessment, reassessment or collection of any Taxes. The Purchaser is

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not party to or is bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to any Tax matter (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Authority). The Purchaser has not granted to any Person a power of attorney that is currently in force with respect to any Tax matter.

(j) Assessments in relation to all applicable Taxes, including without limitation under all Tax Legislation, have been made with respect to the Purchaser covering all past periods through the latest completed fiscal year.

3.2.24 Books and Records

The Books and Records fairly and correctly set out and disclose in all material respects the assets and Liabilities of the Purchaser and all material financial transactions and activities relating thereto. The Purchaser’s assets and properties and the Business have been accurately recorded in such Books and Records, as applicable. The Books and Records comply with all books and record-keeping requirements imposed under Applicable Laws and all applicable policies adopted by the Purchaser.

3.2.25 No Brokers

The Purchaser has carried on all negotiations relating to this Agreement and the transactions contemplated by this Agreement without the intervention on their behalf of any other Person in such a manner as to give rise to any valid claim for a brokerage commission, finder’s fee or other like payment payable by the Purchaser.

3.2.26 Money Laundering

The Purchaser has at all times been and is currently in compliance with all applicable financial record keeping and reporting requirements of all applicable money laundering statutes, the rules and regulations thereunder and any related or similar rules, regulations, or guidelines issued, administered or enforced by any Governmental Authority.

3.2.27 No Misrepresentation

No representation or warranty of the Purchaser contained in this Agreement or in the Information, contains any untrue statement of a material fact, or omits to state any material fact which is necessary to make the statements therein not misleading or necessary to fully and fairly provide the information required to be provided therein.

3.2.28 TIMIA Consideration Shares

The Purchaser has the full corporate power and capacity to issue the TIMIA Consideration Shares. All of the TIMIA Consideration Shares have been, or will by the time of issuance be, duly authorized and fully paid and non-assessable shares in the capital of the Purchaser and will have been issued in compliance with all Applicable Laws and not in violation of or subject to any pre-emptive or similar right that entitles any person to acquire from the 49

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Purchaser any TIMIA Common Shares or other security of the Purchaser, or any security convertible into, or exercisable for, TIMIA Common Shares or any other such security. As of the Effective Date there are 45,855,222 TIMIA Common Shares and 6,485,994 TIMIA Series A Preferred Shares issued and outstanding, options to purchase an aggregate of 4,655,000 TIMIA Common Shares and warrants to purchase an aggregate of 670,426 TIMIA Common Shares. At the Closing Time, all conditions required for the conditional listing of the TIMIA Consideration Shares on the TSXV will have been fulfilled (subject to standard post-Closing filings with the TSXV).

3.2.29 Share Terms

The rights, privileges, restrictions and conditions attached to the TIMIA Common Shares and TIMIA Series A Preferred Shares are as set out in the Notice of Articles and the Articles, copies of which have been made available to the Vendor.

3.2.30 Listing of the TIMIA Consideration Shares

(a) The TIMIA Common Shares and TIMIA Series A Preferred Shares are listed and posted for trading on the TSXV and no order ceasing or suspending trading in any securities of the Purchaser or prohibiting the sale or issuance of the TIMIA Consideration Shares or the trading of any of the Purchaser’s issued securities has been issued and no (formal or informal) proceedings for such purpose have been threatened or, to the knowledge of the Purchaser, are pending.
(b) The Purchaser has not taken any action which would reasonably be expected to result in the delisting or suspension of the TIMIA Common Shares or TIMIA Series A Preferred Shares on or from the TSXV.

3.2.31 No Conflicts

The execution and delivery of and performance by the Purchaser of this Agreement will not result in a breach of, or conflict with, or cause the acceleration of any payment, right or obligation pursuant to, or allow any Person to exercise any rights under, any of the terms or provisions of:

(a) the notice of articles and articles of the Purchaser;
(b) any resolutions of the directors or shareholders of the Purchaser;
(c) any contract to which the Purchaser is a party, provided that the applicable Consents set forth in Section 3.2.34 are given or obtained (as applicable) in accordance with the terms of each applicable contract; or
(d) any Applicable Laws, provided that the applicable Regulatory Approvals disclosed in Section 3.2.32 are given or obtained (as applicable) in accordance with each such Applicable Law.

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3.2.32 Required Regulatory Approvals

Other than TSXV Approval, there is no requirement on the part of the Purchaser to give or obtain (as applicable) any Regulatory Approval in connection with the lawful completion of the transactions contemplated by this Agreement.

3.2.33 Regulator Matters

The Purchaser is a “reporting issuer” under the securities laws of each of the provinces of British Columbia, Alberta, Saskatchewan, Manitoba and Ontario and is not noted as being in default on the list of reporting issuers maintained under the securities legislation in such provinces, and in particular, without limiting the foregoing, the Purchaser is in material compliance with its disclosure obligations under securities laws and, except with respect to this Agreement and the transactions contemplated herein, there is no material change relating to the Purchaser which has occurred and with respect to which the requisite material change report has not been filed with the applicable securities regulators. All material filings and fees due and payable by the Purchaser pursuant to securities laws and general corporate law have been made and paid. The Purchaser has not taken any action to cease to be a reporting issuer in any jurisdiction in which it is a reporting issuer, and has not received any notification from a securities regulator seeking to revoke the reporting issuer status of the Purchaser.

3.2.34 Required Consents

There is no requirement on the part of the Purchaser to give or obtain (as applicable) any Consent in connection with the completion of the transactions contemplated by this Agreement.

3.2.35 Information and Compliance with Disclosure Requirements

Except in relation to the Purchaser’s AGSM being held on a date occurring beyond the period prescribed by the TSXV, the Information was, as of the date of the applicable document in which it was contained:

(a) in compliance in all material respects with the applicable securities laws of the provinces in which the Purchaser is a reporting issuer; and
(b) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

The Purchaser is in all material respect in compliance with its continuous disclosure obligations under applicable securities laws of the provinces in which it is a reporting issuer and has not filed any confidential material change reports under such laws which have not subsequently become public.

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ARTICLE 4 COVENANTS OF THE PARTIES

4.1 Interim Period Covenants of the Vendor

The Vendor hereby covenants as set out in this Section 4.1.

4.1.1 Investigation and Availability of Records; Cooperation

During the Interim Period, the Vendor shall cause the Corporation to permit the Purchaser and its Representatives to have reasonable access to the assets, personnel and facilities of the Corporation (including, for greater certainty, the Books and Records, the Accounting Records, the Material Contracts and communications in any form received by the Corporation and/or the Vendor from any Governmental Authority), it being understood that those investigations will be carried out during normal business hours.

4.1.2 Conduct of the Business

Except as otherwise expressly provided in this Agreement or as provided for in the agreements, contracts, instruments, tax elections during the Interim Period, the Vendor shall cause the Corporation to carry on the Business in the ordinary course and in a manner consistent with past practices, and cause the Corporation to not do any of the following, without the express written consent of the Purchaser:

(a) transfer, assign, sell or otherwise dispose of any of its material property or assets other than in the ordinary course of business;
(b) terminate, discontinue, suspend or reduce operations (including any product or services previously offered or provided) or close or dispose of any facility or business operation;
(c) make or commit to make any capital expenditures or other expenditures in excess of $50,000 in the aggregate;
(d) discharge or satisfy any Lien or pay any Indebtedness (other than trade payables), except in the ordinary course of business;
(e) incur any Indebtedness (other than trade payables in the ordinary course) or suffer or permit to suffer any Lien on or relating to any of its property, assets or undertaking, other than Permitted Liens;
(f) voluntarily recognize a trade union as a representative of any Employee(s);
(g) directly or indirectly engage in any transaction (including the making of a payment), or enter into any Contract or arrangement, with the Vendor or any other Interested Person, except for compensation and/or benefit arrangements which are otherwise contemplated in this Agreement;

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(h) enter into any Collective Agreement;
(i) cancel any debts or Claims or amend, terminate or waive any rights of value to it;
(j) except for the assumption of the PFI Plan, amend, modify or terminate any Employee Benefit Plan;
(k) make any wage, salary or other compensation increase in respect of any Employee;
(l) terminate or amend any policy of insurance by or for its benefit or any of its directors or officers;
(m) except as approved by the Purchaser, such approval not to be unreasonably withheld or delayed, declare or pay any dividends or other distribution or return of capital on any of its outstanding securities or redeem, purchase or otherwise acquire any of its outstanding securities;
(n) amend, terminate or renegotiate any Material Contract;
(o) enter into a Material Contract, other than any of the potential Material Contracts disclosed in Schedule 3.1.26 to the Disclosure Letter on terms and conditions that are commercially reasonable;
(p) terminate, transfer or modify any Intellectual and Industrial Property Rights;
(q) issue or sell, or enter into any Contract for the issuance or sale of, any shares in its capital or securities convertible into or exercisable for shares in its capital, or any other securities thereof;
(r) amend or take any action to amend its articles or by-laws or take any steps (whether by its directors, officers, or shareholders) to dissolve, wind-up or otherwise affect its continuing corporate existence, or amalgamate, merge or enter into a similar business combination with any Person;
(s) change its accounting principles, practices, methods or procedures, including, without limitation, with respect to the management of its Working Capital, or make any election or designation, or change in an election or designation, with respect to Taxes;
(t) take or omit to take, any action that would cause or lead to a Material Adverse Effect;
(u) breach or contravene, in a material manner, any Applicable Law; or
(v) authorize, agree or become bound to do any of the foregoing.

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4.1.3 Tax Matters

The Vendor shall ensure that, during the Interim Period, the Corporation:

(a) duly pays, within the prescribed time, all Taxes that become due and payable by it on or before the Closing Date and all Taxes payable by it under any notice of assessment or reassessment received prior to the Closing Date, and files all Tax Returns required to be filed by it on or prior to the Closing Date;
(b) makes adequate provision in the Books and Records for the Taxes thereof that relate to any and all periods ending on or before the Closing Date (including any Taxes thereof arising as a consequence of the Closing) but that are not yet due and payable and for which Tax Returns are not yet required to be filed;
(c) withholds from each payment made by it the amount of all Taxes and other deductions required under any applicable Tax Legislation to be withheld therefrom and pays all those amounts to the relevant Governmental Authority within the time prescribed under any applicable Tax Legislation; and
(d) refrains from entering into any arrangements to provide for an extension of time with respect to any assessment or reassessment of Taxes, the filing of any Tax Return or the payment of any Taxes, without the prior written consent of the Purchaser.

4.1.4 Transferred Employees

(a) In accordance with the terms of the Asset Purchase Agreement, the Vendor will cause the Corporation to offer employment to the Transferred Employees under new employment agreements (the “ Transferred Employee Agreements ”) at least five (5) Business Days prior to the Closing Date (the “ Transferred Employee Offer Date ”) effective on or before the Closing Date.
(b) The form of Transferred Employee Agreements shall be approved by the Purchaser prior to the Transferred Employee Offer Date and shall include:
(i) in the recitals thereof, an agreement by the Transferred Employee to terminate the Transferred Employee’s employment with PFI on the effective date of the Transferred Employee Agreement, which shall be no later than the Closing Date;
(ii) salary and monetary benefits at substantially the same level in the aggregate as such Transferred Employees received as at the Employee Offer Date, plus, if applicable, such one-time signing bonus payable by the Corporation upon the Transferred Employee’s execution and return of the Transferred Employee Agreement as may be specified in the Transferred Employee Agreement;

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(iii) non-solicitation and confidentiality covenants of the Transferred Employees in favour of the Corporation; and
(iv) an acknowledgment that the Corporation has assumed all accrued salary, vacation, benefits or any other liabilities associated with the Transferred Employees’ prior employment with PFI.
(c) The Vendor shall ensure that all employee benefits coverage offered to the Transferred Employees is provided by the Corporation without interruption to the Transferred Employees up to the Closing Date without any waiting period or other qualification. The Purchaser shall, on the Closing, reimburse the Vendor for any prepaid or unused premiums paid by the Vendor in respect of the PFI Plan, the benefit of which will accrue to the benefit of the Purchaser on and after the Closing Date.

4.2 Employee Benefit Plans

4.2.1 Employee Benefit Plans
(a) On or before the effective date of the Transferred Employee Agreements, the Vendor shall cause the Corporation to assume the PFI Plan in such manner as is necessary such that the Employees and Transferred Employees continue to receive uninterrupted benefits thereunder.
(b) The Vendor shall retain responsibility for, and satisfy or cause to be satisfied all amounts payable in connection with any and all claims incurred by the Employees and Transferred Employees (and their eligible spouses, dependants and beneficiaries, and all former Employees) under the PFI Plan accrued up to the Closing Date whether such claims are filed before or after the Closing Date, in accordance with the terms thereof and Applicable Laws, and the Vendor agrees to indemnify and hold the Purchaser harmless from and against any and all Damages which the Purchaser may suffer or incur in connection with such claims.
(c) The Vendor shall be responsible for all amounts payable in relation to the following claims of all Employees and Transferred Employees (and their eligible spouses, dependants and beneficiaries, and all former Employees) regardless of whether such claims are filed before or after the Closing Date:
- (i) with respect to death or dismemberment claims, those in respect of which the event occurred prior to the Closing Date;
- (ii) with respect to health claims, those in respect of which the services were provided or the supplies were purchased prior to the Closing Date; and
- (iii) with respect to short term and/or long term disability claims, for those claims resulting from events that occurred prior to the Closing Date.

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(d) The Vendor shall notify the Employees and Transferred Employees that all claims for expenses which qualify for coverage under the terms of the PFI Plan and which were incurred on or prior to the Closing Date must be submitted within the time limit provided by the PFI Plan.

4.2.2 Actions to Satisfy Closing Conditions

During the Interim Period, the Vendor and the Corporation shall take all commercially reasonable actions as are within their power to control, and use commercially reasonable efforts to cause other actions to be taken which are not within their power to control, to ensure the satisfaction of all of the conditions set out in Section 5.1 including, but not limited to, obtaining all approvals, authorizations and consents related to the transactions contemplated hereunder.

4.2.3 Notice of Certain Matters

During the Interim Period, the Vendor and the Corporation shall promptly notify the Purchaser in writing upon becoming aware that:

(a) any representation or warranty made by any of them contained in this Agreement or any Closing Document has become untrue or incorrect;
(b) any of them has failed to perform or satisfy any covenant required to be performed or satisfied by any of them;
(c) any notice or other communication from any third party (including any Governmental Authority), including, but not limited to, any communications relating to any Licenses held or applied for by the Corporation or the Vendor; or
(d) an event has occurred or has failed to occur which could reasonably be expected to make the satisfaction of any of the conditions set forth in Section 5.1 impossible or unlikely.

Any such notice will set out particulars of the untrue or incorrect representation or warranty, unperformed or unsatisfied covenant, or event (or lack thereof) that could reasonably be expected to make the satisfaction of any of the conditions set forth in Section 5.1 impossible or unlikely (as applicable), and details of any actions being taken by the Vendor or the Corporation to rectify the matter. The delivery of any notice pursuant to this Section 4.2.3 does not limit or otherwise affect the remedies available to the Purchaser under this Agreement, or the representations or warranties or covenants of, or the conditions to the obligations of, any of the Parties hereunder.

4.3 Interim Period Covenants of the Purchaser

The Purchaser hereby covenants as set out in this Section 4.3.

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4.3.1 Investigation and Availability of Records; Cooperation

During the Interim Period, the Purchaser shall permit the Vendor and its Representatives to have reasonable access to the assets, personnel and facilities of the Purchaser, it being understood that those investigations will be carried out during normal business hours.

4.3.2 Conduct of the Business

Except as otherwise expressly provided in this Agreement or as provided for in the agreements, contracts, instruments, tax elections during the Interim Period, the Purchaser shall carry on its business in the ordinary course and in a manner consistent with past practices, and not do any of the following, without the express written consent of the Vendor:

(a) transfer, assign, sell or otherwise dispose of any material portion of its property or assets other than in the ordinary course of business;
(b) terminate, discontinue, suspend or reduce operations (including any product or services previously offered or provided) or close or dispose of any facility or business operation;
(c) incur any Indebtedness (other than trade payables in the ordinary course) or suffer or permit to suffer any Lien on or relating to any of its property, assets or undertaking, other than Permitted Liens;
(d) cancel any debts or Claims or amend, terminate or waive any rights of value to it; (e) terminate or amend any policy of insurance by or for its benefit or any of its directors or officers;
(f) except in the ordinary course, declare or pay any dividends or other distribution or return of capital on any of its outstanding securities or redeem, purchase or otherwise acquire any of its outstanding securities;
(g) issue or sell, or enter into any Contract for the issuance or sale of, any shares in its capital or securities convertible into or exercisable for shares in its capital, or any other securities thereof, other than pursuant to the terms of outstanding convertible securities;
(h) amend or take any action to amend its articles or take any steps (whether by its directors, officers, or shareholders) to dissolve, wind-up or otherwise affect its continuing corporate existence, or amalgamate, merge or enter into a similar business combination with any Person;
(i) change its accounting principles, practices, methods or procedures, including, without limitation, with respect to the management of its working capital, or make any election or designation, or change in an election or designation, with respect to Taxes;

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(j) take or omit to take, any action that would cause or lead to a Purchaser Material Adverse Effect;
(k) breach or contravene, in a material manner, any Applicable Law; or
(l) authorize, agree or become bound to do any of the foregoing.

4.3.3 Actions to Satisfy Closing Conditions

During the Interim Period, the Purchaser shall take all commercially reasonable actions as are within its power to control, and use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, to ensure the satisfaction of the conditions set out in Section 5.2.

4.3.4 TSXV Approval

During the Interim Period, the Purchaser shall make commercially reasonable efforts to give or obtain the TSXV Approval.

4.3.5 Notice of Certain Matters

From the Effective Date until the Closing Time, the Purchaser shall promptly notify the Vendor in writing upon becoming aware that:

(a) any representation or warranty made by it contained in this Agreement or any Closing Document has become untrue or incorrect;
(b) it has failed to perform or satisfy any covenant required to be performed or satisfied by it; or
(c) an event has occurred or has failed to occur which could reasonably be expected to make the satisfaction of any of the conditions set forth in Section 5.2 impossible or unlikely.

Any such notice will set out particulars of the untrue or incorrect representation or warranty, unperformed or unsatisfied covenant, or event (or lack thereof) that could reasonably be expected to make the satisfaction of any of the conditions set forth in Section 5.2 impossible or unlikely (as applicable), and details of any actions being taken by the Purchaser to rectify the matter. For greater certainty, the delivery of any notice pursuant to this Section 4.3.5 does not limit or otherwise affect the remedies available to the Vendor under this Agreement, or the representations or warranties or covenants of, or the conditions to the obligations of, any of the Parties hereunder.

4.4 Additional Interim Period Covenants of the Parties

Each Party hereby covenants as set out in this Section 4.4.

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4.4.1 Consents and Regulatory Approvals

(a) Commencing immediately after the Effective Date, the Vendor shall make commercially reasonable efforts to give or obtain (as applicable), and shall cause the Corporation to use commercially reasonable efforts to give or obtain (as applicable) prior to the Closing Time, all: (i) Consents that are identified in Schedule 3.1.7 to the Disclosure Letter; and (ii) Regulatory Approvals that are identified in Schedule 3.1.6 to the Disclosure Letter.
(b) The Parties shall co-operate in good faith with each other and their respective Representatives for the purpose of the Vendor and the Corporation giving or obtaining (as applicable) the Consents and Regulatory Approvals noted in Section 4.4.1(a). Without limiting the generality of the foregoing, the Parties shall:
(i) co-operate and consult with each other in connection with the preparation of any consent requests, notices, filings, applications or other similar documents and keep each other informed in a prompt manner of the status of such consent requests, notices, filings, applications and other similar documents;
(ii) provide to the applicable Party all such information as may be reasonably requested by such Party in connection with the preparation of any consent requests, notices, filings, applications and other similar documents;
(iii) consult with each other regarding the content of all material communications with relevant third parties, including, Governmental Authorities;
(iv) consult and co-operate with each other in connection with any meetings with relevant third parties, including, Governmental Authorities; and
(v) provide each other with advance copies and reasonable opportunity to comment on all documents and information to be supplied to or filed with relevant third parties, including Governmental Authorities.

4.4.2 Cooperation

The Parties shall co-operate fully in good faith with each other and their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement.

4.4.3 Notice of Untrue Representation

Without limiting the Parties’ respective rights and remedies under Sections 4.2.3 and 4.3.5 and without limiting the strict application of Section 9.10 [Amendment], in the event that a notice is delivered on behalf of the Vendor pursuant to Section 4.2.3, on the one hand, or the Purchaser pursuant to Section 4.3.5 on the other hand, the Vendor and a representative of the Purchaser shall promptly meet and discuss in good faith the nature of the breach or 59

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the circumstances or events which could reasonably be expected to make the satisfaction of any of the conditions set forth in Sections 5.1 or 5.2 (as the case may be) impossible or unlikely, with a view of determining whether or not there is a mutually acceptable approach to dealing with the matter set out in such notice.

4.4.4 Risk of Loss

If, at or prior to the Closing Time, all or a material part of the assets of the Corporation are destroyed or damaged by fire or any other casualty or are expropriated or otherwise seized by any Governmental Authority, the Vendor shall immediately advise the Purchaser thereof in writing and, and if such damage, destruction, expropriation or seizure gives rise to the inability to fulfil a condition set forth in Section 5.1, the Purchaser may elect not to complete the transactions contemplated herein by notice in writing to the Vendor, and in such event all Parties hereto shall be discharged from all obligations herein; other than the obligations referred to in Section 7.2 which survive the termination of this Agreement. Unless the Purchaser has elected not to proceed, the Parties shall complete the transactions contemplated herein.

4.5 Post-Closing Covenants of the Vendor

The Vendor hereby covenants as set out in this Section 4.5.

4.5.1 Tax Matters

The Vendor shall cause to be prepared, in a manner which is consistent with the past practices of the Corporation (including claims for reasonable deductions), and file in a timely fashion all Tax Returns required under any applicable Tax Legislation to be filed by the Corporation for (a) any period ending on or before the Closing Date (including as a consequence of Closing) and for which applicable Tax Returns have not been filed as of that date; and (b) any period beginning prior to the Closing Date and ending after the Closing Date (clauses (a) and (b) above are collectively referred to as the “ Stub Period Returns ”). The Parties shall co-operate fully in good faith with each other and make available to each other in a timely fashion any information in their respective possession and that is reasonably required for the preparation and filing of the Stub Period Returns, and shall preserve that information in their respective possession until the expiration of any applicable limitation period under any applicable Tax Legislation. No later than 10 Business Days prior to the applicable deadline for filing any Stub Period Return with any Governmental Authority, the Vendor shall provide to the Purchaser a copy of the applicable Stub Period Return for its review and approval (for greater certainty, no Stub Period Return shall be filed or caused to be filed by the Vendor without the prior written approval of the Purchaser, or filed by the Purchaser or the Corporation unless such Stub Period Return has been approved in writing by the Vendor) and the Vendor shall then file, at the cost of the Vendor (less an amount equal to the greater of (i) 50% of such cost or (ii) $5,000, which the Corporation shall be responsible for; provided that amount has been accrued and reflected in the Closing Working Capital (as finally determined in accordance with Section 2.5)).

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4.6 Post-Closing Covenants of the Purchaser

The Purchaser hereby covenants as set out in this Section 4.6.

4.6.1 Listing of Common Shares

As long as the Vendor is a holder of any of the TIMIA Consideration Shares, for a period of 1 year following the date that the Purchaser has exercised the Retraction Right (as such term is defined in the Articles of the Purchaser) in respect of the TIMIA Series A Preferred Shares, the Purchaser shall not take any action which would reasonably be expected to result in the delisting or suspension of the TIMIA Common Shares and/or TIMIA Series A Preferred Shares from the TSXV or such other stock exchange on which the shares are listed at the time, provided that this covenant shall not prevent the Purchaser from completing any transaction which would result in the Purchaser ceasing to be listed so long as (a) the holders of TIMIA Common Shares and TIMIA Series A Preferred Shares receive (i) cash, (ii) securities of an entity which is listed on a stock exchange in Canada, or (iii) a combination of both cash and securities; or (iv) in the case of the TIMIA Series A Preferred Shares, a debt note having terms substantially similar to the terms of such TIMIA Series A Preferred Shares; or (b) the holders of the TIMIA Common Shares and TIMIA Series A Preferred Shares have approved the transaction.

4.6.2 Retraction Right

The Purchaser covenants to exercise the Retraction Right (as that term is defined in its articles) on or before November 27, 2025 such that all of the then outstanding TIMIA Series A Preferred Shares will be repurchased by the Purchaser for $1.00 in cash per TIMIA Series A Preferred Share (as adjusted for any splits or consolidations that may occur) and none shall thereafter remain issued and outstanding, provided that the exercise of the Retraction Right shall not have a Purchaser Material Adverse Effect.

4.7 Post-Closing Covenants of the Parties

The Parties hereby covenant as set out in this Section 4.7.

4.7.1 Incentive Plan

The Purchaser will seek re-approval of its incentive stock option plan at the Purchaser’s AGSM. Each of the Employees shall be eligible to receive options under, and to otherwise participate in, the Purchaser’s incentive plan, as amended, as more particularly provided for in each Employee’s employment agreement.

4.7.2 Governance of Corporation

Promptly after Closing, the board of directors of the Corporation will be reconstituted to be comprised of three nominees of the Purchaser and two nominees of the Vendor. For so long as the Vendor holds directly or indirectly greater than 5% of the issued and outstanding TIMIA Common Shares on a partially diluted basis, the Purchaser shall vote

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its shares of the Corporation to maintain the foregoing composition of the board of directors of the Corporation.

4.7.3 Investor Rights and Voting Agreement

Upon Closing, the Parties will enter into an investor rights and voting agreement as more particularly set out in the form attached as Schedule C hereto (the “ Investor Rights and Voting Agreement ”).

4.7.4 Employees and Transferred Employees

All employment-related Liabilities relating to the Employees and Transferred Employees accruing on and after the Closing Date, including but not limited to, employee salary, wages, bonuses, commissions, vacations, vacation pay, pension obligations and other compensation or benefits relating to the employment of all Employees and Transferred Employees or the termination of such employment on and after the Closing Date (including any termination pay or severance pay in relation thereto), and actions, causes of action, Claims and demands, and any interest, award, judgment, penalties, costs or expenses relating thereto shall be the Purchaser’s responsibility.

4.7.5 Employee Benefit Plans

(a) The Purchaser shall assume all obligations under the PFI Plan and be responsible for all amounts payable by reason of or in connection with any and all claims incurred under the PFI Plan by the Employees and Transferred Employees (and their eligible dependants), from and after the Closing Date or which relate to events occurring after the Closing Date and the Purchaser agrees to indemnify and hold the Vendor harmless from and against any and all Damages which the Vendor may suffer or incur in connection with such claims.
(b) Any costs associated with the PFI Plan from the Closing Date shall be for the account of the Purchaser and to be accounted for in the Post-Closing Adjustment Amount.
(c) Without limiting the generality of Section 4.7.5(a), the Purchaser shall be responsible for all amounts payable in relation to the following claims of all Employees and Transferred Employees (and their eligible spouses, dependants and beneficiaries) under the PFI Plan:
(i) with respect to death or dismemberment claims, those in respect of which the event occurred on or after the Closing Date;
(ii) with respect to health claims, those in respect of which the services were provided or the supplies were purchased on or after the Closing Date;
(iii) with respect to short-term and/or long-term disability claims, for those claims resulting from events that occurred on or after the Closing Date.

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ARTICLE 5 CONDITIONS OF CLOSING

5.1 Conditions for the Benefit of the Purchaser

The transactions contemplated by this Agreement, including the sale and purchase of the Purchased Shares, are subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the conditions in this Section 5.1, each of which is for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion.

5.1.1 Representations, Warranties and Covenants of the Vendor
(a) All of the representations and warranties of the Vendor contained in this Agreement which are not qualified by materiality will be true and correct in all material respects as of the Effective Date and as of the Closing Time (other than (i) the Fundamental Representations which shall be true and correct in all respects as of the Effective Date and as of the Closing Time; and (ii) any representation or warranty which specifies that it is made as of a specific date, which shall be true and correct as of that date), and all of the representations and warranties of the Vendor contained in this Agreement that are qualified by materiality will be true and correct in all respects as of the Effective Date and as of the Closing Time (other than any representation or warranty which specifies that it is made as of a specific date, which shall be true and correct as of that date), and the Vendor will have executed and delivered a certificate to that effect.
(b) The Vendor will have performed or complied with, in all material respects, all obligations and covenants contained in this Agreement to be performed or complied with by him at or prior to the Closing Time, and the Vendor will have executed and delivered a certificate to that effect.

5.1.2 Financial Statements

5.1.3 Deliveries of the Vendor

At the Closing Time, the Vendor shall have delivered to the Purchaser (or the Purchaser’s Solicitor) the following in form and substance satisfactory to the Purchaser acting reasonably:

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(a) certified copies of: (i) the constating documents of the Corporation; (ii) resolutions of the board of directors of the Corporation authorizing the completion of the transactions contemplated by this Agreement;
(b) a certificate of status or compliance (as applicable) with respect to the Corporation issued by the appropriate Governmental Authority in its respective jurisdiction of incorporation;
(c) the certificates referred to in Sections 5.1.1(a) and 5.1.1(b);
(d) copies of management prepared financial statements of the Corporation from the previous fiscal year end and interim financial statements from the most recent month-end that, in the sole opinion of the Purchaser, do not materially differ from any Corporation’s Annual Financial Statements previously provided to the Purchaser;
(e) a duly executed release, in substantially the form set forth in Schedule B, effective as at the Closing Time, of the Vendor which shall release the Purchaser, the Corporation and their Affiliates and their respective predecessors and successors and their respective past, present and future directors, officers, employees and shareholders from all Claims in respect of facts or events existing or occurring on or before the Closing, whether known or not known; except for Claims under this Agreement;
(f) the Investor Rights and Voting Agreement duly executed by the Vendor;
(g) certificates representing the Purchased Shares duly endorsed to the Purchaser for transfer, or accompanied by irrevocable security transfer powers of attorney in favour of the Purchaser;
(h) the Transferred Employee Agreements, duly executed by each of the Transferred Employees and the Corporation;
(i) the Employment Agreements, duly executed by each of the Vendor and Dan Flaro;
(j) a non-competition and non-solicitation agreement in substantially the form attached hereto as Schedule D duly executed by the Vendor (the “ Non-Competition and Non-Solicitation Agreement ”);
(k) a consent by the Landlord and by 21 Price Street Holdings Inc. to the change of control of the Corporation in relation to the Price Street Lease;
(l) evidence of the discharge of all Liens registered against the Corporation; and
(m) the Investment Agreement and all schedules and ancillary agreements thereto, duly executed by Dan Flaro.

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5.1.4 Consents and Regulatory Approvals

All Consents described in Schedule 3.1.7 to the Disclosure Letter and all Regulatory Approvals disclosed in Schedule 3.1.6 to the Disclosure Letter shall have been given or obtained (as applicable) to the satisfaction of the Purchaser, acting reasonably.

5.1.5 No Legal Proceedings

As at the Closing Time, no Order shall have been made and no Legal Proceeding shall have been commenced or shall have been threatened in writing against either Party or the Corporation for the purpose of enjoining, restricting or prohibiting the completion of any of the transactions contemplated by this Agreement.

5.1.6 No Material Adverse Effect

As at the Closing Time, there shall not have been any Material Adverse Effect since the Effective Date.

5.1.7 No Liens

As at the Closing Time, the Purchased Shares shall be free and clear of all Liens.

5.1.8 TSXV Approval

The Purchaser shall have obtained the TSXV Approval required for the completion of the transactions contemplated by this Agreement prior to the Closing Time and on terms and conditions satisfactory to the Purchaser, acting reasonably.

5.1.9 Regulatory Approval

The Purchaser shall have received all necessary Regulatory Approvals for the completion of the transactions contemplated by this Agreement prior to the Closing Time and on terms and conditions satisfactory to the Purchaser, acting reasonably.

5.1.10 Asset Purchase Transaction

Prior to the Closing Time, all of the conditions of closing contained in the Asset Purchase Agreement in favour of the Purchaser, as purchaser, shall have been completed or performed to the Purchaser’s satisfaction, acting reasonably, or the completion or performance thereof shall have otherwise been waived by the Purchaser in accordance with the terms of the Asset Purchase Agreement.

5.1.11 Strategic Investment

Prior to the Closing Time, all of the conditions of closing contained in the Investment Agreement in favour of the Purchaser, shall have been completed or performed to the Purchaser’s satisfaction, acting reasonably, or the completion or performance thereof shall

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have otherwise been waived by the Purchaser in accordance with the terms of the Investment Agreement.

5.1.12 Employees

Prior to the Closing Time (but effective immediately after the Closing Time), new employment agreements shall have been entered into as between each of:

(a) the Corporation, the Purchaser and the Vendor; and

(b) the Corporation and Dan Flaro;

(collectively, the “ Employment Agreements ”) in substantially the form set forth in Schedule A attached hereto.

5.1.13 Transferred Employees

Each of the Transferred Employees shall have been hired by the Corporation.

5.1.14 PFI Plan

The PFI Plan shall have been transferred to the Corporation and each of the Employees and Transferred Employees shall have uninterrupted coverage thereunder up to the Closing Date.

5.1.15 Non-Competition Agreements

The Vendor shall have executed and delivered to the Purchaser the Non-Competition and Non-Solicitation Agreement.

5.2 Conditions for the Benefit of the Vendor

The transactions contemplated by this Agreement, including the sale and purchase of the Purchased Shares, are subject to the satisfaction of, or compliance with, at or before the Closing Time, each of the conditions in this Section 5.2, each of which is for the exclusive benefit of the Vendor and may be waived, in whole or in part, by the Vendor.

5.2.1 Representations, Warranties and Covenants of the Purchaser
(a) All representations and warranties of the Purchaser contained in this Agreement which are not qualified by materiality will be true and correct in all material respects as of the Effective Date and as of the Closing Time, and all representations and warranties of the Purchaser contained in this Agreement that are qualified by materiality will be true and correct in all respects as of the Effective Date and as of the Closing Time, and the Purchaser will have executed and delivered a certificate to that effect.

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(b) The Purchaser will have performed or complied with, in all material respects, all obligations and covenants contained in this Agreement to be performed or complied with by it at or prior to the Closing Time, and the Purchaser will have executed and delivered a certificate to that effect.

5.2.2 Deliveries of the Purchaser

At the Closing Time, the Purchaser shall have delivered to the Vendor (or the Vendor’s Solicitor):

(a) a certified copy of: (i) the resolutions of the board of directors of the Purchaser authorizing the entering into and completion of the transactions contemplated by this Agreement (including, without limitation, the acquisition by the Purchaser of the Purchased Shares and issuance of the TIMIA Consideration Shares to the Vendor as more particularly set out in this Agreement); and (ii) incumbency and signatures of the officers of the Purchaser executing this Agreement and the other transaction documents contemplated herein;
(b) a certificate of good standing with respect to the Purchaser, issued by the appropriate Governmental Authority in its jurisdiction of incorporation;
(c) the certificates referred to in Sections 5.2.1(a) and 5.2.1(b);
(d) the Investor Rights and Voting Agreement duly executed by the Purchaser;
(e) the Employment Agreement between the Purchaser and the Vendor, duly executed by the Purchaser;
(f) share certificates representing the TIMIA Consideration Shares in the name of the Vendor free and clear of all Liens;
(g) a wire transfer of immediately available funds in accordance with written wire instructions to be provided by the Vendor for the cash portion of the Purchase Price; and
(h) the Employment Agreements, duly executed by the Purchaser; and
(i) the Investment Agreement and all schedules and ancillary agreements thereto, duly executed by the Purchaser.

5.2.3 TSXV Approval

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5.2.4 Regulatory Approval

5.2.5 No Legal Proceedings

5.2.6 No Material Adverse Effect

As at the Closing Time, there shall not have been any Purchaser Material Adverse Effect since the Effective Date.

5.2.7 No Liens

As at the Closing Time, the TIMIA Consideration Shares shall be free and clear of all Liens.

5.2.8 Asset Purchase Transaction

Prior to the Closing Time, all of the conditions of closing contained in the Asset Purchase Agreement shall have been completed or performed, or the completion or performance thereof shall have otherwise been waived in accordance with the terms of the Asset Purchase Agreement.

5.2.9 Strategic Investment

The strategic investment contemplated by the Investment Agreement shall have been completed or performed in accordance with the terms thereof.

5.3 Waiver of Conditions

The Purchaser may waive, in whole or in part, at any time by notice in writing to the Vendor, any condition in Section 5.1 which is for the benefit of the Purchaser. The Vendor may waive, in whole or in part, at any time by notice in writing to the Purchaser, any condition in Section 5.2 which is for the benefit of the Vendor. No such waiver by the Purchaser or by the Vendor, as the case may be, of any condition, in whole or in part, will operate as a waiver of any other condition or of the rights of termination in favour of the Purchaser or in favour of the Vendor, as the case may be, in the event of the non-fulfilment of any other condition, in whole or in part.

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ARTICLE 6 CLOSING ARRANGEMENTS

6.1 Date, Place and Time of Closing

The Closing will take place by electronic transfer of documents at the Closing Time at the offices of the Purchaser in Vancouver, British Columbia, or at such other place as may be agreed upon in writing by the Parties.

ARTICLE 7 TERMINATION

7.1 Termination Rights

Notwithstanding anything contained in this Agreement to the contrary, at any time prior to the Closing, this Agreement may be terminated:

(a) by the Purchaser or the Vendor, upon written notice to the other, if any Governmental Authority has not provided a consent, authorization or approval set forth, or required by the terms of this Agreement prior to the Termination Date (including the TSXV Approval);
(b) by the Vendor, upon written notice to the Purchaser if the Closing has not occurred by the Termination Date and such failure did not result from the failure of the Vendor to fulfill any undertaking or commitment provided for herein that is required to be fulfilled by the Vendor prior to the Closing;
(c) by the Purchaser, upon written notice given to the Vendor, if the Closing has not occurred by the Termination Date and such failure did not result from the failure of the Purchaser to fulfill any undertaking or commitment provided for herein that is required to be fulfilled by the Purchaser prior to the Closing;
(d) by the Vendor, if the Purchaser shall have breached any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach: (i) would give rise to the inability to fulfil a condition set forth in Section 5.2; and (ii) remains uncured on the earlier of: (A) the date which is 10 Business Days following the Purchaser’s receipt of written notice thereof from the Vendor; and (B) the day immediately preceding the Termination Date;
(e) by the Purchaser if the Vendor shall have breached any of its representations, warranties, covenants or agreements set forth in this Agreement, which breach: (i) would give rise to the inability to fulfil a condition set forth in Section 5.1; and (ii) remains uncured on the earlier of: (A) the date which is 10 Business Days following the Vendor’s receipt of written notice thereof from the Purchaser; and (B) the day immediately preceding the Termination Date;
(f) by the Purchaser or the Vendor, in the event that any Order or Applicable Law becomes effective restraining, enjoining or otherwise prohibiting or making illegal 69

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the consummation of the transactions contemplated hereunder or under any of the Closing Documents, and such Order or Applicable Law is final and/or nonappealable; or

(g) by the mutual written agreement of the Parties upon the terms of that agreement.

7.2 Effect of Exercise of Termination Rights

If this Agreement is terminated under Section 7.1, this Agreement will be of no further force or effect and the Parties will be discharged from any further obligations under this Agreement, except that Sections 9.1, 9.2, 9.4 to 9.12 and all of the obligations thereunder will continue indefinitely and nothing in this Section 7.2 will relieve either Party of liability for any breach of this Agreement occurring prior to the termination of this Agreement.

ARTICLE 8 SURVIVAL AND INDEMNIFICATION

8.1 Survival of Representations, Warranties and Covenants

(a) The representations and warranties of each Party contained in this Agreement and in the certificates to be delivered under Sections 5.1.1(a), 5.1.1(b), 5.2.1(a) and 5.2.1(b) will not merge on and will survive the Closing and will continue in full force and effect, notwithstanding the Closing until:
(i) with respect to a Fundamental Representation, without limit as to time;
(ii) with respect to a representation or warranty set out in Section 3.1.33 [Tax Matters], until the date that is 90 days following the applicable Tax Reassessment Period; and
(iii) with respect to all other representations and warranties, until the date that is 12 months following the Closing Date.
(b) The covenants of the Parties contained in this Agreement will survive the Closing and, notwithstanding the Closing, will continue in full force and effect.

8.2 Indemnification by the Vendor

(a) Subject to Section 8.4 and Section 8.5, the Vendor shall indemnify and save each Purchaser Indemnified Party harmless against, and will reimburse each Purchaser Indemnified Party for, any and all Damages suffered or incurred by it arising from or in connection with:
(i) the breach of the representations or warranties of the Vendor contained in this Agreement or in any certificate to be delivered under Section 5.1.1(a) or Section 5.1.1(b);

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(ii) any breach or non-fulfillment of any covenant or obligation on the part of the Vendor contained in this Agreement;
(iii) any Transaction Expenses;
any Transaction Expenses;
(iv) any Taxes that are payable or collectible or required to be remitted by the Corporation in respect of any period of time ending on or before the Closing Date (including, for certainty, the pre-Closing portion of any taxation year or other period that begins prior to the Closing Date and ends after the Closing Date) in excess of the amount accrued therefor and as reflected in the Closing Working Capital (as finally determined in accordance with Section 2.5).

8.3 Indemnification by the Purchaser

Subject to Section 8.5, the Purchaser shall indemnify and save the Vendor harmless against, and will reimburse the Vendor for, any Damages suffered or incurred by it arising from or in connection with:

(a) the breach of any of the representations or warranties of the Purchaser contained in this Agreement or in any of the certificates to be delivered under Section 5.2.1(a) and Section 5.2.1(b); and/or
(b) any breach or non-fulfillment of any covenant or obligation on the part of the Purchaser contained in this Agreement.

8.4 Limitations on Amount of Indemnification

(a) Except in respect of any indemnification Claim relating to: (A) any breach of a Fundamental Representation; (B) Section 8.2(a)(ii); (C) Section 8.2(a)(iii); (D) Section 8.2(a)(iv); and/or (E) fraud or intentional misrepresentation (which, for greater certainty, shall not be subject to the limitation and threshold set forth in paragraphs (i) and (ii) below, respectively):
(i) subject to Section 8.4(a)(ii), the maximum aggregate liability of the Vendor under Section 8.2(a) shall be limited to ; and
(ii) the Vendor shall not be liable to indemnify any Purchaser Indemnified Party pursuant to an indemnification claim under Section 8.2(a), unless the aggregate Damages suffered or incurred by the Indemnified Parties exceeds in which event, the Vendor shall be liable for the full amount of
all such Damages regardless of such threshold

provided that the maximum aggregate liability of the Vendor pursuant to this Article 8 shall be limited to .

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8.5 Time Limits for Claims

(a) The Vendor has no obligation to make any payment in respect of a claim (for indemnification or otherwise) under Section 8.2(a) unless written notice of that claim is delivered to the Vendor under Section 8.6 on or before the following dates (where applicable):
(i) with respect to: (A) a breach of a Fundamental Representation; (B) any breach or non-fulfillment of any covenant or obligation of the Vendor; or (C) fraud or intentional misrepresentation, at any time;
(ii) with respect to a breach of any of the representations or warranties set out in Section 3.1.33 [Tax Matters] or with respect to a claim for indemnification pursuant to Section 8.2(a)(iv) hereof, on or before the date that is 90 days following the applicable Tax Reassessment Period; and

(iii) with respect to a breach of any of the other representations or warranties of the Vendor, on or before the date that is 12 months after the Closing Date. For greater certainty and notwithstanding any other provision of this Agreement: (A) a Purchaser Indemnified Party shall be entitled to deliver notice of an indemnification claim (based on the then currently existing facts or circumstances) in respect of matters that could reasonably be expected to result in Damages for which indemnification is provided for under this Article 8 notwithstanding that Damages have not yet been actually suffered or incurred in respect thereof; and (B) if written notice of such indemnification claim has been delivered under Section 8.6 at or prior to the end of the applicable time period (if any) set out in this Section 8.5, each Purchaser Indemnified Party shall be indemnified and saved harmless from all Damages which are suffered or incurred by it in respect of such matters set forth therein, even if such Damages are suffered or incurred following the end of the applicable time period (if any), subject to the limitation on indemnification set forth in Section 8.4, if and to the extent applicable.

(b) For greater certainty, the Vendor: (i) expressly waives any rights of indemnification that it may have from the Corporation for any acts, circumstances, or events that give rise to any indemnification obligations of the Vendor pursuant to this Agreement; and (ii) agrees and acknowledges that it has no right of contribution from, or right of subrogation against, the Corporation in the event that it is required to take, or refrain from taking, any action, whether by payment of money or otherwise, as a result of this Article 8.
(c) The Purchaser has no obligation to make any payment in respect of an indemnification claim under Section 8.3 unless notice of that claim is delivered to the Purchaser in accordance with Section 8.6 on or before the following dates:
(i) with respect to: (A) a breach of a Fundamental Representation; (B) any breach or non-fulfillment of any covenant or obligation of the Purchaser; or (C) fraud or intentional misrepresentation of the Purchaser, at any time; and

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(ii) with respect to all other representations and warranties of the Purchaser, on or before the date that is 12 months after Closing.

8.6 Other Limitations on Liability

Notwithstanding any other provision of this Agreement, no Party will have any liability to any other Party to the extent:

(a) of any insurance proceeds actually received by an Indemnified Party with respect to such damages, net of any deductible and costs of collection and any increase in the annual insurance premium of said insurance policies for any subsequent period resulting from the filing and collection of such insurance claim, and if an Indemnified Party receives any payment (an “ Indemnity Payment ”) required by this Agreement from an Indemnifier in respect of any Damages and subsequently receives insurance proceeds in respect of the subject matter that gave rise to the Indemnity Payment, the Indemnified Party will pay the Indemnifier an amount equal to the difference between the Indemnity Payment actually received less the amount of that Indemnity Payment that would have been paid if the insurance proceeds had been received, realized or recovered before the Indemnity Payment had been made;
(b) of any net Tax benefit actually recognized in the year the damages are incurred or in the immediately succeeding tax year by the Indemnified Party as a result of the damages giving rise to the claim hereunder;
(c) any such Damages suffered by an Indemnified Party arise solely by reason of a proposed or actual enactment or change of any Tax law after the Closing Date;
(d) any Damages arise solely (i) as a result of any law not in force on the Closing Date which takes effect retrospectively or (ii) as a consequence of a change in the interpretation of any law after the Closing Date;
(e) any Damages are caused by, or contributed to or by, any Indemnified Party;
(f) any Damages are caused by any matter or thing done or omitted to be done by or at the direction of or with the consent of the Indemnified Party;
(g) to the extent such party has been indemnified or reimbursed for such Damages under any other provision of this Agreement, including pursuant to Section 2.6; and
(h) any Damages suffered by any Indemnified Party to the extent there are any offsetting savings by or net financial benefits to such Indemnified Party arising from such Damages or the facts, matters, events or circumstances giving rise to such Damages.

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8.7 Notice of Claim

(a) If a Third Party Claim is instituted or asserted against an Indemnified Party, the Indemnified Party shall reasonably promptly after the commencement or assertion of that Third Party Claim, notify the Indemnifier in writing of the Third Party Claim. The notice will describe the Third Party Claim in reasonable detail and indicate, if reasonably practicable, the nature of the Third Party Claim and, to the extent known by the Indemnified Party, the amount of the potential Damages which may be suffered or incurred by it in respect thereof. The failure by the Indemnified Party to provide notice to the Indemnifier of such Third Party Claim on a reasonably prompt basis shall not affect the right of the Indemnified Party to make a claim for indemnification against the Indemnifier with respect thereto, as long as the notice is provided prior to the expiry of the applicable time period set forth in Section 8.5, if any except to the extent that, as a result of such failure, any party which was entitled to receive such notice was directly prejudiced as a result of such failure, including should it have been deprived of its right to recover any payment under its applicable insurance coverage.
(b) If an Indemnified Party becomes aware of a Direct Claim, the Indemnified Party shall reasonably promptly notify the Indemnifier in writing of that Direct Claim. The notice will describe the Direct Claim in reasonable detail and indicate, if reasonably practicable, the nature and amount of the potential Damages which may be suffered or incurred by it in respect thereof. The failure by the Indemnified Party to provide notice to the Indemnifier of such Direct Claim reasonably promptly shall not affect the right of the Indemnified Party to make a claim for indemnification against the Indemnifier with respect thereto, as long as the notice is provided prior to the expiry of the applicable time period set forth in Section 8.5, if any.
(c) Notice to an Indemnifier of a Third Party Claim or Direct Claim under this Section 8.6 will constitute assertion of a claim for indemnification against such Indemnifier under this Article 8 and upon receipt of notice, the provisions of Sections 8.8 to 8.10 will apply to any Third Party Claim and the provisions of Section 8.11 will apply to any Direct Claim.

8.8 Defence of Third Party Claims

With respect to any Third Party Claim, the Indemnifier may participate in or, by giving notice to that effect to the Indemnified Party not later than 30 days after receipt of notice with respect to that Third Party Claim and, subject to:

(a) the rights of any insurer or other third party having potential liability therefor;
(b) the Indemnifier having sufficient financial resources, in the opinion of the Indemnified Party, acting reasonably, to satisfy any adverse monetary judgment that is reasonably likely to result from such Third Party Claim;

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(c) the defence of such Third Party Claim by the Indemnifier not, in the opinion of the Indemnified Party, acting reasonably, materially adversely affecting the Indemnified Party (including it’s relationships with its material customers and suppliers);
(d) the Third Party Claim solely seeking (and continuing to solely seek) monetary damages;
(e) the Third Party Claim not including any criminal or regulatory proceeding, indictment or allegation; and
(f) the Third Party Claim not seeking an amount in excess of what the Indemnifier may be liable for under this Article 8,

elect to assume the control of the defence of the Third Party Claim at the Indemnifier’s own expense and by the Indemnifier’s own counsel provided that the Indemnifier acknowledges in writing its obligation to indemnify the Indemnified Party in accordance with the terms contained in this Article 8 in respect of such Third Party Claim. The Indemnifier shall thereafter keep the Indemnified Party reasonably informed with respect to the status of such Third Party Claim and the Indemnified Party may participate in the defence of such Third Party Claim assisted by counsel of its choice at its own expense. If the Indemnifier does not give notice within 30 days after receipt of notice of the Third Party Claim that it has elected to assume the control of the defence of the Third Party Claim, the Indemnified Party may, at its option and assisted by counsel of its choice, assume the defence of the Third Party Claim without prejudice to its right of indemnification under this Agreement.

8.9 Assistance for Third Party Claims

With respect to any Third Party Claim, the Indemnifier and the Indemnified Party shall make all reasonable efforts to make available to the Person which is undertaking and controlling the defence of such Third Party Claim (the “ Defending Party ”):

(a) those employees whose assistance, testimony or presence is necessary to assist the Defending Party in evaluating and in defending such Third Party Claim; and
(b) all documents, records and other materials in the possession of that Person reasonably required by the Defending Party for its use in defending such Third Party Claim,

and shall otherwise co-operate in good faith with the Defending Party. The Indemnifier shall be responsible for all reasonable expenses associated with making those documents, records and materials available and for all reasonable expenses of any employees made available by the Indemnified Party to the Indemnifier hereunder .

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8.10 Settlement of Third Party Claims

(a) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.8, the Indemnifier shall diligently proceed with the defence and shall not, without the prior written consent of the Indemnified Party (not to be unreasonably withheld), enter into any compromise or settlement of the Third Party Claim or consent to the entry of any judgment, which would lead to liability or create any other obligation, financial or otherwise, on the Indemnified Party.
(b) If an Indemnifier elects to assume the defence of any Third Party Claim as provided in Section 8.8, the Indemnifier will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defence of that Third Party Claim. However, if the Indemnifier fails to take reasonable steps necessary to defend diligently that Third Party Claim within 30 days after receiving notice from the Indemnified Party that the Indemnified Party believes on reasonable grounds that the Indemnifier has failed to take such reasonable steps, the Indemnified Party may, at its option and assisted by counsel of its choice, defend, settle or compromise the Third Party Claim (at the expense of the Indemnifier) without prejudice to its right of indemnification hereunder. The party controlling the defence of the Third Party Claim shall keep the other party advised of the defence of the Third Party Claim and consider in good faith recommendations made by the other party with respect thereto.

8.11 Direct Claims

Upon receiving a notice of a Direct Claim from an Indemnified Party pursuant hereto, the Indemnifier will then have a period of 30 days within which to respond in writing thereto. The Indemnified Party shall, at the request of the Indemnifier, make available to the Indemnifier the information relied upon by the Indemnified Party to substantiate its right to be indemnified with respect to such Direct Claim, together with all other information as may be reasonably requested by the Indemnifier. If the Indemnifier does not respond within that 30 day period, the Indemnifier will be deemed to have rejected such Direct 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.

8.12 Arbitration

Except where a resolution mechanism is otherwise specifically set out herein, if at any time any dispute, difference, disagreement or question shall arise between the Parties then every such dispute, difference, disagreement or question shall be referred to a single arbitrator, if the Parties can agree upon one. Otherwise such matter in issue shall be referred to a board of three arbitrators, one to be appointed by each Party to the dispute and one to be appointed by the arbitrators chosen by the Parties, in writing, before the arbitrators enter upon the business of the reference. If either Party shall refuse or neglect to appoint an arbitrator within five Business Days after the other Party shall have appointed an arbitrator and shall have served a written notice upon that other Party requiring such Party to make such appointment, then the arbitrator first appointed shall proceed to hear and determine the

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matter in issue as if that arbitrator was appointed by both Parties for that purpose. The award or determination which shall be made by the arbitrator, the arbitrators, or the majority of them, as applicable, shall be absolutely final and binding upon the Parties and their respective heirs, executors, administrators, successors and assigns. In the event that the two arbitrators chosen by the Parties are unable to agree upon the appointment of the third arbitrator, when required, within five Business Days after the appointment of the last of them, then upon the motion of any such arbitrator or either Party hereto to any judge of the Ontario Superior Court of Justice, such judge shall name the third arbitrator, whose appointment shall be final and binding upon the Parties. In all respects, subject to the terms of this Agreement, the Arbitration Act, 1991 (Ontario) and amendments thereto shall govern such proceedings, any arbitration shall occur in Toronto, Ontario, and the arbitrators shall be entitled to fix and apportion the liability for the costs of the arbitration.

8.13 Tax Treatment

To the fullest extent permitted under Applicable Laws, any payment made by the Purchaser as an Indemnifier under this Article 8 shall constitute a dollar-for-dollar increase to the Purchase Price and any payment made by the Vendor as an Indemnifier under this Article 8 shall constitute a dollar-for-dollar decrease to the Purchase Price, and each of the applicable Parties shall, within a reasonable time following any such payment, cause to be made all applicable amendments to its current or past Tax Returns as may be necessary to reflect the foregoing. Notwithstanding the foregoing, and for greater certainty, any adjustment required by this Section 8.13 shall not reduce the “Purchase Price” for the purposes of determining the indemnification cap set out in Section 8.4.

8.14 Duty to Mitigate

Each Indemnified Party will use commercially reasonable efforts to mitigate any Damages for which an Indemnifier is required to indemnify an Indemnified Party hereunder.

8.15 Foreseeability of Losses

For purposes of determining the liability and indemnity obligations under this Agreement, Damages will be limited to actual losses that are the direct and reasonably foreseeable consequences of any breach, non-performance or non-fulfillment of any covenant or agreement or misrepresentation, inaccuracy, incorrectness or breach of any representation, warranty or covenant, except to the extent that an aggrieved party is actually required to pay or otherwise satisfy a Third Party Claim, the substance of which includes Damages which are not reasonably foreseeable and such Party would otherwise be entitled to indemnification under this Agreement.

8.16 Exclusive Remedy

(a) The Parties acknowledge and agree that their sole and exclusive remedy with respect to any and all Claims relating (directly or indirectly) to Damages arising from the matters referred to in Sections 8.2(a)(i) to 8.2(a)(iv) in the case of the

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Purchaser, and from the matters referred to in Section 8.3 in the case of the Vendor (except in the case of fraud on the part of a Party), is set out in this Article 8.

(b) The Parties agree that the provisions in this Agreement relating to indemnification, and the limits imposed on the Parties’ remedies with respect to this Agreement, and the transactions contemplated hereby were specifically bargained for between sophisticated Persons and were relied upon by the Parties in agreeing to execute and deliver this Agreement.

ARTICLE 9 MISCELLANEOUS

9.1 Notices

(a) Any notice, direction or other communication (in this Section 9.1, a “ notice ”) regarding the matters contemplated by this Agreement must be in writing and delivered personally or sent by courier or electronic mail as follows:
(i) in the case of the Vendor, to:

Kenneth Thomson

with a copy (not constituting notice) to:

Cassels Brock & Blackwell LLP 2100 Scotia Plaza, 40 King Street West Toronto, ON M5H 3C2 Attention: Jason Arbuck Email:

(ii) in the case of the Purchaser, to:

TIMIA Capital Corp. Suite 835 – 1100 Melville Street Vancouver, BC V6E 4A6 Attention: Michael Walkinshaw, Chief Executive Officer Email:

with a copy (not constituting notice) to:

MLT Aikins LLP Suite 2600, 1066 West Hastings Street Vancouver, BC V6E 3X1 Attention: Kevin Sorochan Email: 78

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(b) A notice is deemed to be delivered and received: (i) if delivered personally or by electronic mail, on the date of delivery if delivered prior to 5:00 p.m. (recipient’s time) on a Business Day and otherwise on the next Business Day; (ii) if sent by same-day courier, on the date of delivery if delivered prior to 5:00 p.m. (recipient’s time) on a Business Day and otherwise on the next Business Day; or (iii) if sent by overnight courier, on the next Business Day.
(c) A Party may change its address for service from time to time by notice given in accordance with the foregoing provisions.

9.2 Public Announcements

No press release, public statement or announcement or other public disclosure regarding this Agreement or the transactions contemplated by this Agreement may be made without the prior written consent and joint approval of the Parties, except if required by Applicable Laws, a Governmental Authority or an applicable stock exchange rule. If disclosure is required by Applicable Laws, a Governmental Authority or applicable stock exchange rule, the Party that is required to make the disclosure shall, without unreasonable delay, notify the other Parties of the requirement before any disclosure is made and make reasonable efforts to obtain the approval of the other Parties as to the form, nature and extent of the disclosure.

9.3 Exclusivity

(a) From the Effective Date and until the earlier of the Closing or the date on which this Agreement is terminated pursuant to Article 7 hereof, the Vendor shall not, and the Vendor shall cause the Corporation to not, directly or indirectly, through any shareholder, director, officer, Employee, agent or other representative (including a financial advisor) or otherwise: (i) solicit, initiate, encourage or facilitate the submission of any proposal or offer from any Person relating to the acquisition or purchase of: (A) any of the Purchased Shares; (B) the Business or any part thereof; (C) any material assets of the Corporation; (D) any equity interest or other securities of the Corporation; or (E) any merger, amalgamation, arrangement or other business combination relating to any of the foregoing; (ii) participate in any discussions or negotiations regarding any of the foregoing; or (iii) furnish or make available to any Person any information with respect to, or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any Person to do or seek any of the foregoing.
(b) The Vendor acknowledges that the Purchaser shall suffer irreparable loss and damage which cannot be adequately determined or compensated by monetary compensation alone as a result of any breach of this Section 9.3 by the Vendor and, accordingly, acknowledges and agrees that any breach or threatened or anticipated breach of any provision of this Agreement shall be the proper subject of injunctive relief to restrain such breach or threatened or anticipated breach without proof of any actual damages that have resulted or may result to the Purchaser by such breach or threatened or anticipated breach and without the necessity of posting a bond. The 79

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remedies under this Article 9 are in addition to any other remedy at law or in equity available to the Purchaser, including but not limited to, general, specific and/or punitive damages.

9.4 Further Assurances

Each Party shall from time to time, before and after the Closing Time, execute, acknowledge and deliver or cause to be executed, acknowledged and delivered all further acts, documents, elections and instruments as may be reasonably necessary or desirable to give full effect to this Agreement or any provision of it.

9.5 Expenses

Each of the Parties shall pay their own respective legal, accounting and other professional advisory fees, costs and other expenses incurred in connection with the preparation, negotiation, execution and delivery of this Agreement and the Closing Documents.

9.6 Waiver of Rights

Except as otherwise provided in this Agreement, any waiver of any of the provisions of this Agreement will be binding only if it is in writing and signed by the Party to be bound by it, and only in the specific instance and for the specific purpose for which it has been given. Except as otherwise provided in this Agreement, the failure or delay of either Party in exercising any right under this Agreement will not operate as a waiver of that right. Except as otherwise provided in this Agreement, no single or partial exercise of any right will preclude any other or further exercise of that right or the exercise of any other right, and no waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar).

9.7 Severability

If any provision of this Agreement or its application to either Party or circumstance is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, it will be ineffective only to the extent of its illegality, invalidity or unenforceability without affecting the validity or the enforceability of the remaining provisions of this Agreement and without affecting its application to other parties or circumstances.

9.8 Assignment

Neither this Agreement nor any of the rights, benefits or obligations under this Agreement are assignable or transferable by either Party without the prior written consent of the other Party.

9.9 Successors and Assigns

This Agreement will enure to the benefit of and be binding upon the Parties and their respective successors, heirs and permitted assigns.

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9.10 Amendment

This Agreement may not be amended, supplemented or otherwise modified in any respect except by written agreement signed by the Parties.

9.11 Tender

Any tender of documents or money under this Agreement may be made upon the Parties or their respective counsel and money must be tendered by wired funds or by official bank draft drawn upon a Canadian chartered bank or by negotiable cheque payable in Canadian funds and certified by a Canadian bank listed in Schedule 1 to the Bank Act (Canada).

9.12 Counterparts and Electronic Transmission

This Agreement may be executed in any number of counterparts (including counterparts by facsimile or other electronic transmission), each of which will be deemed to be an original and all of which, taken together, will be deemed to constitute one and the same instrument and notwithstanding the date of execution shall be deemed to have been executed as of the Effective Date.

[ REMAINDER OF PAGE INTENTIONALLY BLANK—SIGNATURE PAGE FOLLOWS ]

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THIS AGREEMENT has been executed by the Parties as of the Effective Date.

"Jason Arbuck" "Kenneth Thomson" Witness Signature KENNETH THOMSON Print name: Jason Arbuck

TIMIA CAPITAL CORP.

Per: "Michael Walkinshaw" Authorized Signatory Print name: Michael Walkinshaw Title: Chief Executive Officer

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SCHEDULE A EMPLOYMENT AGREEMENTS

(see attached)

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SCHEDULE B RELEASE

(see attached)

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SCHEDULE C INVESTOR RIGHTS AND VOTING AGREEMENT

(see attached)

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INVESTOR RIGHTS AND VOTING AGREEMENT

THIS INVESTOR RIGHTS AGREEMENT is made as of the _ day of _____, 2021.

BETWEEN:

KEN THOMSON, an individual with an address at 25 Price Street, Toronto, ON M4W 1Z1

(" Thomson ")

AND:

TIMIA CAPITAL CORP. , a company incorporated under the Business Corporations Act (British Columbia) and having its registered and records office at Suite 2600, 1066 W. Hastings Street, Vancouver, BC V6E 3X1

(" TIMIA ")

RECITALS:

A. TIMIA and Thomson has entered into a share purchase agreement (the " Purchase Agreement "), pursuant to which TIMIA will acquire substantially all of the assets, property and undertaking relating to the business of Pivot Financial Services Inc. for consideration consisting of the Consideration Shares (as defined herein), on the terms and subject to the conditions set forth in the Purchase Agreement (the " Transaction "); and
B. as a condition to the willingness of TIMIA and Thomson to enter into the Purchase Agreement and incur the obligations set forth in the Purchase Agreement, TIMIA and Thomson have agreed to enter into this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and adequacy of which are acknowledged), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms

For the purposes of this Agreement (including the recitals and the Schedules hereto), unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

" Agreement " means this Investor Rights and Voting Agreement, as may be supplemented or amended from time to time;

" Affiliate " means, with respect to any specified Person, any other Person which directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person;

" Business Day " means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Vancouver, British Columbia;

" Closing Date " has the meaning ascribed thereto in the Purchase Agreement;

" Common Shares " mean the common shares in the capital of TIMIA;

" Consideration Shares " mean the Common Shares and Preferred Shares issued to Thomson under the Purchase Agreement;

" control " when used to describe a relationship between one Person and any other Person, has the following meanings:

(a) a Person controls a body corporate if securities of the body corporate to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate are beneficially owned by the Person and the votes attached to those securities are sufficient, if exercised, to elect a majority of the directors of the body corporate;
(b) a Person controls an unincorporated entity, other than a limited partnership, if more than 50% of the ownership interests, however designated, into which the entity is divided are beneficially owned by that Person and the Person is generally able to direct the business and affairs of the entity;
(c) a general partner of a limited partnership controls the limited partnership;
(d) a Person who controls an entity is deemed to control any entity that directly or indirectly is controlled, or deemed to be controlled, by the entity; and
(e) a Person is deemed to beneficially own, for the purposes of subparagraphs (a) or (b):
(i) any securities of the entity that are beneficially owned by that Person; and
(ii) any securities of the entity that are beneficially owned by any entity directly or indirectly controlled by that Person,

and the terms " controls " and " controlled " have corresponding meanings;

" Exchange " means the TSX Venture Exchange, or any other stock exchange upon which the Common Shares may be listed;

" Notice " has the meaning ascribed thereto in Section 7.1;

" Notice of Sale " has the meaning ascribed thereto in Section 6.1(1);

" Parties " means Thomson and TIMIA, and " Party " means any one of them;

"Person" means and includes any individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental entity, and pronouns have a similarly extended meaning;

"Preferred Shares" means the 8% Series A Preferred shares in the capital of TIMIA;

" Purchase Agreement " has the meaning ascribed thereto in Recital A;

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" Sale Shares " has the meaning ascribed thereto in Section 3.3(1); and

" Transaction " has the meaning ascribed thereto in Recital A.

Section 1.2 Currency

Unless otherwise indicated, in this Agreement "$" or "Dollars" each means dollars which are the lawful currency of the Canada.

Section 1.3 Gender and Number

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.4 Headings, etc.

The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation.

Section 1.5 Certain Phrases, etc.

In this Agreement (i) the words "including", "includes" and "include" mean "including (or includes or include) without limitation" and (ii) the words "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of". The expressions "Recital", "Article", "Section" and other subdivisions followed by a number mean and refer to the specified Recital, Article, Section or other subdivision of this Agreement. In the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word "from " means " from and including " and the words " to" and "until" each mean " to but excluding ".

ARTICLE 2 NATURE OF AGREEMENT

Section 2.1 No Partnership

Nothing in this Agreement will be deemed to constitute a legal partnership, agency or similar relationship between the Parties, or to authorize any Party to bind the other. Except as provided herein or as the Parties may otherwise agree, each Party shall have the right to engage in and receive the full benefits from any independent business activities or operations, whether or not competitive with the business activities and operations carried on by the other Party, without consulting with, or incurring any obligation to, the other Party, and each Party will be free to pursue and derive the benefits of all such future business opportunities as such Party sees fit without reference to or restriction by doctrines of "corporate opportunity" or "business opportunity" or other similar doctrines, all of which the Parties expressly agree shall not apply to the Parties in their dealings with each other.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of Thomson

Thomson represents and warrants to TIMIA as follows and acknowledges and confirms that TIMIA is relying on such representations and warranties in entering into this Agreement:

(a) Capacity . Thomson of the full age of majority and is legally competent to execute this Agreement and take all action pursuant hereto;

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(b) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Thomson and constitutes a legal, valid and binding obligation of Thomson enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally, and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

Section 3.2 Representations and Warranties of TIMIA

TIMIA represents and warrants to Thomson as follows and acknowledges and confirms that Thomson is relying on such representations and warranties in entering into this Agreement:

(a) Corporate Power. TIMIA has been duly formed and is validly existing under the laws of the Province of British Columbia and has all requisite corporate power and authority to enter into and deliver this Agreement and to perform its obligations under this Agreement;
(b) Conflict With Other Instruments. The execution and delivery by TIMIA and the performance by it of its obligations under, and compliance with the terms, conditions and provisions of, this Agreement will not conflict with or result in a breach of: (i) its articles, (ii) any applicable law, rule or regulation, (iii) any agreement or instrument to which TIMIA is a party or by which it is bound or by which any of its properties or assets are bound, or (iv) any judgment, injunction, determination or award which is binding on it;
(c) Corporate Action. The execution and delivery of this Agreement by TIMIA and the performance by TIMIA of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of TIMIA; and
(d) Execution and Binding Obligation. This Agreement has been duly executed and delivered by TIMIA and constitutes a legal, valid and binding obligation of TIMIA enforceable against it in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization and other laws of general application limiting the enforcement of creditors' rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.

TRANSFER OF COMMON SHARES

Section 3.3 Notice of Sale

(1) Beginning on the Closing Date and ending on the date that is 24 months after that date, if Thomson wishes to sell, at one time, any of the Consideration Shares in excess of 10,000 Common Shares and/or 1,000 Preferred Shares, it shall deliver a notice in writing to TIMIA (the " Notice of Sale ") at least five Business Days prior to the intended completion date of such sale of the intention to sell and the number of Common Shares and/or Preferred Shares that Thomson wishes to sell (the " Sale Shares ").
(2) Upon the Notice of Sale being given, TIMIA shall first have the right to try and place all or a portion of the Sale Shares within five Business Days after the Notice of Sale is deemed to have been received.
(3) If TIMIA does not place all of the Sale Shares pursuant to Section 3.3(2) above, then Thomson shall have the right to sell the Sale Shares pursuant to applicable securities laws and other applicable laws within the next succeeding 30 days thereafter, and shall not be required to deliver any subsequent Notice of Sale to TIMIA in respect of such Sale Shares within such 30 days. Any

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Sale Shares remaining unsold by Thomson at the end of such 30 day period, shall again be subject to the provisions of Section 3.3.

Section 3.4 Orderly Sales

Beginning on the Closing Date and ending on the date that is 24 months after that date, if Thomson intends to sell any Consideration Shares on the Exchange, it agrees to not sell during any one single trading day Common Shares in excess of 20% of the five day average daily trading volume for the immediately prior five trading days.

ARTICLE 4 BOARD REPRESENTATION AND VOTING SUPPORT

Section 4.1 Board Representation

(1) Until the date that is the day immediately following TIMIA’s annual general shareholder meeting held in the year 2023 (the “ Applicable Period ”), Thomson shall be entitled (but not required) to designate one individual (which may be himself), to be nominated to serve as a director of the board of TIMIA (an “ Investor Nominee ”); provided such Investor Nominee consents in writing to serve as a director of TIMIA and meets all statutory and stock exchange requirements for membership on the board, including the filing with the stock exchange of a personal information form or declaration form.
(2) Thomson shall serve as the initial Investor Nominee and subject to Thomson providing a consent to act as a director and completing a personal information form pursuant to Policy 3.2 of the TSX Venture Exchange, on or immediately after the Closing Date, TIMIA shall cause Thomson to be appointed as a director of TIMIA;
(3) If Thomson is entitled to designate the Investor Nominee pursuant to Section 4.1(1), TIMIA shall notify the Investor in writing promptly upon determining the date of any meeting of shareholders at which directors of TIMIA are to be elected, and, if Thomson desires to nominate the Investor Nominee, Thomson shall advise TIMIA of the name of the Investor Nominee that Thomson is entitled to nominate pursuant to Section 4.1(1) (as of the record date for the shareholders meeting) within ten Business Days after receiving such notice. If Thomson does not advise the Company of the Investor Nominee within such ten Business Day period, then Thomson will be deemed to have designated the incumbent Investor Nominee, if any, for nomination for election at the relevant meeting of the shareholders provided such incumbent Investor Nominee continues to consent to serve as a director of TIMIA and continues to meet all statutory and stock exchange requirements for membership on the board of directors of TIMIA.
(4) At each meeting of shareholders at which directors of TIMIA are to be elected and subject to Section 4.1(1), TIMIA shall cause the Investor Nominee to be included in the slate of nominees proposed by TIMIA to the shareholders for election as directors. TIMIA shall use commercially reasonable efforts to cause the election of the Investor Nominee, including recommending shareholders vote and soliciting proxies in favour of the election of the Investor Nominee.
(5) Forthwith following any meeting of shareholders at which the Investor Nominee was nominated to serve as a director but was not validly elected by the shareholders in accordance with the applicable corporate statutes, TIMIA shall take all commercially reasonable steps necessary to appoint an Investor Nominee to the board who is not the same individual who was not elected at the meeting of shareholders, including pursuant to the power of the board to appoint additional directors between shareholders’ meetings or to fill a vacancy on the board.

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(6) If the Investor Nominee ceases to hold office as a director of TIMIA for any reason, other than as a result of Thomson no longer being entitled to nominate such Investor Nominee pursuant to Section 4.1(1), Thomson shall be entitled to nominate an individual to replace him or her and, subject to Section 4.1(1), TIMIA shall promptly take all steps as may be necessary to appoint such individual to the board to replace the Investor Nominee who has ceased to hold office, including pursuant to the power of the board to appoint additional directors between shareholders meetings or to fill a vacancy on the board.
(7) For so long as the Investor Nominee serves as a member of the board, such Investor Nominee shall be eligible to serve on any committee of the board provided that such Investor Nominee satisfies the eligibility criteria for such committee as determined by the board or an authorized committee thereof from time to time, the policies of the Exchange or such other stock exchange on which the Common Shares are listed at the time, and applicable corporate laws and securities laws.
(8) TIMIA shall pay all reasonable expenses incurred by the Investor Nominee in the performance of his or her duties as a director for or on behalf of TIMIA incurred as a result of the Investor Nominee attending board and committee meetings, including travel and accommodation expenses, on the same terms and conditions as those provided to the other board members. In addition, subject to the Investor Nominee not being an employee or officer of TIMIA (or any subsidiary of TIMIA), the Investor Nominee shall be entitled to participate in any equity compensation or other incentive plans made available to directors of TIMIA.
(9) Upon the Investor Nominee election or appointment to the board and subject to applicable Laws and the articles, TIMIA shall provide the Investor Nominee with an indemnity with respect to his or her role as a director on the same terms and conditions as those provided to the other members of the board, and TIMIA shall take commercially reasonable steps to ensure that the Investor Nominee has the benefit of any director and officer insurance policy in effect for TIMIA, on the same terms and conditions as those provided to the other board members.

Section 4.2 Investor Voting Support

(1) Until the date which is 24 months following the Closing Date, Thomson covenants and agrees:

(a) to be present in person or represented by proxy (in respect of all Common Shares beneficially owned, or over which control or direction is exercised, by Thomson) at all meetings of shareholders of TIMIA for the purpose of determining the presence of a quorum at such meetings;
(b) to vote all Common Shares beneficially owned, or over which control or direction is exercised, by Thomson at each meeting of shareholders of TIMIA in favour of all matters proposed by management of TIMIA, which, in the interest of clarity, includes any director nominations by management of TIMIA;
(c) that it will not, and will not permit any entity under its control, to, deposit any of the Common Shares beneficially owned, or over which it exercises control or direction, into a voting trust or subject any of the Common Shares beneficially owned, or over which it exercises control or direction, to any arrangement or agreement with respect to the voting of such securities, other than pursuant to this Agreement; and
(d) that it will not, and will not permit any entity under its control, to: (a) solicit proxies, or become a participant in a solicitation in opposition to, or competition with, any matter proposed by management of TIMIA at any meeting of shareholders of TIMIA; (b) assist any person, entity or group in taking or planning any action that would compete with,

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restrain or otherwise serve to interfere with or inhibit any matter proposed by management of TIMIA at any meeting of shareholders of TIMIA; or (c) act jointly or in concert with others with respect to voting securities of TIMIA for the purpose of opposing or competing with the any matter proposed by management of TIMIA at any meeting of shareholders of TIMIA.

(2) Notwithstanding the above, the obligations of Thomson set out in Section 4.2(1) will cease to apply in the event of:
(a) any transaction whereby over 50% of the TIMIA’s outstanding voting securities or its assets are to be acquired by any third party or parties as a result of such transaction;
(b) any transaction with any person holding 20% or more of the outstanding securities or who is otherwise considered a “control person” (within the meaning of the Securities Act (British Columbia)) of TIMIA;
(c) TIMIA is not in compliance with this Agreement; or
(d) TIMIA is not in compliance with the Purchase Agreement.

ARTICLE 5 RESTRICTIONS ON TRANSFER OF CONSIDERATION SHARES

Section 5.1 Resale Restrictions

(1) Following the Closing Date, except as specifically contemplated by the Purchase Agreement or permitted in Section 5.1(2) or Section 5.1(3), Thomson agrees not to, in any manner, directly or indirectly, sell, assign, transfer, hypothecate, pledge or otherwise encumber (" Transfer ") the Consideration Shares until the date that is:
(a) four months and a day following the Closing Date, with respect to 10% of the Consideration Shares;
(b) six months following the Closing Date, with respect to 20% of the Consideration Shares;
(c) nine months following the Closing Date with respect to 30% of the Consideration Shares; and
(d) 12 months following the Closing Date, with respect to all of the Consideration Shares.
(2) Notwithstanding Section 5.1(1), Thomson shall be permitted to Transfer and/or tender any of the Consideration Shares to a Person making a formal take-over bid for all outstanding Common Shares or Preferred Shares of TIMIA, a purchase of all or substantially all of the assets of TIMIA, plan of arrangement, acquisition, merger or similar material transaction which results in a change of control of TIMIA (each a “ Control Transaction ”); provided that if the Control Transaction is not completed for any reason, such Consideration Shares shall continue to be subject to Section 5.1(1).
(3) Notwithstanding Section 5.1(1), Thomson shall be permitted to Transfer the Consideration Shares or the beneficial ownership of, or any interest in the Consideration Shares or in any certificate evidencing the Consideration Shares in the following circumstances: (i) to any affiliates of Thomson, any family members of Thomson, or any company, trust or other entity owned by or maintained for the benefit of Thomson or any family members of Thomson, (ii) Transfers occurring by operation of law or in connection with transactions arising as a result of the death or

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incapacitation of Thomson, (iii) Transfers to charitable organizations pursuant to bona fide gifts, or (iv) pledges of the Consideration Shares as security for bona fide indebtedness of Thomson; provided, in each of (i), (ii), (iii) and (iv) that any such transferee or pledgee shall first agree with TIMIA in writing prior to the Transfer to be bound by the terms of this Agreement.

ARTICLE 6 TERMINATION

Section 6.1 Termination

(1) This Agreement shall automatically terminate at the end of the Applicable Period and may be terminated earlier:
(a) at any time by written agreement of the Parties;
- at any time by written agreement of the Parties;
(b) by either Party by providing notice in writing in the event of a breach of the terms of this Agreement by the other Party, provided that the breaching Party shall have 5 Business Days to cure any such breach; and
(c) by either Party by providing notice in writing in the event of a breach of the terms of the Purchase Agreement by the other Party, subject to the cure provisions in the Purchase Agreement.
(2) Upon termination of this Agreement, each Party shall no longer thereafter have any further liability or obligation to the other Party under this Agreement, excepting any claims, liabilities or damages that arose under this Agreement prior to the date of termination.

ARTICLE 7 MISCELLANEOUS

Section 7.1 Notices.

Any notice, direction or other communication (each a " Notice ") given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email transmission and addressed:

(a) If to TIMIA:

TIMIA Capital Corp. Suite 835 – 1100 Melville Street Vancouver, BC V6E 4A6

Attention: Michael Walkinshaw, Chief Executive Officer Email: with a copy to:

MLT Aikins LLP Suite 2600, 1066 West Hastings Street Vancouver, BC V6E 3X1

Attention: Kevin Sorochan Email:

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(b) If to Thomson

25 Price Street Toronto, ON M4W 1Z1

Attention: Ken Thomson Email: with a copy to:

Cassels Brock & Blackwell LLP Suite 2100, 40 King Street W Toronto, ON M5H 3C2

Attention: Jason Arbuck Email:

A Notice is deemed to be delivered and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day, and (ii) if transmitted by email, on the Business Day following the date of the email message. Any Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed.

Section 7.2 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement executed by the Parties.

Section 7.3 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have.

Section 7.4 Entire Agreement.

This Agreement, together with the Purchase Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to the subject matter hereof. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 7.5 Successors and Assigns.

(1) This Agreement is binding upon and will enure to the benefit of the Parties and their respective successors and permitted assigns.

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(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed, except that Thomson may assign or transfer its rights or obligations under this Agreement to an Affiliate thereof, upon 5 Business Days' written notice to TIMIA.

Section 7.6 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

Section 7.7 Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of British Columbia and the laws of Canada applicable therein.

Section 7.8 Attornment.

For the purpose of all legal proceedings this Agreement will be deemed to have been performed in British Columbia, Canada and the courts of the Province of British Columbia will have jurisdiction to entertain any action arising under this Agreement. The Parties each attorn to the jurisdiction of the courts of the Province of British Columbia.

Section 7.9 Public Disclosure.

The Parties acknowledge that TIMIA will be required to file this Agreement on SEDAR as a material contract. Prior to doing so, TIMIA will provide Thomson with a reasonable opportunity to comment as to whether any provisions are of such a nature that they can, under Canadian securities laws, be redacted from this Agreement prior to filing and will give reasonable consideration to any such comments. Subject to the foregoing, all press releases and other public disclosure will be mutually coordinated and any Party required to make disclosure as aforesaid will, to the extent reasonably possible, give the other Party advance notice thereof, together with a copy or other particulars of the disclosure intended to be made.

Section 7.10 Counterparts.

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

[ Signature page to immediately follow ]

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IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

Ken Thomson

TIMIA CAPITAL CORP.

By:

Name: Title:

Signature page to Investor Rights Agreement

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SCHEDULE D NON-COMPETITION AND NON-SOLICITATION AGREEMENT

(see attached)

LEGAL*53918585.3 25943455v18

CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS AGREEMENT dated effective September 9, 2021 (the “ Effective Date ”)

BETWEEN :

KENNETH THOMSON , an individual residing

(the “ Vendor ”)

AND:

(the “ Purchaser ”)

WHEREAS:

A. the Purchaser and the Vendor (together, the “ Parties ” and each a “ Party ”) have entered into a share purchase agreement dated as of the Effective Date (the “ Purchase Agreement ”) pursuant to which the Vendor has agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendor, all the issued and outstanding shares (the “ Purchased Shares ”) in the capital of Pivot Financial Services Inc. (the “ Corporation ”);
B. because the Purchaser intends to cause the Business to be conducted following Closing and a substantial portion of the value of the Corporation includes its confidential information, business relationships, customer loyalty and goodwill, the Parties agree that this Agreement is necessary in order that the Purchaser receives the full benefit of the goodwill of the Business and to maintain and preserve the fair market value (“ FMV ”) of all of the Purchased Shares and the Vendor is willing to enter into this Agreement to protect that goodwill and maintain or preserve that FMV;
C. the obligations of Purchaser under the Purchase Agreement are subject to the condition that Vendor execute and deliver this Agreement;
D. the Vendor acknowledges that this Agreement is an integral part of the transaction contemplated by the Purchase Agreement under which the Vendor shall receive significant benefits, including without limitation payment of the Purchase Price thereunder, and that the Purchaser is relying on the covenants and acknowledgements given herein by the Vendor in connection with its purchase of the Purchased Shares; and
E. capitalized terms used herein and not otherwise defined shall have the meaning ascribed to such terms in the Purchase Agreement.

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ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions

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

(a) “ Affiliate ” has the meaning given to it in the Business Corporations Act (British Columbia);
(b) “ Agreement ” means this confidentiality, non-competition and non-solicitation agreement, as it may be amended or supplemented from time to time;
(c) ;
(d) “ Business ” means the development and provision of factoring and asset-based lending solutions to small and medium-sized businesses;
(e) “ Competing Business ” has the meaning given to it in Section 2.01;
(f) “ Confidential Information ” means all information, data, documents, agreements, files and other materials regarding or concerning the Corporation, the Purchaser or their Affiliates, whether disclosed orally or disclosed or stored in written, electronic or other form or media, which is disclosed or otherwise furnished by the Corporation, the Purchaser or their Affiliates or their Representatives before, on or after the Effective Date, including any and all analyses, notes, compilations, reports, forecasts, studies, samples, statistics, summaries, interpretations and other documents prepared by or for the Corporation, the Purchaser or their Affiliates or Representatives which contain or otherwise reflect or are generated from such information, data, documents, agreements, files or other materials, whether or not marked, designated or otherwise identified as “confidential,” including, without limitation:
(i) information concerning the Corporation, the Purchaser or their Affiliates and their customers’, suppliers’ and other third parties’, past, present and future business affairs including, without limitation, finances, supplier information, services, customer information, products, organizational structure and internal practices, forecasts, sales and other financial results, records and budgets, and business, marketing, development, sales and other commercial strategies;
(ii) unpatented inventions, ideas, methods and discoveries, trade secrets, know-how, software programs, unpublished patent applications and other confidential intellectual property;

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(iii) designs, specifications, documentation, components, source code, object code, computer chips, images, icons, audiovisual components and objects, schematics, drawings, protocols, processes, and other visual depictions, in whole or in part, of any of the foregoing;
(iv) third-party confidential information (including, without limitation, any Personal Information) included with, or incorporated in, any information provided by the Corporation, the Purchaser or their Affiliates to the Vendor or its Representatives; and
(v) other information that would reasonably be considered non-public, confidential or proprietary given the nature of the information and the business of the Corporation and Purchaser;
(vi) provided however that the term “ Confidential Information ” as used herein shall not include information that:
- (A) is or becomes generally available to and known by the public (other than as a result of its disclosure directly or indirectly by the Vendor or its Representatives in violation of this Agreement);
- (B) is or becomes available to, the Vendor or his Representatives from a source other than Corporation, the Purchaser or their Affiliates or Representatives, provided that such source, to the Vendor’s knowledge after reasonable inquiry, was not and is not bound by a confidentiality agreement regarding Corporation, the Purchaser or their Affiliates, or otherwise prohibited from disclosing such information by a legal, contractual or fiduciary obligation;
- (C) was already known by or in the possession of the Vendor prior to being disclosed by or on behalf of Corporation, the Purchaser or their Affiliates pursuant to this Agreement; or
- (D) has been independently developed by the Vendor or his Representatives without violating any of its obligations under this Agreement or use of or reference to, in whole or in part, the Confidential Information;
(g) (h) “ Corporation ” has the meaning set forth in the recitals;
(i) “ Effective Date ” means the date first set out above;
(j) “ FMV ” has the meaning set forth in the recitals;
(k) “ Parties ” has the meaning set forth in the recitals;

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(l) “ Party ” has the meaning set forth in the recitals;
(m) “ Person ” means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, regulatory body or agency, government or governmental agency or authority, unincorporated organization, trust, association or other entity;
(n) “ Personal Information ” means information that relates to an individual Person and identifies or can be used to identify, locate or contact that individual alone or when combined with other personal or identifying information that is or can be associated with that specific individual;
(o) “ Purchase Agreement ” has the meaning set forth in the recitals;
(p) “ Purchased Shares ” has the meaning set forth in the recitals;
(q) “ Purchaser ” has the meaning set forth in the preamble;
(r) “ Representatives ” means, as to any Person, such Person’s Affiliates, and its and their respective directors, officers, employees, general partners, shareholders, agents and consultants (including lawyers, financial advisors and accountants);
(s) “ Restricted Period ” means the period commencing from the Effective Date and continuing for from the date upon which the Vendor ceases to be employed by the Corporation;
(t) “ Restrictive Covenants ” has the meaning set forth in Section 6.01;
(u) “ Tax Act ” means the Income Tax Act (Canada);
(v) “ Territory ” means the Province of ; and
(w) “ Vendor ” has the meaning set forth in the preamble.

Section 1.02 Interpretation. For purposes of this Agreement:

(a) the words “include”, “includes” and “including” shall be deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein”, “hereof”, “hereby”, “hereto” and “hereunder” refer to this Agreement as a whole;
(b) unless the context otherwise requires, references herein: (i) to Articles and Sections mean the Articles and Sections of this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and

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(c) this Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

ARTICLE II NON-COMPETITION

Section 2.01 Non-Competition. The Vendor shall not, during the Restricted Period, directly or indirectly, in any manner whatsoever, including either individually, in partnership, jointly or in conjunction with any other Person, as a principal, agent, director, officer, employee, consultant or shareholder:

(a) agree to be employed by or agree to provide services to any undertaking or business;
(b) carry on or be engaged in or advise or invest in or give any financial assistance to any business or undertaking; or
(c) carry on or be engaged in or have any financial or other interest (including without limitation, an interest by way of royalty or other compensation arrangements) in or, in respect of, any business or undertaking,

carried on within the Territory which is the same or substantially similar to, or which competes with the Business (the “ Competing Business ”); provided, however that this Section 2.01 shall not be construed as:

i. preventing the Vendor from owning, directly or indirectly not more than five percent (5%) of the issued and outstanding securities of a corporation which is a Competing Business, provided that such corporation’s principal business is not a Competing Business and such securities are traded on a recognized stock exchange or in the overthe-counter market;
ii. preventing the Vendor from continuing to work for or render services to that is consistent with the work currently performed and/or services currently
rendered by the Vendor as an officer and director of each;
iii. preventing the Vendor from continuing to hold current investments through or from making future investments through ; or
iv. preventing the Vendor from continuing to engage in private lending in his personal capacity to family or personal acquaintances to a maximum of per loan and an aggregate of not more than at any one time.

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ARTICLE III NON-SOLICITATION

Section 3.01 The Vendor covenants that he shall not, without the prior written consent of the Purchaser, at any time during the Restricted Period, either alone or in partnership or jointly or in conjunction with any person, whether as principal, agent, partner, co-venturer, shareholder, investor, creditor, director, officer, employee, advisor, consultant or in any other capacity whatsoever, directly or indirectly:

(a) hire or take away or cause to be hired or taken away, any employee of the Corporation or its Affiliates for the purposes of employment in any business related to or competitive with the Business of the Corporation or any Affiliate, or such other related business or businesses which may be operated by the Corporation or Affiliate at such time;
(b) contact any customer, advance prospect, supplier, dealer, agent, distributor or other Person in the habit of dealing with the Corporation or any Affiliate of the Business for the purposes of interfering with, or encouraging them to alter or terminate, their business relationships with the Corporation or any Affiliate;
(c) contact, other than at the request of the Corporation or any Affiliate, any Person that is a supplier, dealer, agent or distributor of the Corporation or any Affiliate for the purpose of attempting to obtain a franchise, distribution or other arrangement in the Territory with such Person in respect of any products or services that compete in the Territory with any products or services of the Business; or
(d) interfere with any Person who is a customer, supplier or strategic partner of the Corporation or use the Vendor’s personal knowledge or influence over any such customer, supplier or strategic partner for the Vendor’s own benefit or the benefit of any entity competing with the Corporation or Affiliate in the Business;

provided, however, that this 3.01 shall not be construed as preventing the Vendor from pursuing investment opportunities which are brought to the attention of the Corporation but which are either not pursued by the Corporation or were pursued by the Corporation but did not result in the conclusion of a transaction within [♦] days after first brought to the attention of the Corporation, provided that:

i. the Vendor provides written notice to the Corporation’s or Purchaser’s investment committee, as applicable, of the Vendor’s interest in pursuing such investment opportunity; and
ii. the Corporation’s or Purchaser’s investment committee, as applicable, does not provide the Vendor any written objection to such pursuit within fifteen (15) days from such written notice.

Section 3.02 The Vendor agrees that, should a court of competent jurisdiction determine that the restrictions contained in Section 3.01 above as to the Restricted Period, Territory or Business are unenforceable, the Parties agree that the Restricted Period, Territory or Business as are, or may be determined to be enforceable by such court shall govern this Agreement.

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ARTICLE IV NON-DISPARAGEMENT

Section 4.01 Non-Disparagement. Both the Vendor, on the one hand, and the Purchaser and its management, on the other, agree that they shall not engage in any pattern of conduct that involves the making or publishing of written or oral statements or remarks including without limitation the repetition or distribution of derogatory rumours, allegations, negative reports or comments which are disparaging, deleterious or damaging to the integrity, reputation or good will of each other.

ARTICLE V

TRADE SECRETS AND CONFIDENTIAL INFORMATION

Section 5.01 Confidential Information. During and after the Restricted Period, the Vendor will keep in strict confidence, and will not, directly or indirectly, disclose, furnish, disseminate, make available or use, except to the extent required to perform the Vendor’s duties of employment or other contractual engagement while employed or engaged by the Corporation, any Confidential Information, without limitation as to when or how the Vendor acquired the Confidential Information.

Section 5.02 Exceptions. The Vendor shall not disclose or permit its Representatives to disclose any Confidential Information to any Person except if required by Applicable Law or pursuant to any requirement or process of any Governmental Authority, but only in accordance with Section 5.03.

Section 5.03 Disclosure Required . If the Vendor or its Representatives are required to disclose any Confidential Information under Applicable Law, the Vendor shall:

(a) give the Corporation and the Purchaser prompt prior written notice of such requirement or process so that the Corporation and the Purchaser may seek, at their sole cost and expense, an appropriate protective order or other remedy; and
(b) cooperate with, and provide reasonable assistance to, the Corporation and the Purchaser, at the sole cost and expense of the Corporation and the Purchaser, in opposing such disclosure and to obtain such protective order or other remedy.

If, after providing such notice and cooperation as required herein, such protective order or other remedy is not obtained, the Vendor (or such Representative to whom such requirement is directed) will furnish only that portion of the Confidential Information which is required to be disclosed and, upon the Corporation, the Purchaser and their Affiliates’ request, use best efforts to (i) preserve the privileged nature or confidentiality of the Confidential Information and (ii) obtain assurances that confidential treatment will be accorded the Confidential Information so disclosed.

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Section 5.04 Return or Destruction of Confidential Information . Upon the expiration or termination of this Agreement, or at any time upon written request by the Corporation or the Purchaser, the Vendor and his Representatives shall promptly, and in any event no later than five days after the request, return or destroy all Confidential Information (including all copies, reports, analyses, extracts, notes or other reproductions created using the Confidential Information) to the Corporation or the Purchaser and if destroyed, certify in writing to the Corporation and the Purchaser within such time frame that such Confidential Information (including any Confidential Information held electronically) has been destroyed. Notwithstanding the return or destruction of the Confidential Information, the Vendor and his Representatives shall continue to be bound by their obligations of confidentiality and other obligations hereunder.

Section 5.05 No Transfer of Rights, Title or Interest . The Corporation and the Purchaser hereby retain their entire right, title and interest, including all intellectual property rights, in and to all Confidential Information. Any disclosure of such Confidential Information hereunder shall not be construed as an assignment, grant, option, licence or other transfer of any such right, title or interest whatsoever to the Vendor or any of his Representatives. The Vendor specifically acknowledges and agrees that the Confidential Information is and shall remain the exclusive property of the Corporation and the Purchaser and that he has no right, title or interest in or to the Confidential Information.

Section 5.06 Value of Confidential Information . The Vendor specifically acknowledges that all the Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of the Vendor, derives independent economic value from not being readily known to or ascertainable by proper means of others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Corporation and Purchaser to maintain the secrecy of the Confidential Information, and that the Confidential Information is the sole property of the Corporation and Purchaser.

ARTICLE VI RESTRICTIVE COVENANT

Section 6.01 Restrictive Covenant. The Parties intend that the conditions set forth in section 56.4(7) of the Tax Act have been satisfied such that section 56.4(5) of the Tax Act applies to any “restrictive covenants” (as defined in section 56.4(1) of the Tax Act) granted by the Vendor under this Agreement with respect to the Business carried on by the Corporation (collectively, the “ Restrictive Covenants ”). Accordingly, the Parties acknowledge and agree that:

(a) no proceeds shall be received or receivable by the Vendor for granting the Restrictive Covenants for purposes of section 56.4(7)(d) of the Tax Act; and
(b) the Restrictive Covenants are integral to the Purchase Agreement and have been granted to maintain or preserve the FMV of the Purchased Shares.

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ARTICLE VII MISCELLANEOUS

Section 7.01 Reasonable Restrictions . The Vendor acknowledges and agrees that the restrictive covenants set out herein are reasonable and valid in the context of the nature of the Business and the competitive injuries likely to be sustained by the Corporation and the Purchaser if the Vendor were to violate any such obligations and constitute a material inducement to the Purchaser’s entering into the Purchase Agreement and consummating the transactions contemplated thereby.

Section 7.02 Equitable Remedies. The Vendor acknowledges that a breach or threatened breach by the Vendor of any provision of this Agreement will result in the Purchaser suffering irreparable harm that cannot be calculated fully or adequately by recovery of damages alone. Accordingly, the Vendor agrees that, in addition to any other relief to which the Purchaser may become entitled, the Purchaser shall be entitled without proof of actual damages to interim and permanent injunctive relief, specific performance and other equitable remedies. The Vendor further agrees that it will not oppose the granting of such relief on the basis that the Corporation and Purchaser have an adequate remedy at law.

Section 7.03 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 7.04 Severability. The covenants contained in this Agreement and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Section 7.05 Successors and Assigns. This Agreement shall be binding upon and shall enure to the benefit of the Parties and their respective heirs, personal representatives, successors and permitted assigns.

Section 7.06 Assignment. This Agreement may not be assigned, in whole or in part, by the Vendor without the prior written consent of the Purchaser. The Purchaser may assign its rights under this Agreement to a non-Affiliate acquirer of all or substantially all of the assets relating to the Business (whether by asset sale or an acquisition of control of the Corporation or the Purchaser by way of sale of shares or under a plan of arrangement or similar acquisition transaction).

Section 7.07 Amendment and Modification. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each Party hereto.

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Section 7.08 Waiver. No waiver by either 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 either 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.

Section 7.09 Governing Law; Forum

(a) This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the federal laws of Canada applicable therein.
(b) Any action or proceeding arising out of or based upon this Agreement may be brought in the courts of the province of British Columbia, and each Party irrevocably submits and agrees to attorn to the jurisdiction of such courts in any such action or proceeding. Each of the Parties irrevocably and unconditionally waives any objection to the venue of any action or proceeding in such courts and irrevocably waives and agrees not to plead or claim in such courts that such action or proceeding has been brought in an inconvenient forum.

Section 7.10 Counterparts . This Agreement may be executed in any number of counterparts and by each Party on separate counterparts. Each counterpart is an original and all counterparts taken together constitute one and the same instrument. A counterpart may be delivered by facsimile, e-mail attachment (in a PDF document) or other electronic means, which shall be as effective as hand delivery of the original executed counterpart.

[ REMAINDER OF PAGE INTENTIONALLY BLANK—SIGNATURE PAGE FOLLOWS ]

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THIS AGREEMENT has been executed by the Parties as of the Effective Date.

Witness Signature KENNETH THOMSON Print name:

TIMIA CAPITAL CORP.

Per: Authorized Signatory Print name: Michael Walkinshaw Title: Chief Executive Officer

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AI assistant

Montfort Capital Corp. — M&A Activity 2021

46243_rns_2021-10-07_9c34bba8-17c0-477f-a313-ad3681ebabd3.PDF

KENNETH THOMSON

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

SHARE PURCHASE AGREEMENT

BETWEEN :

AND :

(the “ Purchaser ”)

WHEREAS :

ARTICLE 1 INTERPRETATION

1.1 Definitions

“ Target Working Capital ” means

;

1.2 Certain Rules of Interpretation In this Agreement and the Schedules:

1.3 Virtual Data Room

1.4 Entire Agreement

1.5 Applicable Law

1.6 Accounting Principles

1.7 Schedules

ARTICLE 2 PURCHASE AND SALE OF SHARES

2.1 Purchase and Sale

2.2 Amount of Purchase Price

2.3 Closing Payments

2.5 Acceptance or Dispute of the Closing Balance Sheet, Closing Working Capital

2.6 Post-Closing Adjustments

2.7 Securities Matters

2.8 Tax Matters

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Vendor

3.1.1 Incorporation and Qualification

3.1.2 No Solvency or Reorganization Proceedings

3.1.3 Authorized and Issued Capital

3.1.4 No Other Agreements or Options

3.1.5 No Conflicts

3.1.6 Required Regulatory Approvals

3.1.7 Required Consents

3.1.7 Required Consents

3.1.8 Corporate Records

3.1.8 Corporate Records

3.1.9 Dividends and Distributions

3.1.10 Residence of Vendor

3.1.11 Business Carried on in Ordinary Course

3.1.12 Compliance with Applicable Laws

3.1.13 CASL

3.1.14 Privacy

3.1.15 Licenses

3.1.15 Licenses

3.1.16 Financial Statements

3.1.17 Non-Arm’s Length Transactions

3.1.18 No Liabilities

3.1.19 Debt Instruments

3.1.19 Debt Instruments

3.1.20 Government Assistance

3.1.21 Guarantees

3.1.22 Title to the Assets

3.1.23 Owned Real Property

3.1.24 Leases and Leased Property

3.1.25 Equipment Leases

3.1.26 Material Contracts

3.1.27 Intellectual and Industrial Property

3.1.28 Directors and Officers

3.1.29 Employees

3.1.30 Employee Benefit Plans

3.1.31 Insurance

3.1.32 Legal Proceedings

3.1.33 Tax Matters

3.1.34 Bank Accounts

3.1.35 Warranties and Product Liability

3.1.36 Books and Records

3.1.37 No Brokers

3.1.38 Suppliers

3.1.39 Confidential Information

3.1.40 Money Laundering

3.1.41 No Misrepresentation

3.2 Representations and Warranties of the Purchaser

3.2.1 Incorporation and Qualification

3.2.2 No Solvency or Reorganization Proceedings

3.2.3 No Other Agreements or Options

Montfort Capital Corp. M&A Activity 2021