Mullen Group Ltd. - Merger & Acquisition 2021

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

Dated Effective April 16, 2021

_______

MT Investments Inc.

and

Sidney J. Bandstra

Jack S. Bandstra

Philip J. Bandstra Margaret Bandstra

Dick Bandstra

Ronald J. Bandstra

Richard N. Bandstra

John Bandstra, Jr.

Kevin J. Bandstra

John R. Bandstra

1213295 B.C. Ltd.

and

Bandstra Transportation Systems Ltd.

Bandstra Holdings Ltd.

	TABLE OF CONTENTS
	Page
ARTICLE I DEFINITIONS .......................................................................................................................2
1.1	Definitions........................................................................................................................................ 2
ARTICLE II PURCHASE AND SALE ....................................................................................................... 14
2.1	Purchase and Sale........................................................................................................................... 14
2.2	Purchase Price................................................................................................................................ 15
2.3	Payment of the Purchase Price...................................................................................................... 15
2.4	[Intentionally Omitted].................................................................................................................. 15
2.5	Locked Box...................................................................................................................................... 15
2.6	Vendors' Designated Representative............................................................................................ 17
2.7	Closing............................................................................................................................................. 19
ARTICLE III REPRESENTATIONS AND WARRANTIES OF VENDORS........................................................ 19
3.1	Due Execution, Authorization and Validity of Agreement re Vendors and Corporate Status of
Newco	19
3.2	Corporate Status and Extra-Provincial Registration of BTSL........................................................ 20
3.3	Corporate Status and Extra-Provincial Registration of BHL.......................................................... 20
3.4	Capitalization.................................................................................................................................. 21
3.5	No Subsidiaries............................................................................................................................... 22
3.6	No Conflicts; Consents................................................................................................................... 22
3.7	Financial Statements...................................................................................................................... 23
3.8	Undisclosed Liabilities.................................................................................................................... 24
3.9	No Guarantees................................................................................................................................ 24
3.10	Long Term Debt and Indebtedness for Borrowed Money............................................................ 24
3.11	Off Balance Sheet Arrangements................................................................................................... 24
3.12	Bank Accounts................................................................................................................................ 24
3.13	Absence of Certain Changes, Events and Conditions and Conduct Prior to Closing.................... 24
3.14	Material Contracts.......................................................................................................................... 28
3.15	Title................................................................................................................................................. 29
3.16	Real Property; Leases..................................................................................................................... 30
3.17	Condition and Sufficiency of Assets............................................................................................... 33
3.18	Intellectual Property...................................................................................................................... 33
3.19	Accounts Receivable....................................................................................................................... 34

14211218-5

3.20	Customers....................................................................................................................................... 35
3.21	Insurance........................................................................................................................................ 35
3.22	Legal Proceedings; Governmental Orders..................................................................................... 35
3.23	Compliance with Laws; Permits..................................................................................................... 36
3.24	Environmental Matters.................................................................................................................. 36
3.25	Benefit Plans................................................................................................................................... 37
3.26	Employment Matters..................................................................................................................... 38
3.27	Taxes............................................................................................................................................... 40
3.28	Related Party Transactions............................................................................................................ 42
3.29	Books and Records......................................................................................................................... 43
3.30	Brokers............................................................................................................................................ 43
3.31	Transaction Expenses..................................................................................................................... 43
3.32	Anti-Money Laundering and Anti-Corruption Practices............................................................... 43
3.33	Full Disclosure................................................................................................................................. 44
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER .................................................... 44
4.1	Corporate Status and Authorization of Purchaser........................................................................ 44
4.2	No Conflicts; Consents................................................................................................................... 45
4.3	Brokers............................................................................................................................................ 45
4.4	Sufficiency of Funds........................................................................................................................ 45
4.5	Legal Proceedings........................................................................................................................... 45
4.6	Competition Act............................................................................................................................. 45
4.7	Residency........................................................................................................................................ 46
ARTICLE V COVENANTS .................................................................................................................... 46
5.1	Confidentiality................................................................................................................................ 46
5.2	Personal Information Privacy......................................................................................................... 46
5.3	Approvals and Consents................................................................................................................. 47
5.4	Books and Records......................................................................................................................... 47
5.5	Benefit Plans and Employees......................................................................................................... 47
5.6	Pre-Closing Tax Period.................................................................................................................... 48
5.7	Public Announcements.................................................................................................................. 48
5.8	Confidential Communications....................................................................................................... 49
5.9	Further Assurances......................................................................................................................... 49

ARTICLE VI CONDITIONS TO CLOSING ............................................................................................... 49	ARTICLE VI CONDITIONS TO CLOSING ............................................................................................... 49
6.1	Conditions to Obligations of All Parties......................................................................................... 49
6.2	Conditions to Obligations of the Purchaser.................................................................................. 49
6.3	Conditions to Obligations of the Vendors..................................................................................... 52
ARTICLE VII INDEMNIFICATION ......................................................................................................... 53
7.1	Survival........................................................................................................................................... 53
7.2	Indemnification by the Vendors.................................................................................................... 53
7.3	Indemnification by the Purchaser.................................................................................................. 54
7.4	Certain Limitations......................................................................................................................... 54
7.5	Indemnification Procedures........................................................................................................... 56
7.6	Payments........................................................................................................................................ 58
7.7	Tax Treatment of Indemnification Payments................................................................................ 58
7.8	Exclusive Remedies........................................................................................................................ 58
ARTICLE VIII MISCELLANEOUS ........................................................................................................... 58
8.1	Expenses......................................................................................................................................... 58
8.2	Notices............................................................................................................................................ 59
8.3	Interpretation................................................................................................................................. 60
8.4	Headings......................................................................................................................................... 60
8.5	Severability..................................................................................................................................... 60
8.6	Entire Agreement........................................................................................................................... 60
8.7	Successors and Assigns................................................................................................................... 60
8.8	No Third-Party Beneficiaries.......................................................................................................... 61
8.9	Amendment and Modification; Waiver......................................................................................... 61
8.10	Governing Law; Forum; Choice of Language................................................................................. 61
8.11	Specific Performance...................................................................................................................... 61
8.12	Vendors’ Disclosure........................................................................................................................ 61
8.13	Counterparts................................................................................................................................... 62

Exhibits

A Vendors, Vendors' Shares and Allocation of Purchase Price B Bank Account Information

C Form of Non-Competition Agreement D Form of Specific Release E Form of Resignation and Release F Pre-Closing Reorganization Transactions G Permitted Encumbrances

SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated effective the 16[th] day of April, 2021.

AMONG :

MT INVESTMENTS INC ., a corporation amalgamated under the laws of the Province of Alberta (the " Purchaser ")

and -

SIDNEY J. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

JACK S. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

PHILIP J. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

MARGARET BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

DICK BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

RONALD J. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

RICHARD N. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

JOHN BANDSTRA, JR ., an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

KEVIN J. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

JOHN R. BANDSTRA , an individual residing in the [ADDRESS REDACTED] in the Province of British Columbia

and -

1213295 B.C. LTD ., a corporation incorporated under the laws of the Province of British Columbia (" Newco ")

(collectively the " Vendors ")

and -

BANDSTRA TRANSPORTATION SYSTEMS LTD ., a corporation

incorporated under the laws of the Province of British Columbia (" BTSL ")

and -

BANDSTRA HOLDINGS LTD ., a corporation incorporated under the laws of the Province of British Columbia (" BHL ")

RECITALS:

Each of the Vendors is the owner of, beneficially and/or of record, or exercises control or direction over, the number of issued and outstanding shares of BTSL (the " BTSL Shares ") and the number of issued and outstanding shares of BHL (the " BHL Shares " and together with the BTSL Shares the " Shares ") set forth next to such Vendor's name in Exhibit A.
Each of the Vendors wishes to sell and the Purchaser wishes to purchase all of the Shares owned by such Vendor such that upon Closing the Purchaser will own 100% of the issued and outstanding BTSL Shares and 100% of the issued and outstanding BHL Shares, in each case free and clear of all Encumbrances other than Permitted Encumbrances.

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

ARTICLE I DEFINITIONS

1.1 Definitions

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

(a) " Accounts Receivable " means, at any applicable date of determination, all trade and other accounts receivable, notes receivable and other debts due or accruing due to the Bandstra Entities in respect of the Business, determined in accordance with GAAP.
(b)
" Accountant " means Edmison Mehr Chartered Professional Accountants.
(c) “ Acknowledged Required Consents ” means the consents, approvals and notices set out in Section 3.6 of the Disclosure Schedules.
(d) " Action " means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, notice of assessment, notice or reassessment or investigation of any nature, civil, criminal, administrative, investigative, regulatory or otherwise, whether at law or in equity.
(e) " Affiliate " when used to indicate a relationship with a specified Person, means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified Person and a Person shall be deemed to be controlled by another Person if controlled in any manner whatsoever that results in control in fact by that other Person (or that other Person and any Person or Persons with whom that other Person is acting jointly or in concert), whether directly or indirectly. For the purposes of this definition, "control", when used with respect to any specified Person, means the power to direct the management and policies of that Person directly or indirectly, whether through ownership of securities, by trust, by contract or otherwise; and the term "controlled" has a corresponding meaning; provided that, in any event, any Person that owns directly, indirectly or beneficially 50% or more of the securities having voting power for the election of directors or other governing body of a corporation or 50% or more of the partnership interests or other ownership interests of any other Person will be deemed to control that Person. Without limiting the foregoing, Rock Island Properties Ltd. is, for the purposes of this Agreement, an Affiliate of the Bandstra Entities.
(f) " Agreement " means this Share Purchase Agreement as may be amended or restated from time to time.
(g) " Articles " means the original or restated articles of incorporation, articles of amendment, articles of continuance, articles of amalgamation, articles of arrangement, articles of reorganization, articles of dissolution, articles of revival, articles of constitution, letters patent, supplemental letters patent, a special act, memorandum and articles of association or any other instrument by which a corporation is incorporated.
(h)
" Assessment " has the meaning set forth in Section 5.6(c).
(i) " Assets " means all of the assets, real and personal, tangible and intangible of the Bandstra Entities, including 50% of the issued and outstanding shares of Rock Island Properties Ltd.
(j) " Bandstra Entities " means BTSL, BHL and each of their respective Subsidiaries and Affiliates (other than any of the Vendors), excluding Rock Island Properties Ltd.

(k) " Basket " has the meaning set forth in Section 7.4(a).
(l) " Benefit Plan " means all employee benefit plans, agreements, programs, policies, practices, material undertakings and arrangements (whether oral or written, formal or informal, funded or unfunded) maintained for, available to or otherwise relating to any employees, directors or officers or former employees, directors or officers of any of the Bandstra Entities, or any spouses, dependents or survivors of any employee or former employee of any of the Bandstra Entities, or in respect of which any of the Bandstra Entities is a party to or bound by or is obligated to contribute or in any way be liable, whether or not insured or whether or not subject to any Law, including bonus, deferred compensation, incentive compensation, share purchase, share appreciation, share option, severance and termination pay, hospitalization, health and other medical benefits including medical or dental treatment or expenses, life and other insurance including accident insurance, vision, legal, long-term and short-term disability, salary continuation, vacation, supplemental unemployment benefits, education assistance, equity or equity-based compensation, change of control benefits, profit-sharing, mortgage assistance, employee loan, employee assistance and pension, retirement and supplemental retirement plans (including any defined benefit or defined contribution Pension Plan and any group registered retirement savings plan), and supplemental pension, except that the term " Benefit Plans " shall not include any statutory plans with which any of the Bandstra Entities is required to comply, including the Canada Pension Plan and plans administered under applicable provincial health tax, workers' compensation, workplace health and safety and employment insurance legislation.
(m) " BHL " has the meaning set forth in the recitals provided that, for the purpose of Article III (other than Section 3.4) BHL shall also include all its Subsidiaries.
(n) " BHL Shares " has the meaning set forth in the recitals.
(o) " Books and Records " means: (a) all of the Bandstra Entities books of account, accounting records and other financial data and information, including copies of filed Tax Returns and Assessments for each of the financial years of the Bandstra Entities commencing after the Tax year ended October 31, 2017 excluding the Assessment for the most recently completed financial period; (b) the corporate records of each of the Bandstra Entities; (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information, formulae and business and consulting reports of, or relating to, any of the Bandstra Entities or the Business; and (d) all other books, documents, files, records, telephone call recordings, correspondence, data and information, financial or otherwise, that are in the possession or under the control of any of the Bandstra Entities, the Vendors or an Affiliate thereof, including all data and information stored electronically or on computer related media, provided that Books and Records shall not include Confidential Communications.
(p) " BTSL " has the meaning set forth in the recitals provided that, for the purpose of Article III (other than Section 3.4) BTSL shall also include all its Subsidiaries.
(q) " BTSL Shares " has the meaning set forth in the recitals.

(r) " Business " means trucking, transloading, trucking brokerage, warehousing and trucking logistics services including less-than-truckload, truckload, container hauling, hot shot, trucking-related mining services, heavy hauling, refrigerated service trucking, furniture storage and moving and specialized trucking logistics.
(s) " Business Day " means any day except Saturday, Sunday or any other day on which banks located in the City of Vancouver are authorized or required by Law to be closed for business.
(t) " CFPOA " has the meaning set forth in Section 3.32(b).
(u) " CLAC Agreement " has the meaning set forth in Section 3.26(c).
(v) " Closing " has the meaning set forth in Section 2.7.
(w) " Closing Date " has the meaning set forth in Section 2.7.
(x) " Closing Time " means 2:00 p.m. (Vancouver time) on the Closing Date or such other time on the Closing Date as the parties agree in writing that the Closing shall take place.
(y) " Collective Agreement " means any collective agreement, letter of understanding, letter of intent or other written communication or Contract with any trade union, association that may qualify as a trade union, council of trade unions, employee bargaining agent or affiliated bargaining agent, which would cover any of the Employees.
(z) " Confidential Communications " means all privileged and confidential communications prior to and after Closing between the Vendors, BTSL, BHL, the Vendors' Counsel and the Vendors', BTSL's and BHL's other professional advisors and arising out of or relating to the negotiation, documentation and consummation of this Agreement and the Transaction Documents and the completion of the transactions hereby and thereby;
(aa) " Confidentiality Agreement " means the confidentiality agreement dated March 26, 2021 among the Purchaser, the Vendors, BTSL and BHL.
(bb) " Contracts " means all contracts, leases, deeds, mortgages, licences, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.
(cc) " Corporate IP " means all Intellectual Property that is owned or used by the Bandstra Entities in the Business.
(dd) " Corporate IP Agreements " means all licences, sublicences, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to Intellectual Property to which the Bandstra Entities is a party, beneficiary or otherwise bound.
(ee) " Corporate IP Registrations " means all Corporate IP that is subject to any issuance registration, application or other filing by, to or with any Governmental Authority or

authorized private registrar in any jurisdiction, including registered trade-marks, domain names and copyrights, issued and reissued patents and pending applications for any of the foregoing.

(ff) " Direct Claim " has the meaning set forth in Section 7.5(c).
(gg) " Disclosure Schedules " means the schedules attached to this Agreement delivered by the Vendors to the Purchaser concurrently with the execution and delivery of this Agreement.
(hh) " Disposal " means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying.
(ii)
" Dollars " or " $ " means the lawful currency of Canada.
(jj) " Employees " means those individuals employed by any of the Bandstra Entities on the date of this Agreement.
(kk) " Encumbrances " means any encumbrance or restriction of any kind or nature whatsoever and howsoever arising (whether registered or unregistered) and includes a security interest, mortgage, easement, adverse ownership interest, defect on title, condition, right of first refusal, right of first offer, right-of-way, encroachment, building or use restriction, conditional sale agreement, hypothec, pledge, deposit by way of security, hypothecation, assignment, charge, security under sections 426 or 427 of the Bank Act (Canada), trust or deemed trust, voting trust or pooling agreement with respect to securities, any adverse claim, grant of any exclusive licence or sole licence, or any other right, option or claim of others of any kind whatsoever, and includes any agreement to give any of the foregoing in the future, and any subsequent sale or other title retention agreement or lease in the nature thereof, affecting any of the Bandstra Entities, the Shares or the Assets.
(ll) " Environment " means the air, surface water, ground water, body of water, any land (including surface land and sub-surface strata), soil or underground space, all living organisms and the interacting natural systems that include components of the air, land, water and inorganic matters and living organisms, and the environment or natural environment as defined in any Environmental Law applicable to the Business or the Bandstra Entities, and " Environmental " shall have a corresponding meaning.
(mm) " Environmental Law " means any and all Laws relating to the protection of the Environment including those relating to the storage, generation, use, handling, manufacture, processing, transportation, import, export, treatment, Release or Disposal of any Hazardous Substance.
(nn) " Environmental Notice " means any written directive, investigation, proceeding, letter or other written communication from any Governmental Authority relating to noncompliance or potential non-compliance with or breach of or potential breach of any Environmental Law or Environmental Permit.

(oo) " Environmental Permit " means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made by any Government under any Environmental Law.
(pp) " FACFOA " has the meaning set forth in Section 3.32(b).
(qq) " FCPA " has the meaning set forth in Section 3.32(b).
(rr) " Financial Statements " means the review engagement consolidated financial statements of the Bandstra Entities for the financial period ended October 31, 2020 and consisting of a consolidated statement of financial position, together with the following financial statements (all as at October 31, 2020):
(i) BTSL consolidated review engagement statement of financial position;
(ii) Babine Truck & Equipment Ltd. consolidated review engagement statement of financial position;
(iii) BHL non-consolidated review engagement statement of financial position;
(iv) Babine Holdings Ltd. non-consolidated review engagement statement of financial position;
(v) Rock Island Properties Ltd. non-consolidated review engagement statement of financial position;

(together, comprising the " Reference Balance Sheet "), consolidated statement of income and retained earnings, consolidated statement of cash flows and the related notes thereto.

(ss) " [Name of claim redacted] Claim" means [Description of claim redacted].
(tt) " Fundamental Representation " has the meaning set forth in Section 7.1.
(uu) " GAAP " means generally accepted accounting principles as set forth in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with Accounting Standards for Private Enterprises, at the relevant time, applied on a consistent basis.
(vv) " Governmental Authority " means: (a) any court, tribunal, judicial body or arbitral body or arbitrator; (b) any domestic or foreign government or supranational body or authority whether multinational, national, federal, provincial, territorial, state, municipal or local and any governmental agency, governmental authority, governmental body, governmental bureau, governmental department, governmental tribunal or governmental commission of any kind whatsoever; (c) any subdivision or authority of any of the foregoing; (d) any quasi-governmental or private body or public body exercising any regulatory, administrative, expropriation or taxing authority under or for

the account of the foregoing; (e) any stock or securities exchange; and (f) any public utility authority.

(ww) " Governmental Order " means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.
(xx) " Gross Leakage " has the meaning set forth in Section 2.5(b).
(yy) " GST " means all taxes levied under Part IX of the Excise Tax Act (Canada).
(zz) " Hazardous Substance " means any pollutant, contaminant, waste, hazardous substance, hazardous waste as defined under any Environmental Laws and in each case, present in any amount or concentration in excess of what is permitted by Environmental Law.
(aaa) " Indebtedness " means, with respect to any Person, without duplication:
(i) indebtedness of such Person for borrowed money, secured or unsecured;
(ii) every obligation of such Person evidenced by bonds, debentures, notes, derived obligations or other similar instruments;
(iii) every obligation of such Person under purchase money mortgages, conditional sale agreements or other similar instruments relating to purchased property or assets;
(iv) every capitalized or non-consolidated lease obligation of such Person; and
(v) every obligation of the type referred to above of any other Person, the payment of which such Person has guaranteed or for which such Person is otherwise responsible or liable.
(bbb) " Indemnified Party " has the meaning set forth in Section 7.5.
(ccc) " Indemnifying Party " has the meaning set forth in Section 7.5.
(ddd) " Independent Contractor " means: (a) any individual who is not, or was not (with respect to former Independent Contractors), an employee, officer or director of any of the Bandstra Entities, or any such individual's personal services company, and which individual or personal services company receives or received remuneration from any of the Bandstra Entities under a Contract for services; and (b) any individual who is an employee, officer or director of any of the Bandstra Entities, but who in the past was an individual who was not an employee, officer or director of any of the Bandstra Entities or any such individual's personal services company, and which individual or personal services company received remuneration from any of the Bandstra Entities under a Contract for services.
(eee) " Insurance Policies " has the meaning set forth in Section 3.21.

(fff) " Intellectual Property " means all intellectual property and industrial property rights and assets, and all rights, interests and protections that are associated with, similar to, or required for the exercise of, any of the foregoing, however arising, under the Laws of any jurisdiction throughout the world, whether registered or unregistered, including any and all: (a) trade-marks, service marks, trade names, brand names, logos, trade dress, design rights and other similar designations of source, sponsorship, association or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications and renewals for, any of the foregoing; (b) all business names, corporate names, telephone numbers and other communication addresses owned or used by any of the Bandstra Entities; (c) internet domain names, whether or not trademarks, registered in any top-level domain by any authorized private registrar or Governmental Authority, web addresses, web pages, websites and related content, accounts with Twitter®, Facebook® and other social media companies and the content found thereon and related thereto, and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights, author, performer and moral rights, and all registrations, applications for registration and renewals of such copyrights; (e) all industrial designs and applications for registration of industrial designs and industrial design rights, design patents and industrial design registrations owned or used by any of the Bandstra Entities; (f) inventions, discoveries, trade secrets, business and technical information and knowhow, databases, data collections and other confidential and proprietary information and all rights therein; (g) patents (including all patent registrations, reissues, divisional applications or analogous rights, continuations and continuations-in-part, reexaminations, renewals, substitutions and extensions thereof), patent applications and other patent rights and any other Governmental Authority issued indicia of invention ownership (including inventor's certificates and patent utility models); and (h) Software.
(ggg) " Law " means any statute, law, ordinance, regulation, rule, instrument, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.
(hhh) " Leakage " has the meaning set forth in Section 2.5(a).
(iii) " Liabilities " has the meaning set forth in Section 3.8.
(jjj) " Locked Box Date " means October 31, 2020.
(kkk) " Long Term Debt " means all long term Indebtedness, including callable debt and capital leases (including the current portion thereof).
(lll) " Long Term Debt Lender " means any Person providing Long Term Debt.
(mmm) " Losses " means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including legal fees, disbursements and charges on a solicitor-client basis and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided that "Losses" shall not include punitive or exemplary damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party net of all amounts received or reasonably expected to be received or

recovered from insurance, salvage, subrogation, third parties, GST input credits, income taxes reductions, and any other recovery or deduction regardless of its source.

(nnn) " Material Adverse Effect " means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (a) the business, results of operations, condition (financial or otherwise), assets or liabilities of the Bandstra Entities on a consolidated basis; (b) the ability of the Vendors to consummate the transactions contemplated hereby on a timely basis; (c) the Purchaser's ability to operate the business of the Bandstra Entities immediately after Closing in the manner operated by the Vendors before Closing; provided that " Material Adverse Effect " shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which any of the Bandstra Entities operate; (iii) any changes in financial or securities markets in general; (iv) acts of war (whether or not declared), armed hostilities or terrorism, the Covid-19 (SARS-2) and variants pandemic or the escalation or worsening thereof; (v) any action required or permitted by this Agreement; (vi) any changes in applicable Laws or accounting rules or principles, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Bandstra Entities on a consolidated basis compared to other participants in the industries in which the Bandstra Entities conducts business.
(ooo) " Material Contracts " has the meaning set forth in Section 3.14(a).
(ppp) " Material Customers " has the meaning set forth in Section 3.20.
(qqq) " Newco " has the meaning set forth in the preamble.
(rrr) " Non-Competition Agreement " means the non-competition and non-solicitation agreement to be delivered by each of the Vendors (other than Margaret) at the Closing Time in the form of Exhibit C.
(sss) " Occupational Health and Safety Acts " means the Occupational Health and Safety Regulation (British Columbia) and all other legislation of any applicable jurisdiction dealing with any of the subject matter of that legislation or with respect to any aspect of the occupational health and safety of employees.
(ttt) " Ordinary Course ", when used in relation to the conduct of the Business, means any transaction that constitutes an ordinary day-to-day business activity of the Bandstra Entities conducted in a manner consistent with the Bandstra Entities’ past practice.
(uuu) " Party " means any party to this Agreement.
(vvv) " Pension Plan " means a "registered pension plan" as that term is defined in section 248(1) of the Tax Act.

(www) " Permits " means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.
(xxx) " Permitted Encumbrances " means: (a) statutory Encumbrances for current Taxes, special assessments or other governmental charges not yet due and payable or delinquent and for which appropriate accruals have been established in the Financial Statements in accordance with GAAP; (b) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker's compensation, employment insurance, Canada Pension Plan programs mandated under Law and for which appropriate accruals have been established in accordance with GAAP; (c) restrictions on the transfer of securities arising under Law or under the Articles; (d) the rights of counterparties under the Contracts; (e) undetermined or inchoate Encumbrances imposed or permitted by laws and incurred in the Ordinary Course and in the operation of the Real Property, such as builder's liens, construction liens, materialmens' liens and other liens, privileges or other charges of a similar nature that relate to obligations not due (or delinquent); (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein; (g) security given in the Ordinary Course to a public utility or any municipality or governmental or public authority in connection with the operation of the Business; (h) all encroachments, overlaps, overhangs, unrecorded servitudes and easements, variations in area or measurement, rights of parties in possession, lack of access or any other matters not of record that would be disclosed by an accurate survey or physical inspection of the Real Property and that do not materially interfere with or affect the value or operation of the Business as currently carried on at such Real Property; (i) all permits, servitudes and easements (including conservation easements and public trust easements, rights-of-way, road use agreements, covenants, conditions, restrictions, reservations, licences, other surface agreements and other matters of record) and zoning by-laws and restrictions, ordinances and other restrictions as to the use of real property; provided that they are not of such a nature as to have a Material Adverse Effect on the value or use of the Real Property subject thereto or the operation of the Business as currently carried on at such Real Property; (j) Encumbrances listed in Exhibit G.
(yyy) " Person " means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.
(zzz) " Personal Information " means any factual or subjective information, recorded or not, about an employee, Independent Contractor, contractor, agent, consultant, officer, director, executive, client, customer or supplier of any of the Bandstra Entities who is a natural person or a natural person who is a shareholder of the Vendors, or about any other identifiable individual, including any record that can be manipulated, linked or matched by a reasonably foreseeable method to identify an individual, but does not include the name, title or business address or telephone number of an employee of any of the Bandstra Entities.

(aaaa) " Pre-Closing Benefit Liability " means any and all payments for which any of the Bandstra Entities is liable, which is attributable to entitlements owed to Employees or former employees of any of the Bandstra Entities or the Vendors as of the Closing Time, or which such Employees or former employees will become entitled to after the Closing Time, resulting from any Benefit Plan or other agreements or arrangements made with the Vendors or any of the Bandstra Entities before the Closing Time (including any equity compensation plan), and all claims, payments and obligations owed under any Benefit Plan arising or relating to a period before the Closing Time, including any incurred but not yet paid amounts owed to any Employee or former employee of any of the Bandstra Entities or the Vendors but excluding any Liability arising because of the Purchaser Benefit Plans or other terms and conditions of employment of the Employees after Closing except those relating to terms and conditions of employment of Employees that the Purchaser was unaware of as a result of a breach by the Vendors of any of its representations and warranties in this Agreement (without reference to any survival period provided for in this Agreement).
(bbbb) " Pre-Closing Reorganization Transactions " means the transactions more particularly described in Exhibit F.
(cccc) " Pre-Closing Tax Periods " shall mean any Tax Period ending before the Closing and any pre-Closing portion of a Straddle Period.
(dddd) " Purchase Price " has the meaning set forth in Section 2.2.
(eeee) " Purchaser " has the meaning set forth in the preamble.
(ffff) " Purchaser Indemnitees " has the meaning set forth in Section 7.2.
(gggg) " Purchaser Benefit Plans " has the meaning set forth in Section 5.5(b).
(hhhh) " Real Property " means the rights, title, estate and interest, present or future in and to the real property described in Section 3.16(d) of the Disclosure Schedules, including all buildings, erections, structures, fixtures and improvements of any nature or kind now and hereafter situated thereon and all other appurtenances thereto.
(iiii) " Reference Balance Sheet " has the meaning set forth in the definition of " Financial Statements " in this Article I.
(jjjj) " Related Party " has the meaning set forth in Section 3.28(b).
(kkkk) " Related Party Debt " means all Liabilities owed by any of the Bandstra Entities to any of the Vendors or any spouse or child or entity wholly owned or controlled by a Vendor but excludes, for greater certainty, any intercompany loans or accounts as between the Bandstra Entities, and excludes employment compensation owing to any Person in the ordinary course.
(llll) " Related Person " has the meaning set forth in Section 3.28(a).

(mmmm) " Release " means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate of any Hazardous Substance into or through the Environment or as defined in any Environmental Law.
(nnnn) " Remedial Order " means any Governmental Order issued, filed or imposed under any Environmental Law and includes any Governmental Order requiring any remediation or clean-up of any Hazardous Substance, or requiring that any Release or Disposal be reduced or eliminated.
(oooo) " Representative " means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.
(pppp) " Resignation and Release " means the resignation and release to be delivered by each of the directors and officers of each of the Bandstra Entities in the form attached as Exhibit E.
(qqqq) " SEMA " has the meaning set forth in Section 3.32(b).
(rrrr) " Shares " has the meaning set forth in the recitals.
(ssss) " Software " means computer programs, operating systems, applications, interfaces, applets, software scripts, macros, firmware, middleware, development tools and other codes, instructions or sets of instructions for computer hardware or software, including SQL and other query languages, hypertext markup language, wireless markup language, xml and other computer markup languages, in object, source code or other code format.
(tttt) " Solicitors for the Purchaser " means Field LLP.
(uuuu) " Solicitors for the Vendors " means Mogan Daniels Slager LLP.
(vvvv) " Specific Release " means the specific release to be delivered by each of the Vendors at the Closing Time in the form of Exhibit D.
(wwww) " Straddle Period " means any Tax Period beginning before the Closing and ending after the Closing.
(xxxx) " Subsidiary " means any entity in which any of the Bandstra Entities holds any ownership interest.
(yyyy) " Tax Act " means the Income Tax Act (Canada).
(zzzz) " Tax " or " Taxes " means all taxes, surtaxes, duties, levies, imposts, fees, assessments, reassessments, withholdings, dues and other charges of any nature, imposed or collected by any Governmental Authority, whether disputed or not, including federal, provincial, territorial, state, municipal and local, foreign and other income, franchise, capital, real property, personal property, withholding, payroll, health, transfer, value added, alternative, or add on minimum tax including GST, sales, use, consumption,

excise, customs, anti-dumping, countervail, net worth, stamp, registration, franchise, payroll, employment, education, business, school, local improvement, development and occupation taxes, duties, levies, imposts, fees, assessments and withholdings and Canada Pension Plan contributions, employment insurance premiums and all other taxes and similar governmental charges, levies or assessments of any kind whatsoever imposed by any Governmental Authority including any installment payments, interest, penalties or other additions associated therewith, whether or not disputed.

(aaaaa) " Tax Period " means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or Tax is required to be paid.
(bbbbb)" Tax Return " means all reports, returns, information returns, claims for refunds, elections, designations, estimates, reports and other documents, including any schedule or attachments thereto, filed or required to be filed or supplied to any Governmental Authority in respect of Taxes and including any amendment thereof or attachment thereto.
(ccccc) " Third Party Claim " has the meaning set forth in Section 7.5(a).
(ddddd)" Transaction Documents " means this Agreement, the Specific Release, the NonCompetition Agreement and the Resignation and Release.
(eeeee) " Transaction Expenses " means all costs and expenses, including fees, disbursements and charges of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby after the Locked Box Date.
(fffff) " Vendors " has the meaning set forth in the preamble.

(ggggg) " Vendor Indemnitees " has the meaning set forth in Section 7.3.

(hhhhh)" Vendors' Designated Representative " has the meaning set forth in Section 2.6(a).

(iiiii) " Vendors' Knowledge " or any other similar knowledge qualification, means the actual knowledge of each Vendor and each director and officer of each of the Bandstra Entities, respectively and as the case may be, and the knowledge that each such person would reasonably be expected to obtain in the course of diligently performing his or her duties for the Bandstra Entities.

ARTICLE II PURCHASE AND SALE

2.1 Purchase and Sale

Subject to the terms and conditions set forth herein, at the Closing, the Vendors hereby sell to the Purchaser, and the Purchaser hereby purchases from the Vendors, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.2.

2.2 Purchase Price

The aggregate purchase price (the " Purchase Price ") payable by the Purchaser to the Vendors for the Shares shall be $75,000,000.

2.3 Payment of the Purchase Price

At or before the Closing Time, the Purchaser will pay the Purchase Price to the Solicitors for the Vendors by wire, certified cheque, bank draft or other means of immediately available funds, which amount will first be allocated to the repayment of all Related Party Debt and thereafter to the Shares.

2.4 [ Intentionally Omitted ]

2.5 Locked Box

(a) The Vendors have provided the Purchaser with the Reference Balance Sheet, and the Vendors severally and not jointly and severally, represent and warrant to the Purchaser that in the period from (and excluding) the Locked Box Date up to (and including) the Closing Date, except as set forth in Section 2.5 or 3.6 of the Disclosure Schedule or as otherwise consented to in writing by the Purchaser:
(i) no dividend or other distribution (whether in cash or in kind) has been declared or made by any of the Bandstra Entities to or for the benefit of the Vendors, or any Related Person thereof;
(ii) none of the Bandstra Entities returned or agreed to return (in cash or in kind) any of their respective share capital (as applicable) to or for the benefit of the holders of their respective share capital, whether as a result of a redemption, repurchase, repayment, reduction of its share capital or otherwise;
(iii) none of the Bandstra Entities transferred or agreed to transfer any of the Assets, rights or other benefits to or for the benefit of a Vendor or any Related Person thereof;
(iv) none of the Bandstra Entities amended or have agreed to amend the terms of its borrowing or indebtedness in the nature of borrowing owed by it to a Vendor or any Related Person thereof;
(v) none of the Bandstra Entities have entered or agreed to enter into any contract that would have the effect, directly or indirectly, of benefiting any Vendor or any Related Person thereof;
(vi) no Encumbrance has been or will be created over any of the Assets of the Bandstra Entities in favour of or for the benefit of a Vendor or any Related Person thereof;
(vii) no payments have been made by or on behalf of the Bandstra Entities to or for the benefit of a Vendor or any Related Person thereof other than compensation

payments in accordance with the terms of employment with any Vendor in the Ordinary Course;

(viii) no amounts owed to any Bandstra Entity by a Vendor or any Related Person thereof have been waived, deferred or forgiven nor has any liability of a Vendor or any Related Person thereof been assumed or discharged nor will it be assumed or discharged;
(ix) no management, monitoring or other shareholder or directors' fees or bonuses or payments of a similar nature have been paid by or on behalf of any Bandstra Entity to or for the benefit of a Vendor or any Related Person thereof;
(x) no Transaction Expenses relating to the sale of the Shares nor any transaction or sale bonuses or other payments payable as a result of Closing (to any Person), was incurred or paid by any Bandstra Entity;
(xi) no Vendor has agreed or committed or will agree or commit to take or omit any of the actions set out in Sections 2.5(a)(i) to 2.5(a)(x) above (such actions each being referred to herein as " Leakage ").
(b) Subject to Closing having taken place, in the event of any Leakage, the Vendors shall, severally, and not jointly and severally, on demand by the Purchaser, pay the Purchaser or procure payment to the Purchaser an amount, as adjustment to the Purchase Price, equal (on a dollar for dollar basis) to the sum of cash or cash equivalent value (as of the date thereof) of the (i) Leakage; (ii) plus any documented and reasonable professional advisers' fees and other out of pocket expenses properly incurred in recovery of the Leakage (the sums in 2.5(b)(i) and 2.5(b)(ii) collectively the " Gross Leakage "); (iii) interest at the rate of 7.00% per annum on the Gross Leakage from the date on which the Leakage occurs to the date on which it is repaid by the Vendors; and (iv) such sum as is necessary to ensure that, after the deduction of any tax due on any amount payable under this Section 2.5 (whether by way of direct assessment or withholding at its source), Purchaser is left with the same amount it would have had if the payment was not subject to tax.
(c) The Vendors hereby severally and not jointly and severally indemnify and hold harmless the Purchaser for any amounts owing or payable pursuant to Section 2.5.
(d) The Vendors are not liable to make a payment under Section 2.5 unless the Purchaser has notified the Vendors in writing of its breach of Section 2.5, stating in reasonable detail the nature of the breach and, if practicable, the amount of claims, on or before the date that is six months after the Closing Date, in which case in relation to any relevant breaches notified, the Vendors shall remain liable until any relevant claims have been satisfied, settled or withdrawn and any payment in respect of any such satisfaction or settlement has been made to the Purchaser.
(e) Nothing in this Section 2.5 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud (or fraudulent misrepresentation).
(f) Notwithstanding the foregoing, Leakage shall not include the following:

(i) any payments made by the Bandstra Entities to any Vendor in the ordinary course and on arm’s length terms on a basis consistent with past practice;
(ii) any payments which have been accrued for or provided for in the Reference Balance Sheet;
(iii) any payments made (or to be made) by the Bandstra Entities in respect of in respect of salaries, director fees or other bonuses in the ordinary course of business and in accordance with the terms of existing and related employment or service contracts provided that such amounts did not exceed, in the aggregate, the amount of [Amont Redacted] since the Locked Box Date;
(iv) any Closing Indebtedness (including Related Party Indebtedness) subtracted from the Purchase Price at Closing;
(v) any payment by the Bandstra Entities prior to or at Closing which is expressly contemplated, and permitted to occur, in accordance with the terms of this Agreement;
(vi) any of the foregoing matters or things that occurred before the Locked Box Date; and
(vii) any of the payments set out in Section 2.5 (Non-Leakage) of the Disclosure Schedules;

each of which shall not be considered or treated as Leakage for purposes of this Agreement.

(g) Any payments made pursuant to Section 2.5 shall be treated as an adjustment to the Purchase Price by the parties for tax purposes, unless otherwise required by applicable Laws.

2.6 Vendors' Designated Representative

(a) Each Vendor irrevocably makes, constitutes and appoints Richard N. Bandstra (the " Vendors Designated Representative ") as such Vendor’s true and lawful agent and attorney-in-fact and authorizes and empowers such Person to fulfill the role of the Vendors’ Designated Representative hereunder. Each Vendor has made, constituted and appointed and by execution of this Agreement hereby irrevocably makes, constitutes and appoints the Vendors’ Designated Representative as such person's true and lawful attorney-in-fact and agent with full powers of substitution to act in the name, place and stead of such Vendor with respect to performance on behalf of such Vendor under the terms and provisions of this Agreement including the power to:
(i) receive all notices and communications directed to such Vendor under this Agreement and to take such action (or to determine to take no action) with respect thereto as he may deem appropriate as effectively as such Vendor could act for himself, herself or itself, including, the settlement or compromise of any dispute or controversy;

(ii) act for such Vendor with respect to all indemnification matters referred to in this Agreement, including the right to compromise or settle any such claim on behalf of such Vendor;
(iii) amend or waive any provision of this Agreement in any manner that does not differentiate among the Vendors;
(iv) to execute and deliver all instruments and documents of every kind incident to the foregoing to all intents and purposes and with the same effect as such Vendor could do personally;
(v) act for each Vendor with respect to all Purchase Price and all adjustments after the Closing Date as provided herein. All notices and communications directed to the Vendors under this Agreement will be given to the Vendors’ Designated Representative; and
(vi) consent on their behalf to, and otherwise take all necessary actions in respect of, any press release, public announcement or other similar disclosure regarding this Agreement or the transactions contemplated by this Agreement.
(b) The Vendors’ Designated Representative shall for all purposes be deemed the sole authorized agent and attorney-in-fact of each Vendor until such time as the agency is terminated. The grant of authority provided for in this Section 2.6 is coupled with an interest and shall be irrevocable and survive the death, incompetency, bankruptcy or liquidation of each Vendor and shall survive the delivery of an assignment by each Vendor of the whole or any fraction of its interests in this Agreement.
(c) Each Vendor hereby expressly acknowledges and agrees that the Vendors’ Designated Representative is authorized to act on behalf of such Vendor notwithstanding any dispute or disagreement, and that any Person shall be entitled to rely on any and all action taken by the Vendors’ Designated Representative hereunder without obligation to inquire of any Vendor.
(d) The Vendors’ Designated Representative will not have any duties or responsibilities except those set forth in this Agreement and no implied covenants, functions, responsibilities, duties, obligations or liabilities will be read into this Agreement or will otherwise exist against the Vendors’ Designated Representative. The Vendors’ Designated Representative shall have no additional liability to the Purchaser under this Agreement as a result of it appointment except as a result of a failure to perform the role and function of the Vendors’ Designated Representative as required hereunder in good faith.
(e) All obligations of the Purchaser under this Agreement to make a payment post-Closing to the Vendors shall be satisfied in full by paying such amounts to the Vendors' Designated Representative and it shall be the responsibility of the Vendors' Designated Representative to deliver the appropriate amounts to the Vendors.
(f) The appointment of the Vendors' Designated Representative hereunder shall expire on the date that is twenty-four (24) months following the Closing Date, unless renewed by

all Vendors (including the Vendors’ Designated Representative) unless Richard N. Bandstra or any subsequent Vendors’ Designated Representative is unable or unwilling to act and/or resigns in writing on notice to the Vendors and the Purchaser.

(g) The Purchaser will be entitled to rely on the actions and determinations of the Vendors' Designated Representative, and will have no liability whatsoever with respect to any action or omission taken in reliance on the actions or omissions of the Vendors' Designated Representative.
(h) The Purchaser acknowledges and agrees that notwithstanding their prior representation of the Bandstra Entities the Vendors' Designated Representative and the Vendors shall be entitled to retain the services of Perry and Company LLP and of Edmison Mehr Chartered Professional Accountants.

2.7 Closing

(a) Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall take place immediately upon execution and delivery of this Agreement by the Parties at a closing (the " Closing ") to be held at the Closing Time on April 16, 2021 (the date on which the Closing takes place being the " Closing Date ").
(b) The Closing shall take place by means of an electronic closing in which the closing documentation will be delivered by electronic mail exchange of signature pages in PDF or functionally equivalent electronic format, which delivery will be effective without any further physical exchange of the originals or copies of the originals.

ARTICLE III REPRESENTATIONS AND WARRANTIES OF VENDORS

Subject always to Section 8.12 (Vendors’ Disclosure), and except as set forth in the Disclosure Schedules, each of the Vendors severally and not jointly and severally, represent and warrant to the Purchaser that the statements contained in this Article III are true and correct as of the date hereof and will be true and correct at Closing.

3.1 Due Execution, Authorization and Validity of Agreement re Vendors and Corporate Status of Newco

Subject to the termination of the Shareholders’ Agreement contemplated as part of the Closing, this Agreement has been properly executed and delivered by the Vendors and constitutes a valid and binding agreement of the Vendors enforceable against each of them in accordance with its terms. Each of the Vendors have the full power and authority to sell, assign, transfer and deliver the Shares to the Purchaser and to do and perform all acts and things required to be done by the Vendors under this Agreement. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated by this Agreement will not, with or without the passage of time or the giving of notice or both, result in the violation or breach of nor be in conflict with: (i) any of the terms, conditions or provisions of any indenture, mortgage, deed of trust, loan agreement or other agreement, written or oral, to which any of the Vendors or any party comprising the Vendors are a party to or bound by; or (ii) any Law applicable to the Vendors.

Newco is a corporation incorporated and validly existing under the Laws of the Province of British Columbia and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to the Vendors' knowledge the bankruptcy, insolvency, liquidation or winding up of Newco. Newco has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. Newco has the corporate power and capacity to enter into this Agreement and the other Transaction Documents to which Newco is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Newco of this Agreement and any other Transaction Document to which Newco is a party, the performance by Newco of its obligations hereunder and thereunder and the consummation by Newco of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Newco.

3.2 Corporate Status and Extra-Provincial Registration of BTSL

BTSL is a corporation incorporated and validly existing under the Laws of the Province of British Columbia and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to Vendors' Knowledge, the bankruptcy, insolvency, liquidation or winding up of BTSL. BTSL has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. BTSL has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.2 of the Disclosure Schedules sets forth each jurisdiction in which BTSL is licensed or registered to carry on business, and BTSL is duly licensed or registered to carry on business and has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary. All corporate actions taken by BTSL in connection with this Agreement and the other Transaction Documents will be duly authorized on or before the Closing.

3.3 Corporate Status and Extra-Provincial Registration of BHL

BHL is a corporation incorporated and validly existing under the Laws of the Province of British Columbia and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to Vendors' Knowledge, the bankruptcy, insolvency, liquidation or winding up of BHL. BHL has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. BHL has the corporate power and capacity to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.3 of the Disclosure Schedules sets forth each jurisdiction in which BHL is licensed or registered to carry on business, and BHL is duly licensed or registered to carry on business and has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority in each jurisdiction in which the properties owned or leased by it or the operation of its business as currently conducted makes such licensing or registration necessary. All corporate actions taken by BHL in connection with this Agreement and the other Transaction Documents will be duly authorized on or before the Closing.

3.4 Capitalization

BTSL

(a) The authorized capital of BTSL consists of 100,000 Class 'A' common voting shares, 10,000 Class 'B' common non-voting shares, 10,000 Class 'C' preferred shares, 1,000,000 Class 'D' preferred shares, 1,000,000 Class 'E' preferred shares, 1,000,000 Class 'F' preferred shares, 1,000,000 Class 'G' preferred, 1,000,000 Class 'H' preferred shares and 1,000,000 Class 'I' preferred shares of which [outstanding Share Capital Redacted]

issued and outstanding and constitute the BTSL Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the BTSL Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners of the BTSL Shares as set forth in Exhibit A, free and clear of all Encumbrances other than restrictions on transfer under the Articles and those set out in Section 3.4 of the Disclosure Schedules. Upon consummation of the transactions contemplated by this Agreement, the Purchaser shall own all of the BTSL Shares, free and clear of all Encumbrances.

(b) All of the BTSL Shares were issued in compliance with applicable Laws. None of the BTSL Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or BTSL is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.
(c) Other than under this Agreement or as will be terminated as of Closing (and other than the shareholders’ agreement for Rock Island Properties Ltd.), there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of BTSL or obligating the Vendors or BTSL to issue or sell any shares of, or any other interest in, BTSL. BTSL does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights. There are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the BTSL Shares.
(d) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of BTSL has not been altered in any respect since the Locked Box Date.

BHL

(a) The authorized capital of BHL consists of 5,000 Class A Common Shares, 5,000 Class B Common Shares, 40,000 Class C Preference Shares, 1,000,000 Class D Preference Shares, 1,000 Class E Common Shares, 1,000,000 Class F Preference Shares, 1,000,000 Class G Preference Shares, 1,000,000 Class H Preference Shares and 1,000,000 Class I Preference Shares of which [Outstanding share capital redacted] are issued and outstanding and constitute the BHL Shares to be purchased by Purchaser subject to the terms and conditions of this

Agreement. All of the BHL Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owner of the BHL Shares, as set forth in Exhibit A, free and clear of all Encumbrances other than restrictions on transfer under the Articles and those set out in Section 3.4 of the Disclosure Schedules. Upon consummation of the transactions contemplated by this Agreement, the Purchaser shall own all of the BHL Shares, free and clear of all Encumbrances.

(b) All of the BHL Shares were issued in compliance with applicable Laws. None of the BHL Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or BHL is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.
(c) Other than under this Agreement, there are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments of any character relating to any shares in the capital of BHL or obligating the Vendors or BHL to issue or sell any shares of, or any other interest in, BHL. BHL does not have outstanding or authorized any share appreciation, phantom share, profit participation or similar rights. There are no voting trusts or agreements, pooling agreements, unanimous shareholder agreements or other shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the BHL Shares.
(d) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of BHL has not been altered in any respect since the Locked Box Date.

3.5 No Subsidiaries

At Closing, the Bandstra Entities will not own, or have any interest in any shares or have securities, or another ownership interest, in any other Person other than Babine Holdings Ltd., 1207709 B.C. Ltd., Bandstra Moving Systems Ltd., Bandstra Northern Systems Ltd., Caravan Moving & Storage (1984) Ltd., Babine Truck & Equipment Ltd., Impact Truck Centre Ltd., Rock Island Properties Ltd. and securities of public companies held as investments which may be present on Closing.

3.6 No Conflicts; Consents

The execution, delivery and performance by the Vendors of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the Articles, by-laws, unanimous shareholder agreement or other constating documents of any of the Vendors or, as applicable, BTSL or BHL; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Vendors, BTSL or BHL, excluding the Competition Act (R.S.C. 1985, c. C-34); (c) except as set out in Section 3.6 of the Disclosure Schedules, require the consent, notice or other action by any Person, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Vendors, BTSL or BHL is a party or by which the Vendors, BTSL or BHL is bound or to which any of their respective Assets are subject (including any Material

Contract) or any Permit affecting the Assets or Business of BTSL or BHL; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any Assets of BTSL or BHL. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Vendors, BTSL or BHL in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, excluding any consent, approval, Permit, Governmental Order, declaration or filing with, or notice required to be delivered, sought or obtained under the Competition Act (R.S.C. 1985, c. C-34) in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (in respect of which the Vendors are providing no representations or warranties whatsoever).

3.7 Financial Statements

(a) Complete copies of the Financial Statements are included in the Disclosure Schedules. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved.
(b) The Financial Statements: (i) are based on the Books and Records of the Bandstra Entities; and (ii) fairly, completely and accurately present in all material respects the Assets, Liabilities and financial position of the Bandstra Entities as of the respective dates they were prepared and the results of the operations of the Bandstra Entities for the periods covered thereby.
(c) There has not been and prior to Closing there will not be any change to the Financial Statements as at and for the year ended October 31, 2020 that would have a Material Adverse Effect.
(d) The aggregate amount of the consolidated liabilities (including Related Party Debt, bank debt and other long-term liabilities) has not materially increased since the Locked Box Date and prior to Closing there will not material increase in such consolidated liabilities.
(e) The Bandstra Entities maintain a system of accounting established and administered in accordance with GAAP.
(f) There have been no material changes in the Bandstra Entities accounting policies since the Locked Box Date.
(g) To the Vendors' Knowledge, none of the Bandstra Entities, nor any director, officer, auditor, accountant or representative of the Bandstra Entities has received or otherwise obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that any Bandstra Entity has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

3.8 Undisclosed Liabilities

The Bandstra Entities have no debts, payment obligations or payment commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (collectively, the " Liabilities "), except: (a) those that are adequately reflected or reserved against in the Reference Balance Sheet as of the Locked Box Date; (b) those that have been incurred in the Ordinary Course consistent with past practice since the Locked Box Date and that are not, individually or in the aggregate, material in amount and (c) those that are set out in Section 3.8 of the Disclosure Schedules.

3.9 No Guarantees

Other than the indemnification of directors and officers of any of the Bandstra Entities pursuant to applicable Laws and the corporate by-laws, indemnity agreements of the Bandstra Entities, guarantees given to the Long Term Debt Lenders in connection with the Long Term Debt, customary indemnities in favour of the Bandstra Entities' bankers and financial advisors and agreements entered into in the Ordinary Course, the Bandstra Entities have not guaranteed, endorsed, assumed, indemnified or accepted any responsibility for, and do not and will not guarantee, endorse, assume, indemnify or accept any responsibility for, contingently or otherwise, any Indebtedness or the performance of any obligation of any other Person. Section 3.9 of the Disclosure Schedules lists all of the guarantees given by the Bandstra Entities.

3.10 Long Term Debt and Indebtedness for Borrowed Money

Except as disclosed in the Financial Statements and in Section 3.10 of the Disclosure Schedules, the Bandstra Entities do not have any outstanding Long Term Debt. The Disclosure Schedules contain a complete and accurate list of all loans, credit agreements, notes, bonds, mortgages, indentures and other binding commitments relating to Indebtedness for borrowed money. Any such Long Term Debt or Indebtedness shall not be greater than that disclosed in the Financial Statements. Other than as set out in the Disclosure Schedules, the Bandstra Entities have no other loans, credit agreements, notes, bonds, mortgages, indentures and other binding commitments relating to Indebtedness for borrowed money.

3.11 Off Balance Sheet Arrangements

The Bandstra Entities (on a consolidated basis) are not a party to any off-balance sheet arrangements, as that term is understood under GAAP.

3.12 Bank Accounts

Set out in Exhibit B is an accurate and complete list of each financial institution in which the Bandstra Entities have an account, credit line or safety deposit box, and the names of all persons currently authorized to draw thereon or having access thereto.

3.13 Absence of Certain Changes, Events and Conditions and Conduct Prior to Closing

(a) Since the Locked Box Date, other than (i) in connection with the Pre-Closing Reorganization Transactions, (ii) as disclosed in the Disclosure Schedule, or (iii) in the Ordinary Course consistent with past practice, there has not been, with respect to the Bandstra Entities, any:

(i) event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(ii) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of any of the Bandstra Entities;
(iii) split, consolidation or reclassification of any shares in any of the Bandstra Entities;
(iv) issuance, sale or other disposition of any shares in any of the Bandstra Entities, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any shares in any of the Bandstra Entities;
(v) declaration or payment of any dividends or distributions on or in respect of any shares in any of the Bandstra Entities or redemption, retraction, purchase or acquisition of any of their respective shares;
(vi) material change in any method of accounting or accounting practice of the Bandstra Entities, except as required by GAAP or as disclosed in the notes to the Financial Statements;
(vii) material change in the Bandstra Entities' cash management practices and their respective policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible accounts, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;
(viii) entry into any Contract that would constitute a Material Contract;
(ix) incurrence, assumption or guarantee of any Indebtedness for borrowed money in excess of $250,000;
(x) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the Reference Balance Sheet or cancellation of any debts or entitlements;
(xi) transfer, assignment or grant of any licence or sublicence of any material rights under or with respect to any Corporate IP or Corporate IP Agreements;
(xii) material damage, destruction or loss (whether or not covered by insurance) to any of its Assets;
(xiii) capital investment in, or any loan to, any other Person;
(xiv) acceleration, termination, material modification to or cancellation of any Contract to which any of the Bandstra Entities is a party or by which it is bound;

(xv) capital commitments in excess of $250,000;
(xvi) imposition of any Encumbrance upon any of the Shares or Assets, tangible or intangible;
(xvii) (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of its current or former employees, officers, directors, Independent Contractors or consultants, other than as provided for in any written agreements or required by applicable Law; (ii) change in the terms of employment for any employee or any termination of any employee for which the aggregate costs and expenses exceed $20,000 (on an annualized basis); or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, Independent Contractor or consultant;
(xviii) hiring or promoting any individual as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill a vacancy in the Ordinary Course;
(xix) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, Independent Contractor or consultant; (ii) Benefit Plan; or (iii) Collective Agreement, in each case, whether written or oral;
(xx) loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its Related Parties;
(xxi) entry into a new line of business or abandonment or discontinuance of existing lines of business;
(xxii) adoption of any amalgamation, arrangement, reorganization, liquidation or dissolution or the commencement of any proceedings by any of the Bandstra Entities or their respective creditors seeking to adjudicate any of the Bandstra Entities as bankrupt or insolvent, making a proposal with respect to the Bandstra Entities under any Law relating to bankruptcy, insolvency, reorganization, arrangement or compromise of debts or similar laws, appointment of a trustee, receiver, receiver-manager, agent, custodian or similar official for any of the Bandstra Entities or for any substantial part of the Assets;
(xxiii) purchase, lease or other acquisition of the right to own, use or lease any Assets for an amount in excess of $50,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course consistent with past practice;
(xxiv) acquisition by amalgamation or arrangement with, or by purchase of a substantial portion of the assets or shares of, or by any other manner, any business or any Person or any division thereof;

(xxv) action by any of the Bandstra Entities to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset or attribute of any of the Bandstra Entities; or
(xxvi) any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.
(b) Since the Locked Box Date, other than as disclosed in the Disclosure Schedules, the Vendors, in all material respects:
(i) conducted the Business of the Bandstra Entities in the Ordinary Course consistent with past practice;
(ii) used commercially reasonable efforts to maintain and preserve intact the current organization and Business of the Bandstra Entities and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Bandstra Entities.
(iii) without limiting the foregoing, the Vendors caused the Bandstra Entities to:
- (A) preserve and maintain all of their Permits;
- (B) pay their debts, Taxes and other obligations when due;
- (C) maintain the Assets owned, operated or used by the Bandstra Entities in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;
- (D) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;
- (E) defend and protect their Assets from infringement or usurpation;
- (F) to their knowledge, perform all of their obligations under all Contracts relating to or affecting their Assets or Business;
- (G) maintain the Books and Records in accordance with past practice;
- (H) not make any loans, advances or capital contributions to any Person other than Related Party Debt;
- (I) not (A) make, change or revoke, or permit the Bandstra Entities to make, change or revoke, any Tax election, or file or cause to be filed an amended Tax Return unless required by Law or (B) make, or permit the Bandstra Entities to make, any change in any Tax or accounting methods

or policies or systems of internal accounting controls, except to conform to changes in Laws related to Taxes or accounting requirements;

(J) not (A) terminate (otherwise than for cause) the employment or services of any director, officer or manager, (B) grant any severance or termination pay to any director, officer or manager or any other employee except as required by Law, or (C) make any material change to any employment term of any Employee or any term of any contract with an Independent Contractor; and
(K) to their knowledge, comply in all material respects with all applicable Laws.

3.14 Material Contracts

(a) Section 3.14(a) of the Disclosure Schedules lists each of the following Contracts of the Bandstra Entities (such Contracts, together with all Contracts concerning the occupancy, management or operation of any Real Property (including, brokerage contracts) listed or otherwise disclosed in Section 3.16(d) of the Disclosure Schedules and all Corporate IP Agreements set forth in Section 3.18(b) of the Disclosure Schedules, being " Material Contracts "):
(i) each Contract of the Bandstra Entities involving aggregate consideration in excess of $500,000 per annum and that, in each case, cannot be cancelled by the applicable Bandstra Entity without material penalty or without more than 90 days' notice;
(ii) all Contracts that require any of the Bandstra Entities to purchase its total requirements of any product or service from a third party or that contain "take or pay" provisions;
(iii) all Contracts that provide for the indemnification by any of the Bandstra Entities of any Person or the assumption of any Tax, Environmental or other Liability of any Person, other than indemnities standard for the industry;
(iv) all Contracts, in the last three years, that relate to the acquisition or disposition of any business, a material amount of shares or assets of any other Person or any Real Property (whether by amalgamation, sale or issue of shares, sale of assets or otherwise), other than those Contracts entered into as part of the PreClosing Reorganization Transactions;
(v) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which any of the Bandstra Entities are a party;
(vi) all written employment agreements and Contracts with Independent Contractors or consultants (or similar arrangements) to which any of the Bandstra Entities is a party and that are not cancellable without material penalty or without more than 90 days' notice;

(vii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including guarantees) of any of the Bandstra Entities;
(viii) all Contracts with any Governmental Authority to which any of the Bandstra Entities is a party, other than Ordinary Course moving, storage or freight Contracts with Governmental Authorities;
(ix) all Contracts that limit or purport to limit the ability of any of the Bandstra Entities to compete in any line of business or with any Person or in any geographic area or during any period of time;
(x) any Contracts to which any of the Bandstra Entities is a party that provide for any joint venture, partnership or similar arrangement by any of the Bandstra Entities;
(xi) all shareholder agreements, pooling agreements, voting trusts or similar agreements with respect to the ownership or voting of any of the Shares or restriction of the power of the directors of any of the Bandstra Entities to manage, or supervise the management, of the business and affairs of the Bandstra Entities, individually or collectively;
(xii) all Contracts between or among: (A) any Bandstra Entity, and (B) any Vendor or any Affiliate of any Vendor (other than the Bandstra Entities);
(xiii) all Collective Agreements to which any of the Bandstra Entities is a party; and
(xiv) any other Contract that is material to any of the Bandstra Entities and not previously disclosed under this Section 3.14.
(b) Each Material Contract is valid and enforceable against the parties thereto in accordance with its terms and is in full force and effect. None of the Bandstra Entities or, to Vendors' Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any intention to a Bandstra Entity to terminate, any Material Contract. To the Vendors' Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes to any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to the Purchaser.

3.15 Title

The Bandstra Entities have good and valid title to, or a valid and enforceable leasehold interest in, all personal property owned or leased by them in connection with the Assets, except as are not, individually or in the aggregate, material. Except as set forth in the Disclosure Schedules, the Bandstra Entities' ownership of or leasehold interest in any such personal property, as applicable, is not subject to any Encumbrances other than Permitted Encumbrances.

3.16 Real Property; Leases

(a) The Bandstra Entities, collectively, have good and marketable title in fee simple to, or a valid leasehold interest in, all Real Property and personal property and other Assets reflected in the Financial Statements or acquired after the Locked Box Date, other than Assets sold or otherwise disposed of in the Ordinary Course consistent with past practice since the Locked Box Date. All such Real Property, personal property and Assets (including leasehold interests) are free from all Encumbrances except for Permitted Encumbrances.
(b) As of the Closing Date, the Bandstra Entities will not directly or indirectly own any legal or beneficial interest in any real property, other than the Real Property.
(c) Subject to Section 3.24(j), the Bandstra Entities have kept and maintained the Real Property in good operating condition and repair, normal wear and tear having regard to the use and age of such Real Property excepted.
(d) Section 3.16(d) of the Disclosure Schedules lists: (i) the legal and municipal address of each parcel of Real Property; (ii) if such Real Property is leased or subleased by a Bandstra Entity, the details of such lease or sublease, including the name of the landlord, the rental amount currently being paid, and the expiration of the term of such lease or sublease; and (iii) the current use of such Real Property. All rights, title, estate and interest, present or future, of any of the Bandstra Entities in and to any real property, including all buildings, erections, structures, fixtures and improvements of any nature or kind now and hereafter situated thereon and all other appurtenances thereto, are described in Section 3.16(d) of the Disclosure Schedules.
(e) With respect to the current use of the Real Property:
(i) all licences, certificates, consents, approvals, rights, permits (including building and occupancy permits) and agreements required to enable the Real Property to be used, operated and occupied in its current manner are being complied with or have been obtained, or to the extent that any have not already been obtained, the same are not yet required and, if not yet required but the same are material, the Bandstra Entities have no reason to believe that the same will not be available before the time that the same are so required;
(ii) subject to Section 3.24(j), all applicable legal and contractual requirements with regard to the use, occupancy, construction and operation thereof, including all zoning, by-laws, environmental, flood hazard, fire safety, health, handicapped facilities, building and other laws, ordinances, codes, regulations, orders and requirements of any Governmental Authority are being complied with;
(iii) all declarations, easements, rights-of-way, covenants, conditions and restrictions of record are being complied with;
(iv) all building services required for the proper functioning of the Real Property have been obtained, are functioning properly and are fit and suitable for their intended purpose.

(f) The Bandstra Entities have not entered into any agreements, options, contracts or commitments to sell, transfer or otherwise dispose of any interest in Real Property owned by the Bandstra Entities or that would restrict the ability of any of the Bandstra Entities to use any Real Property as it is used as at the date hereof. To the Vendors' Knowledge, the owner of the Real Property leased by the Bandstra Entities has not entered into any agreements, options, contracts or commitments to sell, transfer or otherwise dispose of any interest in such Real Property or that would restrict the ability of any of the Bandstra Entities to use any such leased Real Property as it is used as at the date hereof.
(g) Except as disclosed in Section 3.16(d) of the Disclosure Schedules, there are no development or servicing agreements with any municipality directly or indirectly affecting the Real Property, nor have there been any negotiations with respect thereof or any requirements that such development or servicing agreements be entered into.
(h) There are no arrears of realty Taxes or any local improvement charges, nor are there any similar Taxes or charges creating a lien against any of the Real Properties.
(i) There are no local improvement charges, development charges, or special levies outstanding against the Real Property nor has any of the Bandstra Entities received any notice of a proposed local improvement charge, development charge or special levy. There are no obligations under Permitted Encumbrances remaining to be performed, as it relates to the Real Property, other than payment obligations of the Bandstra Entities arising in the Ordinary Course which are not yet due or delinquent.
(j) There is no exclusive listing agreement outstanding pursuant to which any real estate broker has been granted the right to lease all or any portion of the Real Property. All rental or real estate commissions now or hereafter owed, or to become payable, with respect to the leases, if any, including any renewals thereof, have been paid for in full.
(k) No part of the Real Property is or has ever been occupied by any officer, director or shareholder of the Bandstra Entities as a family residence.
(l) Except as disclosed in Section 3.16(d) of the Disclosure Schedules, there are no outstanding work orders or notices advising of any defects in the construction or state of repair of any of the Real Property, or any notice or directive delivered to a Bandstra Entity requiring or recommending any alterations, repairs, improvements or other work to be done with respect to any of the Real Property or relating to any non-compliance with any building permits, building restriction, bylaw, requirement, regulation or ordinance from any Governmental Authority.
(m) The Vendors have not taken any steps respecting or received any notice of, expropriation or intended expropriation, re-plot, subdivision, re-districting or other restrictions relating to any of the Real Properties.
(n) The Vendors have not received any notice of, any road closure affecting present access to any of the Real Property.

(o) There are no builders' liens registered against any of the Real Property owned by any Bandstra Entity and, to the Vendors' Knowledge, against any of the Real Property leased by any Bandstra Entity under the Builders Lien Act (British Columbia), the Builders' Lien Act (Alberta) or under any equivalent legislation in any other jurisdiction with respect to any repairs or construction work conducted on or in connection with the Real Property.
(p) All buildings, structures and improvements comprising the Real Property owned by the Bandstra Entities are wholly situate within the boundaries of the Real Property, the boundaries of such owned Real Property do not conflict with those of adjoining properties;
(q) To the Vendors' Knowledge, all buildings and improvements located on and affixed to the Real Property have been constructed in material compliance with all applicable Laws.
(r) With respect to leased Real Property:
(i) The Vendors have delivered or made available to the Purchaser true, complete and correct copies of any and all leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications thereto.
(ii) Except as disclosed in Section 3.16(d) of the Disclosure Schedules, none of the Bandstra Entities are a sublessor or grantor under any sublease, license, occupancy agreement or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any leased Real Property.
(iii) As of the date hereof, the leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications are in good standing and in full force and effect and no default has occurred on the part of any of the Bandstra Entities under any of such leases, nor to Vendors' Knowledge has any default occurred by the other party under any of the such leases (except in each case, any such default that has previously been cured).
(iv) To the Vendors' Knowledge, there is no existing condition which, but for the passage of time or the giving of notice, could result in default by any of the Bandstra Entities under the terms of any of the leases affecting the Real Property together with all amendments and restatements, renewals, extensions, supplements or modifications.
(v) To the Vendors' Knowledge there is no existing defect or condition affecting any of the leased Real Property that is materially impairing the current use of such leased Real Property in connection with the Business or any of the Bandstra Entities.
(s) There are no Actions pending nor, to Vendors' Knowledge, threatened against any of the Bandstra Entities, the Real Property or any portion thereof or interest therein which

could reasonably be expected to have a material adverse effect on the value of such owned Real Property or a Material Adverse Effect.

(t) Subject to Section 3.24(j), the Real Property has no inherent environmental liabilities or any reclamation or remediation obligations.

3.17 Condition and Sufficiency of Assets

The furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Bandstra Entities are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, in all material respects and relative to their age and use, and none of such furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Notwithstanding the foregoing, the condition and repair of the furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Bandstra Entities is reasonably consistent with the value of such property set forth on the Financial Statements. The furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by any of the Bandstra Entities, together with all other Assets of the Bandstra Entities, are sufficient for the continued conduct of the Bandstra Entities Business after the Closing in substantially the same manner as conducted before the Closing and constitute all of the rights, property and assets necessary to conduct the Business of the Bandstra Entities as currently conducted, in all material respects.

3.18 Intellectual Property

(a) Section 3.18(a) of the Disclosure Schedules lists all: (i) Corporate IP Registrations; and (ii) Corporate IP, including Software, that are not registered but that are material to any of the Bandstra Entities Business or operations. All required filings and fees related to the Corporate IP Registrations have been timely filed with and paid to the relevant Governmental Authorities and authorized registrars, and all Corporate IP Registrations are otherwise in good standing. The Vendors have provided the Purchaser with true and complete copies of file histories, documents, certificates, examiner's reports, office actions, correspondence and other materials related to all Corporate IP Registrations.
(b) Section 3.18(b) of the Disclosure Schedules lists all Corporate IP Agreements. The Vendors have provided the Purchaser with true and complete copies of all such Corporate IP Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Corporate IP Agreement is valid and binding on the applicable Bandstra Entity that is a party thereto and on the other parties thereto in accordance with its terms and is in full force and effect. None of the Bandstra Entities nor, to the Vendors' Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under). No Bandstra Entity has provided or received any notice of breach or default of or any intention to terminate, any Corporate IP Agreement.
(c) The Bandstra Entities are the sole and exclusive legal and beneficial, and with respect to the Corporate IP Registrations, registered, owner of all right, title and interest in and to the Corporate IP, and have the valid right to use all other Intellectual Property used in or necessary for the conduct of the Business or any of the Bandstra Entities current

operations, in each case, free and clear of Encumbrances other than Permitted Encumbrances.

(d) The consummation of the transactions contemplated hereunder will not result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of the Bandstra Entities right to own, use or hold for use any Intellectual Property as owned, used or held for use in the conduct of the Business or the Bandstra Entities operations as currently conducted.
(e) The Bandstra Entities' rights in the Corporate IP are valid, subsisting and enforceable. The Bandstra Entities have taken all reasonable steps to maintain the Corporate IP and to protect and preserve the confidentiality of all trade secrets included in the Corporate IP including requiring all employees and Independent Contractors to execute written non-disclosure agreements for a period commencing when such individuals had access to the Corporate IP.
(f) The conduct of the Business as currently and formerly conducted, and the products, processes and services of the Bandstra Entities, have not infringed, misappropriated, diluted or otherwise violated, and do not and will not infringe, dilute, misappropriate or otherwise violate the Intellectual Property or other rights of any Person. To the Vendors' Knowledge, no Person has infringed, misappropriated, diluted or otherwise violated, or is currently infringing, misappropriating, diluting or otherwise violating, any Corporate IP.
(g) There are no Actions (including any oppositions, expungement proceedings, interferences or re-examinations) settled, pending or to the Vendors' Knowledge threatened (including in the form of offers to obtain a licence): (i) alleging any infringement, misappropriation, dilution or violation of the Intellectual Property of any Person by any of the Bandstra Entities; (ii) challenging the validity, enforceability, registrability or ownership of any Corporate IP or the Bandstra Entities rights with respect to any Corporate IP; or (iii) by any of the Bandstra Entities or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of the Corporate IP. None of the Bandstra Entities are subject to any outstanding or prospective Governmental Order (including any application or petition therefor) that does or would restrict or impair the use of any Corporate IP.

3.19 Accounts Receivable

The Accounts Receivable reflected in the Financial Statements and the Accounts Receivable arising after the date thereof: (a) have arisen from bona fide transactions entered into by the Bandstra Entities involving the sale of goods or the rendering of services in the Ordinary Course consistent with past practice; (b) constitute only valid, undisputed claims of the Bandstra Entities not subject to claims of setoff or other defences or counter-claims other than normal credits or cash discounts accrued in the Ordinary Course consistent with past practice; and (c) subject to a reserve for bad debts shown in the Financial Statements or, with respect to Accounts Receivable arising after the date of the Financial Statements, on the accounting records of the Bandstra Entities and listed in Section 3.19 of the Disclosure Schedule, are collectible in full within 120 days after billing, subject to ordinary course reserves. The reserve for bad debts shown on the Financial Statements or, with respect to Accounts

Receivable arising after the date thereof, on the accounting records of the Bandstra Entities and listed in Section 3.19 of the Disclosure Schedule, have been determined in accordance with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in notes to financial statements.

3.20 Customers

Except as disclosed in Section 3.20 of the Disclosure Schedules, the Bandstra Entities have not received any notice that any of the top ten customers (based on the total consideration paid by each such customer) for each of the two most recent financial years (collectively, the " Material Customers ") has ceased, or intends to cease after the Closing, to use its goods or services or to otherwise terminate or materially reduce its relationship with any of the Bandstra Entities.

3.21 Insurance

Each of the Bandstra Entities maintains policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers compensation, vehicle, director's and officers' liability, fiduciary liability and other casualty and property insurance relating to the Assets, Business, operations, employees, officers and directors of the Bandstra Entities (collectively, the " Insurance Policies ") as set out in Section 3.21 of the Disclosure Schedules. True and complete copies of each of the Insurance Policies have been made available to the Purchaser. The Purchaser acknowledges that the Bandstra Entities “self-insure” for most coverages relating to tangible personal property and operations. The Insurance Policies are in full force and effect and shall remain in full force and effect following the consummation of the transactions contemplated by this Agreement. None of the Vendors nor any of the Bandstra Entities have received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of any Insurance Policies, other than rate increases publicly announced by the Insurance Corporation of British Columbia. All premiums due on the Insurance Policies have either been paid or, if due and payable before the Closing, will be paid before the Closing in accordance with the payment terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based liability on the part of the Bandstra Entities, except that the Insurance Corporation of British Columbia insurance policies provide for retroactive fleet rating adjustments. All such Insurance Policies: (a) are valid and binding in accordance with their terms; and (b) have not been subject to any lapse in coverage. There are no claims related to the Business of the Bandstra Entities pending under any Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. None of the Vendors nor any of the Bandstra Entities is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy.

3.22 Legal Proceedings; Governmental Orders

Except as disclosed in Section 3.22 of the Disclosure Schedules, there are no Actions pending or, to the Vendors' Knowledge, threatened: (a) against or by any of the Bandstra Entities affecting any of their Assets (or by or against any of the Vendors or any Affiliate thereof and relating to the Bandstra Entities); or (b) against or by the Bandstra Entities, the Vendors or any Affiliate of any Vendor that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. To the Vendors' Knowledge, no event has occurred or circumstances exist that would be reasonably expected to give rise to, or serve as a basis for, any such Action.

3.23 Compliance with Laws; Permits

(a) The Bandstra Entities have complied, and are now complying, in all material respects, with all Laws applicable to each of them or their respective Business or Assets.
(b) All Permits required for the Bandstra Entities to conduct their Business have been obtained by them and are valid and in full force and effect. All fees and charges due and payable with respect to such Permits as of the date hereof have been paid in full. Section 3.23(b) of the Disclosure Schedules lists all current Permits issued to the Bandstra Entities, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 3.23(b) of the Disclosure Schedules.

3.24 Environmental Matters

Subject in all cases to subsection (j) hereof:

(a) The Bandstra Entities are: (i) in material compliance with all applicable Environmental Laws; and (ii) possess and are in compliance with all Environmental Permits necessary to operate the Business.
(b) All such Environmental Permits are listed in Section 3.24(b) of the Disclosure Schedules. The Environmental Permits are in full force and effect. There are no Actions in progress, or, to the Vendors' Knowledge, pending or threatened, that would reasonably be expected to result in the cancellation, revocation or suspension of any Environmental Permit.
(c) None of the Bandstra Entities, the Business or the Assets are the subject of any Remedial Order.
(d) The Bandstra Entities have not received, in the past three years, any Environmental Notice alleging that any of the Bandstra Entities or any Affiliate thereof is in violation of or has any Liability under any Environmental Law that is unresolved.
(e) The Bandstra Entities have not entered into or agreed to any consent, settlement or other agreement, nor are any of the Bandstra Entities subject to any Governmental Order in any judicial, administrative, arbitral or other forum relating to compliance with or Liabilities under any Environmental Law.
(f) Except as disclosed in Section 3.24(b) of the Disclosure Schedules or except in accordance with Environmental Law, none of the Bandstra Entities have released any Hazardous Substances at, on or under any part of the Real Property, and, to the Vendors' Knowledge, there are no Hazardous Substances present within the area bounded by the ceiling, walls and floor of any building on any Real Property (and excluding anything outside these boundaries), in each case except in material compliance with applicable Law.

(g) The Bandstra Entities have made available to the Purchaser all Environmental audits, assessments, reports and similar reviews and all correspondence regarding Environmental matters, to the extent that such records are in the possession or under the control of the Vendors or the Bandstra Entities.
(h) Section 3.24(h) of the Disclosure Schedules contains a complete and accurate list of all active or abandoned above ground or underground storage tanks owned or operated by the Bandstra Entities.
(i) To the Vendor's knowledge, as of the Closing Date, there is no condition, event or circumstance concerning the Release of Hazardous Substances that might, after the Closing Date, prevent, impede or increase the costs associated with the ownership, lease, operation, performance or use of the Business or Assets of the Bandstra Entities as currently carried out.
(j) Notwithstanding anything to the contrary in this Section 3.24, all representations and warranties in this Agreement that relate to the Environment are provided based on, and subject in all cases to, the actual knowledge of Jack Bandstra, being the actual knowledge of any such matter that Jack Bandstra was aware of as of the Closing Date.

3.25 Benefit Plans

(a) Section 3.25(a) of the Disclosure Schedules contains a true and complete list of all Benefit Plans. None of the Bandstra Entities are a party to or bound by, nor do any of the Bandstra Entities have any Liability with respect to, any Benefit Plans other than those listed in Section 3.25(a) of the Disclosure Schedules.
(b) Other than as set out in Section 3.25 of the Disclosure Schedule, there are no participating employers that have any obligations or Liabilities with respect to any Benefit Plan other than the Bandstra Entities and the Bandstra Entities have no obligations or Liabilities under any Benefit Plan, including to provide benefits, to any Person who is not an employee, director or officer or former employee, director or officer of any of the Bandstra Entities.
(c) Each Benefit Plan is in compliance with and is, and has been, established, registered (where required by Law), and to the extent such Benefit Plan is administered, funded and invested by a Bandstra Entity, such Benefit Plan has been administered, funded and invested in accordance with Law and the terms of such Benefit Plans including the terms of the documents that support such Benefit Plans.
(d) With respect to each Benefit Plan, true and complete copies of each of the following documents, if applicable, have been made available to the Purchaser: (i) the document(s) establishing the current terms of the Benefit Plan; and (ii) all other Contracts relating to the Benefit Plan.
(e) No Benefit Plan is a Pension Plan, and none of the Benefit Plans provide benefits beyond retirement or other termination of service to Employees or former employees of any of the Bandstra Entities or to the beneficiaries or dependants of such Employees or former employees.

(f) None of the Bandstra Entities have any obligation to pay any change-in-control, sale, completion, incentive, stay, retention or similar bonuses or payments to any current or former employee as a result of the transactions contemplated by this Agreement.
(g) Each Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without Liabilities to any of the Bandstra Entities other than ordinary administrative expenses typically incurred in a termination event. Except for commitments and obligations under Law and under the Collective Agreements, the Bandstra Entities have no commitment or obligation and have not made any representations to any employee, officer, director, Independent Contractor or consultant, whether or not legally binding, to adopt, amend, modify or continue any Benefit Plan or any Collective Agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.
(h) None of the Bandstra Entities have received any notice in writing of any pending investigations, and, to Vendors' Knowledge, there are no pending or threatened investigations, by any Governmental Authority involving or relating to any Benefit Plan or any claims (except for claims for benefits payable in the Ordinary Course operation of the Benefit Plans) or Actions against the Bandstra Entities in respect of any Benefit Plan.
(i) Each individual who is classified by the Bandstra Entities as an Independent Contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.

3.26 Employment Matters

(a) Section 3.26(a) of the Disclosure Schedules sets forth the list of Employees and independent contractors as of the Closing Date who received, during the period ended as of the Locked Box Date or who are expected to receive during the current financial year, total compensation (inclusive of all salary, bonus and incentive schemes, benefits, commissions and other compensation) an amount equal to or greater than $150,000 which indicates: (i) the titles of such Employees together with the location of their employment; (ii) the date such Employee was hired; (iii) whether such Employee is subject to a written employment agreement with a Bandstra Entity; and (iv) the annual wage of such Employee at the date of such list, any bonuses paid to each Employee since the end of the applicable Bandstra Entity's last completed financial year and before the date of such list and all other bonuses, incentive schemes, benefits, commissions and other compensation to which such Employee is entitled.
(b) Section 3.26(b) of the Disclosure Schedules lists all Contracts (including contracts for the performance of services of Independent Contractors) that provide for specified severance, termination or similar payments or entitlements of more than $50,000, including on a change of control of a Bandstra Entity (excluding, for greater certainty, any severance or similar entitlements under Applicable Laws (including common law severance entitlements) or under the CLAC Agreement).
(c) Except for the Collective Agreement between Bandstra Transportation Systems Ltd., Caravan Moving & Storage Ltd., Bandstra Moving Systems Ltd. and Transport, Marine, Warehousing and Allied Workers Union, CLAC Local 66 to be dated on or about May 1,

2021 (the " CLAC Agreement "), a true copy of the draft of which agreement has been provided to the Purchaser prior to the execution of this Agreement and the material terms of which agreement are summarized in Schedule 3.26(c), none of the Bandstra Entities is bound by or party to any collective bargaining agreement, and no trade union, council of trade unions, labour associations, employee bargaining agency or affiliated bargaining agent holds any bargaining rights with respect to any Bandstra Entities, and, to the Vendors' Knowledge, there is no organizational campaign in progress with respect to any employees of any Bandstra Entity and, to the Vendors' Knowledge, no question concerning representation of such employees exists except as disclosed in Section 3.26(c) of the Disclosure Schedules.

(d) There are no unresolved labour lockouts, labour strikes, labour practice complaints or grievances affecting the Bandstra Entities and, to the Vendors' Knowledge, no labour lockout, labour strike, labour practice complaints or grievance is imminent.
(e) Except as disclosed in Section 3.26(e) of the Disclosure Schedules, there are no unfair labour practice charges or complaints against any Bandstra Entity or, to the Vendors' Knowledge, threatened before the National Labour Relations Board, Labour Authority, Labour courts, or any other Governmental Authority and there are not any pending or, to the Vendors' Knowledge, threatened union grievances against any Bandstra Entity.
(f) Except as disclosed in Section 3.26(f) of the Disclosure Schedule, no collective bargaining negotiations, whether voluntary or mandatory, are currently taking place with respect to any Bandstra Entity.
(g) To the Vendors' Knowledge, no person has applied to have any Bandstra Entity declared a related employer or successor employer pursuant to any applicable labour Laws.
(h) Except as disclosed in Section 3.26(h) of the Disclosure Schedules, no notice in writing has been received by any of the Bandstra Entities of any complaint filed by any of its Employees or former employees against any of the Bandstra Entities or any current or former director or officer thereof or, to the Vendors' Knowledge, is threatened or pending, claiming or alleging that any of the Bandstra Entities has violated any Laws applicable to the employee or human rights or of any complaints or Actions of any kind involving any of the Bandstra Entities or any of the Employees before any Governmental Authority, including a labour relations board, tribunal or commission and there is no basis for such a claim or allegation.
(i) Other than the Vendors, no Employee has stated to the Vendors that he or she will resign or retire or cease to provide work or services as a result of the Closing.
(j) There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the Bandstra Entities have received before the date of this Agreement during the past five years from any workplace safety and insurance or workers compensation board or similar Governmental Authority in any jurisdiction where the Business is carried on that remains unpaid.

(k) All inspection reports received by the Bandstra Entities in the past five years under the Occupational Health and Safety Acts have been made available to the Purchaser. Except as disclosed in Section 3.26(h) of the Disclosure Schedules, there are no outstanding Governmental Orders nor any pending charges made under any Occupational Health and Safety Act relating to any of the Bandstra Entities or the Business and there have been no fatal or critical accidents within the last five years that might reasonably be expected to lead to charges involving any of the Bandstra Entities under the Occupational Health and Safety Acts. The Bandstra Entities have complied with all Governmental Orders issued under the Occupational Health and Safety Acts in all respects.
(l) None of the Bandstra Entities have received any notice in writing or any oral notice from any Governmental Authority disputing the classification of an Independent Contractor as such.

3.27 Taxes

(a) All of the Bandstra Entities have duly and timely filed all of their respective Tax Returns with all appropriate Governmental Authorities. Each such Tax Return was true, correct and complete in all respects. All Taxes due and payable by any of the Bandstra Entities for periods (or portions thereof) ending on or before the Closing Date (whether or not shown due on any Tax Returns and whether or not assessed or reassessed by the appropriate Governmental Authority) have been paid, subject to permitted accruals in the ordinary course.
(b) No Governmental Authority of a jurisdiction in which any of the Bandstra Entities have not filed a Tax Return has made any claim that any of the Bandstra Entities is or may be subject to Tax or required to file Tax Returns by that Governmental Authority in such jurisdiction. There is no basis for a claim that any of the Bandstra Entities is subject to Tax in a jurisdiction in which the Bandstra Entities do not file Tax Returns.
(c) There are no matters under audit or appeal with any Governmental Authority relating to Taxes of any of the Bandstra Entities.
(d) True copies of all Tax Returns prepared and filed by the Bandstra Entities during the past three years, together with any notices of assessment of the Bandstra Entities during the past three years, have been made available to the Purchaser on or before the date of this Agreement.
(e) Adequate provision has been made in accordance with GAAP in the Books and Records for all Taxes payable in respect of the Business or the Assets.
(f) None of the Bandstra Entities have received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against any of the Bandstra Entities for any period for which Tax Returns have been filed and, to the Vendors' Knowledge, there are no actual or pending audit investigations or other Actions of or against the Bandstra Entities by any Governmental Authority relating to Taxes. No Governmental Authority has given notice of any intention to assert any deficiency or claim for additional Taxes against any of the Bandstra Entities.

(g) None of the Bandstra Entities nor to the Vendors' Knowledge, a Governmental Authority have waived any statute of limitation in respect of Taxes or agreed to any extension of time within which: (i) to file any Tax return covering any Taxes for which any of the Bandstra Entities are or may be liable; (ii) any of the Bandstra Entities are required to pay or remit amounts on account of Taxes; or (iii) any Governmental Authority may assess or collect Taxes for which any of the Bandstra Entities may be liable.
(h) None of the Vendors nor any of the Bandstra Entities is a non-resident of Canada within the meaning of the Tax Act.
(i) For all transactions between any of the Bandstra Entities and any Person not resident in Canada for purposes of the Tax Act with whom any of the Bandstra Entities was not dealing at arm's length, the Bandstra Entities have made or obtained records or documents that meet the requirements of Sections 247(4)(a) to (c) of the Tax Act. There are no transactions to which Section 247(2) or (3) of the Tax Act may reasonably be expected to apply.
(j) All of the Bandstra Entities have duly and timely withheld or collected the proper amount of Taxes that are required by Law to be withheld or collected (including Taxes and other amounts required to be withheld by it in respect of any Person, including any employee, officer or director and any Person not resident in Canada for purposes of the Tax Act) and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by any of the Bandstra Entities.
(k) Except for the acquisition of control that will occur by virtue of the execution of this Agreement, for purposes of the Tax Act or any other applicable Tax Law, no Person or group of Persons other than the Vendors have acquired control of any of the Bandstra Entities in the last three years.
(l) None of Section 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax Law of any province, territory or any other jurisdiction, has applied or will apply to any of the Bandstra Entities at any time up to and including the Closing Date in a manner that would give rise to incremental Tax liabilities or reduction in Tax attributes.
(m) None of the Bandstra Entities have acquired property or services from, or disposed of property to, a non-arm's length Person (within the meaning of the Tax Act) for consideration, the value of which is less than the fair market value of the property or services, as the case may be.
(n) The only reserves under the Tax Act or any equivalent provincial or territorial Law anticipated by the Vendors to be claimed by any of the Bandstra Entities for the taxation year deemed under section 249(4) of the Tax Act to have ended as a result of the transactions consummated by this Agreement are for bad debts.
(o) Each of the Bandstra Entities is registered for GST purposes under Part IX of the Excise Tax Act (Canada) and the BTSL registration number is R100389055 and there is no GST registration number for BHL.

(p) None of the Bandstra Entities is a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.
(q) No Tax rulings have been requested or issued by any Tax authority with respect to any of the Bandstra Entities.
(r) None of the Bandstra Entities will be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxation year or portion thereof ending after the Closing Date as a result of use of an improper method of accounting, for a taxation year ending before the Closing Date.
(s) The Tax Returns accurately set forth, for purposes of the Tax Act, the following as at the Closing Date (pre Pre-Organization):
(i) the paid-up capital of the Shares;
(ii) all non-capital losses of the Bandstra Entities;
(iii) all net capital losses of the Bandstra Entities;
(iv) the amount of all investment tax credits available to the Bandstra Entities;
(v) the adjusted cost base of the Bandstra Entities' capital properties;
(vi) the cost of the Bandstra Entities' depreciable properties, the capital cost allowance taken in respect of each class of such property and the undepreciated capital cost of each class of property;
(vii) the amount, if any, of the Bandstra Entities' capital dividend account;
(viii) the amount, if any, of the Bandstra Entities' cumulative eligible capital account; and
(ix) the amount, if any, of the Bandstra Entities' refundable dividend tax on hand.
(t) Each of the Bandstra Entities is a "Canadian-controlled private corporation" as defined in the Tax Act and has been a Canadian-controlled private corporation continuously since incorporation.

3.28 Related Party Transactions

Except as set out in Section 3.28(a) of the Disclosure Schedules or elsewhere in this Agreement or as contemplated by the Pre-Closing Reorganization Transactions and excluding, in all cases, employment agreements and roles as directors and officers:

(a) None of the Bandstra Entities have made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, trustee or shareholder or any Person with whom the Bandstra Entities are not dealing at arm's

length (within the meaning of the Tax Act) or any Affiliate or spouse of any of the foregoing (each, a " Related Person ").

(b) None of the Vendors nor any Affiliate of any Vendor (each, a " Related Party ") is a party to any Contract with any of the Bandstra Entities, no Related Party is indebted to any of the Bandstra Entities and none of the Bandstra Entities are indebted to any Related Party.
(c) No Related Person: (i) to the Vendors' Knowledge, possesses, directly or indirectly, any financial interest in, or is a director, officer or employee of, any Person which is a competitor or a material supplier, dealer, lessor or lessee of any of the Bandstra Entities; or (ii) has any interest in any assets used or held for use by any of the Bandstra Entities.

3.29 Books and Records

The Books and Records of the Bandstra Entities, all of which have been made available to the Purchaser in all material respects, are complete and correct in all material respects for the five-year period prior to Closing and have been maintained in a manner which would not result in a Material Adverse Effect. The minute books of each of the Bandstra Entities contain accurate and complete records of all meetings, and resolutions in writing of, the shareholders, the board of directors and any committees of the board of directors of such Bandstra Entity for the five-year period prior to Closing, and during the five-year period prior to Closing, no meeting, or resolution in writing, of any such shareholders, board of directors or committee has been held for which minutes or resolutions in writing have not been prepared and are not contained in such minute books, except, in all cases herein, as were destroyed or compromised by the fire at the Bandstra Entities’ legal firm. At the Closing, all of the Books and Records will be in the possession or control of the Bandstra Entities.

3.30 Brokers

Except for Commercial Capital Corp., no broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Vendors or the Bandstra Entities.

3.31 Transaction Expenses

None of the Bandstra Entities have, since the Locked Box Date, paid any Transaction Expenses and none of the Bandstra Entities have committed or agreed to the payment of any Transaction Expenses following Closing.

3.32 Anti-Money Laundering and Anti-Corruption Practices

None of the Bandstra Entities nor, to the Vendors' Knowledge, any of their respective directors, officers, employees, agents, consultants or representatives:

(a) has violated, and the Vendors' execution and delivery of and performance of its obligations under this Agreement will not violate, any Laws related to money laundering or government guidance regarding anti-money laundering and international anti-money laundering principles or procedures of an intergovernmental group or organization or

any executive order, directive or regulation under the authority of any of the foregoing, or any orders or licenses issued thereunder in each case to which any of the Bandstra Entities or any Vendor is subject;

(b) has, in the course of its actions for, or on behalf of, any of the Bandstra Entities (A) knowingly used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity, (B) paid or received any bribe or otherwise unlawfully offered or provided, directly or indirectly, anything of value to (or received anything of value from) any foreign or domestic government employee or official or any other Person, (C) violated or taken any act that would violate any provision of the Corruption of Foreign Public Officials Act (Canada) (" CFPOA "), the Foreign Corrupt Practices Act of 1977 (United States) (" FCPA ") or other similar Laws of other jurisdictions, (D) violated or taken any act that would violate the Special Economic Measures Act (Canada) (" SEMA ") or other similar Laws of other jurisdictions, or (E) violated or taken any act that would violate the Freezing Assets of Corrupt Foreign Public Officials Act (Canada) (" FACFOA ") or other similar Laws of other jurisdictions, in each case to which any of the Bandstra Entities is subject;
(c) has, directly or indirectly, taken any action in violation of any export restrictions, antiboycott regulations, embargo regulations or other similar applicable Canadian, United States or other foreign Laws;
(d) has engaged in any business with any Person with whom, or in any country in which it is prohibited for a Person to engage under SEMA, FACFOA, any United Nations resolution or regulation or any other Law.

3.33 Full Disclosure

No representation or warranty by any of the Vendors in this Agreement and no statement contained in the Disclosure Schedules to this Agreement contains any untrue statement of a material fact.

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER

The Purchaser represents and warrants to the Vendors that the statements contained in this Article IV are true and correct as of the date hereof and will be true and correct as of the Closing.

4.1 Corporate Status and Authorization of Purchaser

The Purchaser is a corporation amalgamated and validly existing under the Laws of the Province of Alberta and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution. The Purchaser has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. The Purchaser has the corporate power and capacity to enter into this Agreement and the other Transaction Documents to which the Purchaser is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and any other Transaction Document to which the Purchaser is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated

hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Vendors) this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms. When each other Transaction Document to which the Purchaser is or will be a party has been duly executed and delivered by the Purchaser (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms.

4.2 No Conflicts; Consents

The execution, delivery and performance by the Purchaser of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the Articles, by-laws, unanimous shareholder agreements or other constating documents of the Purchaser; (ii) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Purchaser; or (iii) except as set out in Section 4.2 of the Disclosure Schedule, require the consent, notice or other action by any Person under any Contract to which the Purchaser is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to the Purchaser in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

4.3 Brokers

No broker, finder or investment banker is entitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document based upon arrangements made by or on behalf of the Purchaser.

4.4 Sufficiency of Funds

The Purchaser has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated by this Agreement.

4.5 Legal Proceedings

There are no Actions pending or, to the Purchaser's knowledge, threatened against or by the Purchaser or any Affiliate of the Purchaser that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

4.6 Competition Act

The assets and gross revenues of the Purchaser and its affiliates (as such term is used in the Competition Act (R.S.C. 1985, c. C-34)) are such that, after taking into account the assets and gross revenues of the Bandstra Entities, the transactions contemplated by this Agreement and the Transaction Documents are exempt from the provisions of Part VIII of the Competition Act (R.S.C. 1985, c. C-34). The transactions

contemplated by this Agreement and the Transaction Documents are not otherwise reviewable under the Competition Act (R.S.C. 1985, c. C-34).

4.7 Residency

The Purchaser is not a non-resident of Canada within the meaning of the Tax Act transactions contemplated by this Agreement and the Transaction Documents do not require notice under the Investment Canada Act (R.S.C. 1985, c. 28).

ARTICLE V COVENANTS

5.1 Confidentiality

From and after the Closing and for a period of which is the great of (i) five years or (ii) three years after any Vendor ceases employment with the Bandstra Entities, each of the Vendors shall, and shall cause their Affiliates to, hold, and shall use their commercially reasonable efforts to cause their Affiliates' respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Bandstra Entities, except to the extent that the Vendors can show that such information: (i) is generally available to and known by the public through no fault of the Vendors, any of their respective Affiliates or any of their respective Representatives; or (ii) is lawfully acquired by the Vendors, any of their respective Affiliates or any of their respective Representatives from sources that are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If the Vendors, any of their respective Affiliates or any of their respective Representatives are compelled to disclose any information by judicial or administrative process or by other requirements of Law, the Vendors shall promptly notify the Purchaser in writing and shall disclose only that portion of such information that the Vendors are advised by their counsel in writing is legally required to be disclosed; provided that the Vendors shall use their commercially reasonable efforts (but at the sole cost and expense of the Purchaser) to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

5.2 Personal Information Privacy

The Purchaser shall at all times comply with all Laws governing the protection of personal information with respect to Personal Information disclosed or otherwise provided to the Purchaser by the Vendors or the Bandstra Entities under this Agreement. The Purchaser shall only collect, use or disclose such Personal Information for the purposes of investigating the Bandstra Entities and the Business as contemplated in this Agreement and completing the transactions contemplated in this Agreement. The Purchaser shall safeguard all Personal Information collected from the Vendors or the Bandstra Entities in a manner consistent with the degree of sensitivity of the Personal Information and maintain at all times the security and integrity of the Personal Information. The Purchaser shall not make copies of the Personal Information or any excerpts thereof or in any way recreate the substance or contents of the Personal Information if the purchase of the Shares is not completed for any reason and shall, in such event, return all Personal Information to the Vendors or destroy such Personal Information at the Vendors' request.

5.3 Approvals and Consents

The Purchaser acknowledges the Acknowledged Required Consents will not be obtained prior to Closing and that they may be legal required, and the Purchaser assumes all risk relating to not obtaining the Acknowledged Required Consents. If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which any of the Bandstra Entities are a party is not obtained before the Closing, the Vendors shall, subsequent to the Closing, cooperate with the Purchaser and the Bandstra Entities in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable.

5.4 Books and Records

(a) To facilitate the resolution of any claims made against or incurred by the Vendors before the Closing, or for any other reasonable purpose, for a period of 2 years after the Closing, and thereafter in accordance with the Purchaser's document retention policy, the Purchaser shall:
(i) retain the Books and Records (including personnel files) of the Bandstra Entities relating to periods before the Closing in a manner reasonably consistent with the prior practices of BTSL; and
(ii) upon reasonable notice, afford the Representatives of the Vendors reasonable access (including the right to make, at the Vendors' expense, photocopies), during normal business hours, to the Books and Records.
(b) To facilitate the resolution of any claims made by or against or incurred by the Bandstra Entities after the Closing, or for any other reasonable purpose, for a period of seven years after the Closing, the Vendors shall:
(i) retain the Books and Records (including personnel files) of the Vendors which relate to the Bandstra Entities and its operations for periods before the Closing; and
(ii) upon reasonable notice, afford the Representatives of the Purchaser or the Bandstra Entities' reasonable access (including the right to make, at the Purchaser's expense, photocopies), during normal business hours, to the Books and Records.

Neither the Purchaser nor the Vendors shall be obligated to provide the other party with access to any Books or Records (including personnel files) under this Section 5.4 where such access would violate any Law.

5.5 Benefit Plans and Employees

(a) During the period between the Locked Box Date and the Closing Date, the Vendors have caused the Bandstra Entities to continue to provide the Employees with the Benefit Plans and taken all commercially reasonable steps to ensure that upon Closing, the Benefit Plans will continue without interruption.

(b) The Purchaser agrees to make available to the Bandstra Entities, following the Closing Date, benefit plans that contain benefit provisions that are substantially similar in the aggregate to those provided under the existing Benefit Plans immediately before the Closing Date (the "Purchaser Benefit Plans"). Without limiting the foregoing, any Employee's maximum benefit amount recognized under a Benefit Plan will remain unchanged and in place for the remainder of the calendar year under the comparable Purchaser Benefit Plan. Nothing in this Section 5.5(b)will: (i) obligate the Bandstra Entities to provide the Purchaser Benefit Plans to any Employee, or (ii) prohibit the Purchaser from changing any of the provisions under Purchaser Benefit Plans at any time.
(c) The Purchaser shall indemnify and hold harmless the Vendors in respect of any Liability owed to Employees to the extent resulting from the Purchaser Benefit Plans or constructive dismissal or breach of contract claims that arise after Closing relating to the Purchaser Benefit Plans or the other terms and conditions of the Employees after Closing but excluding any Liability that the Purchaser was unaware of as a result of a breach by the Vendors of any of its representations and warranties in this Agreement (without reference to any survival period otherwise provided in this Agreement).
(d) The Purchaser shall not be responsible for Pre-Closing Benefit Liability and the Vendors shall indemnify the Purchaser for any and all Pre-Closing Benefit Liability under Section 7.2.

5.6 Pre-Closing Tax Period

(a) On or before the statutory due date, the Purchaser and the Vendors (at the Purchaser’s cost) shall prepare all income Tax Returns of the Bandstra Entities required by Law to be filed for any Pre-Closing Tax Period of the Bandstra Entities that are not required to be filed on or before the Closing Date, each of such Tax Return to be filed by the Purchaser.
(b) The parties will inform each other of, and co-operate with each other in respect of, any audit inquiries with respect to any Tax Return involving the Bandstra Entities in respect of any Pre-Closing Tax Period.
(c) If the Purchaser or any of the Bandstra Entities receives an assessment or reassessment (each, an " Assessment ") from any Governmental Authority in respect of any Tax Return in respect of any Pre-Closing Tax Period, the Purchaser shall deliver or cause to be delivered to the Vendors a copy of the Assessment within 30 days of receiving the Assessment, provided that failure to do so shall not affect the indemnification provided hereunder except only to the extent that the Vendors shall have been actually prejudiced as a result of such failure. The parties will co-operate in responding to or contesting any Assessment.

5.7 Public Announcements

Unless otherwise required by applicable Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other party (which consent shall not be

unreasonably withheld, conditioned or delayed), and the parties shall cooperate as to the timing and contents of any such announcement.

5.8 Confidential Communications

The Purchaser acknowledges that certain Confidential Communications may remain at the premises of the Bandstra Entities or on any servers on the computer network of the Bandstra Entities from and after Closing, including pertaining to this and other potential transactions, and such Confidential Communications will remain the exclusive property of the Vendors and shall remain privileged and confidential so long as such information remains protected by solicitor-client privilege. The Vendors shall be entitled to delete and/or transfer any such communications at any time.

5.9 Further Assurances

Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.

ARTICLE VI CONDITIONS TO CLOSING

6.1 Conditions to Obligations of All Parties

The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or before the Closing, of each of the following conditions:

(a) No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following the completion thereof.
(b) The Vendors shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.6, and the Purchaser shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.2, in each case, in form and substance reasonably satisfactory to the Purchaser and the Vendors, and no such consent, authorization, order and approval shall have been revoked.

6.2 Conditions to Obligations of the Purchaser

The obligations of the Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Purchaser's waiver, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of the Vendors contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the

case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b) Compliance with Agreement . The Vendors shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by the Vendors before or on the Closing Date.
(c) No Action . No Action shall have been commenced against the Purchaser, the Vendors or any of the Bandstra Entities that would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority and be in effect, which restrains or prohibits any transaction contemplated hereby.
(d) No Regulatory Restriction . No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(e) No Material Adverse Effect . From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.
(f) Due Diligence . The Purchaser shall be satisfied, in its sole discretion, with its due diligence review of the Bandstra Entities including, without limitation, satisfaction that the Material Customers will remain customers of the Bandstra Entities following Closing.
(g) Pre-Closing Reorganization . The Pre-Closing Reorganization Transactions shall have been completed to the satisfaction of the Purchaser.
(h) Customer List . The Purchaser, in its sole discretion, will be satisfied with its review of the customer list of the Bandstra Entities.
(i) Closing Deliveries . The Purchaser shall have received the following or the following shall have occurred, as applicable:
(i) the Non-Competition Agreements executed by each of the Vendors;
(ii) the Specific Releases executed by each of the Vendors;
(iii) the Resignations and Releases executed by each of the directors and officers of each of the Bandstra Entities;
(iv) an employment agreement on terms acceptable to the Purchaser acting reasonably, which terms shall include a release for the period covering employment up to and including the Closing Date, executed by each key

Employee that the Purchaser deems essential to the Bandstra Entities, such key Employees to be identified in writing by the Purchaser no later than five (5) Business Days in advance of Closing;

(v) a termination agreement in respect of any unanimous shareholder agreement(s) amongst the Vendors in respect of any of the Bandstra Entities in form satisfactory to the Purchaser acting reasonably;
(vi) a certificate of an officer of each of the Bandstra Entities certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of each of the Bandstra Entities, as necessary, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(vii) a certificate of an officer of Newco certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s) and the board of directors of Newco, as necessary, authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;
(viii) a certificate of status (or its equivalent) for each of the Bandstra Entities and Newco from the Registrar appointed under the Business Corporations Act (British Columbia) or similar Governmental Authority of the jurisdiction under the Laws in which the Bandstra Entities are incorporated;
(ix) a certificate from each of the Vendors stating that such Vendor is not a nonresident of Canada within the meaning of the Tax Act.
(x) share certificates representing the Shares, free and clear of Encumbrances, duly endorsed in blank or accompanied by forms of share transfers or other instruments of transfer duly executed in blank;
(xi) written confirmation acceptable to the Purchaser confirming that the PreClosing Reorganization Transactions have occurred and all consents, resolutions, waivers and agreements required under any applicable Laws, and such applicable entities' constating documents required to give effect to Pre-Closing Reorganization Transactions shall have been delivered to the Purchaser;
(xii) such other documents or instruments as the Purchaser reasonably requests.

6.3 Conditions to Obligations of the Vendors

The obligations of the Vendors to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or the Vendors' waiver, at or before the Closing, of each of the following conditions:

(a) Representations and Warranties . The representations and warranties of the Purchaser contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).
(b) Compliance with Agreement . The Purchaser shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it before or on the Closing Date.
(c) No Regulatory Restriction . No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.
(d) Closing Deliveries . The Vendors shall have received the following:
(i) the Transaction Documents executed and delivered by the parties thereto;
(ii) the Solicitors for the Vendors shall have received the Purchase Price by wire transfer in immediately available funds subject to such holdbacks or payout requirements as are agreed to in advance by the Solicitors for the Purchaser and the Solicitors for the Vendors;
(iii) a certificate of an officer of the Purchaser certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and
(iv) such other documents or instruments as the Vendors reasonably request.

ARTICLE VII INDEMNIFICATION

7.1 Survival

Subject to the limitations and other provisions of this Agreement, the representations and warranties set out herein shall survive the Closing and shall remain in full force and effect until the date that is 24 months from the Closing Date; provided that the representations and warranties in: (i) Section 3.1, Section 3.2, Section 3.3, Section 3.4, Section 3.30, Section 4.1, Section 4.2, Section 4.3, Section 4.4 and Section 4.6 (each a " Fundamental Representation ") shall survive indefinitely; (ii) Sections 3.16(c), 3.16(e)(iii), 3.16(t) and 3.24 shall survive for a period of eighteen (18) months with respect to any Environmental matters pertaining to Real Property and three (3) years with respect to Environmental matters not pertaining to Real Property, and (iii) Section 3.27 shall survive for the full period of the applicable limitation period (giving effect to any waiver or extension thereof) plus 60 days. All covenants and agreements of the parties set out herein shall survive the Closing indefinitely or for the period explicitly specified therein. No Indemnifying Party shall have any obligation to indemnify the Indemnified Party under this Article VII unless the Indemnified Party has delivered a notice of such indemnity claim asserting in good faith with reasonable specificity (to the extent known at such time) and in writing before the expiration date of the applicable survival period set out in this Section 7.1, in which case such claim(s) shall not thereafter be barred by the expiration of the relevant representation or warranty and such claim(s) shall survive until finally resolved or the expiry of the limitation period under applicable Law, whichever is sooner.

7.2 Indemnification by the Vendors

Subject to the other terms and conditions of this Article VII, the Vendors severally, and not jointly or jointly and severally, among all Parties comprising the Vendors in proportion to the proceeds received by each of them from the transaction set out in this Agreement shall indemnify and defend each of the Purchaser and its Affiliates (including the Bandstra Entities) and their respective Representatives (collectively, the " Purchaser Indemnitees ") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Purchaser Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Vendors contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Vendors under this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Vendors under this Agreement; or
(c) provided the Purchaser cooperates with the Vendors with respect to the finalization of any related transfers or filings contemplated by the Pre-Closing Reorganization as reasonably requested by the Vendors after the Closing Date, the Pre-Closing Transactions including, without limitation, all Losses related to:

(i) any failure to realize the treatment, values or amounts of capital gains or losses contemplated by the Pre-Closing Reorganization Transactions;
(ii) any redetermination of values of any assets included in the Pre-Closing Reorganization Transactions;
(iii) any redetermination of any amount of any capital or eligible dividends, the capital dividend account balance of any of the Bandstra Entities or the failure to file any elections contemplated by the Pre-Closing Reorganization Transactions; and
(iv) any liabilities relating to or arising from any of the assets transferred or otherwise contemplated by the Pre-Closing Reorganization Transactions; or
(d) any deficiencies in the corporate records required to be maintained by the Bandstra Entities in their respective minute books in accordance with applicable Laws including, without limitation, the issued and outstanding capital of each of the Bandstra Entities and their respective Affiliates; or
(e) the [specifics of litigiation claim redacted] .

7.3 Indemnification by the Purchaser

Subject to the other terms and conditions of this Article VII, Purchaser shall indemnify and defend each of the Vendors and their Affiliates and their respective Representatives (collectively, the " Vendor Indemnitees ") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, Vendor Indemnitees based upon, arising out of, with respect to or by reason of:

(a) any inaccuracy in or breach of any of the representations or warranties of the Purchaser contained in this Agreement or in any certificate or instrument delivered by or on behalf of the Purchaser under this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or
(b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by the Purchaser under this Agreement.

7.4 Certain Limitations

The indemnification provided for in Section 7.2 and Section 7.3 shall be subject to the following limitations:

(a) The Vendors shall not be liable to the Purchaser Indemnitees for indemnification under Section 7.2 until the aggregate amount of all Losses in respect of indemnification under Section 7.2(a) exceeds $250,000 (the " Basket ") and only in respect of individual Losses in an amount equal to or greater than $20,000, in which event the Vendors shall be

required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which the Vendors shall be liable under Section 7.2 or for any breach of representation or warranty under this Agreement shall not exceed ten percent (10%) of the Purchase Price (the " Cap ").

(b) The Purchaser shall not be liable to the Vendor Indemnitees for indemnification under Section 7.3 until the aggregate amount of all Losses in respect of indemnification under Section 7.3 exceeds the Basket and only in respect of individual Losses in an amount equal to or greater than $20,000, in which event the Purchaser shall be required to pay or be liable for all such Losses from the first dollar.
(c) Notwithstanding the foregoing, the limitations set forth in Section 7.4(a) and Section 7.4(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any Fundamental Representation or contemplated by Sections 7.2(c).
(d) Notwithstanding the foregoing, no Party shall have any liability to any other Party under this Article VII to the extent:
(i) that the Losses relate to a matter that has been specifically reserved or provided for in the Reference Balance Sheet (up to the amount set forth therein);
(ii) an Indemnified Party would be entitled to double recovery even though such claim may have resulted from the breach of more than one of the representations, warranties, agreements and covenants made by the Indemnifying Party;
(iii) that a Party had actual knowledge of the matter forming the basis of the claim for liability prior to Closing;
(iv) of any Tax benefit actually realized by the Indemnified Party as a result of the matters giving rise to the Indemnity Claim, provided that such Tax benefit is realized within two years after the relevant Losses are incurred; or
(v) that the Indemnified Party recovers under any insurance policy with respect to any Losses forming the subject matter of the Indemnity Claim and to the extent of insurance proceeds actually received under such insurance policy, net of any deductible and costs of collection and the net present value of any increase in annual insurance premiums.
(e) Each Party will use commercially reasonable efforts to mitigate any Losses for which an Indemnifying Party is required to indemnify the Indemnified Party hereunder. Without limiting the generality of the foregoing, the Purchaser will cause the Bandstra Entities to use commercially reasonable efforts to collect all Accounts Receivable that were existing as of the close of business on the Closing Date and that were included in the Reference Balance Sheet, provided that the Purchaser will not be required to cause the Bandstra Entities to use any collection procedures that are more aggressive than those employed by the Company prior to Closing for the collection of Accounts Receivable and, for

certainty, will not be required to engage a collection agency with respect to any such Accounts Receivable.

7.5 Indemnification Procedures

The party making a claim under this Article VII is referred to as the " Indemnified Party ", and the party against whom such claims are asserted under this Article VII is referred to as the " Indemnifying Party ".

(a) Third-Party Claims . If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a " Third-Party Claim ") against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, include copies of all material written evidence thereof and indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defence of any Third Party Claim at the Indemnifying Party's expense and by the Indemnifying Party's own counsel, and the Indemnified Party shall cooperate in good faith in such defence; provided that, if the Indemnifying Party is a Vendor, such Indemnifying Party shall not have the right to defend or direct the defence of any such Third Party Claim that: (i) is asserted directly by or on behalf of a Person that is a supplier or customer of any of the Bandstra Entities; or (ii) seeks an injunction or other equitable relief against the Indemnified Party. If the Indemnifying Party assumes the defence of any Third Party Claim, subject to Section 7.5(b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defence of any Third Party Claim with counsel selected by it subject to the Indemnifying Party's right to control the defence thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party; provided that, if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defences available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party, or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement or if the Indemnifying Party has received written notice from the Indemnified Party that the Indemnifying Party is failing to diligently prosecute the defence of such Third Party Claim and such failure has not been cured to the satisfaction

of the Indemnified Party (acting reasonably) within 10 days of such written notice, the Indemnified Party may, subject to Section 7.5(b), pay, compromise, or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. The Vendors and the Purchaser shall cooperate with each other in all reasonable respects in connection with the defence of any Third Party Claim, including making available (subject to the provisions of Section 5.1) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, such access to management employees of the non-defending party as may be reasonably necessary for the preparation of the defence of such Third Party Claim.

(b) Settlement of Third-Party Claims . Notwithstanding any other provision of this Agreement, in the event that the Indemnifying Party assumes the defence of a Third Party Claim in accordance with Section 7.5(a), the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 7.5(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within 10 days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and, in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume the defence of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defence under Section 7.5(a), it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).
(c) Direct Claims . Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a " Direct Claim ") shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defences by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim, and the Indemnified Party shall

assist the Indemnifying Party's investigation by giving such information and assistance (including access to any of the Bandstra Entities premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

7.6 Payments

Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable under this Article VII, the Indemnifying Party shall satisfy its obligations within 15 Business Days of such final, nonappealable adjudication by wire transfer of immediately available funds. The parties agree that, if the Indemnifying Party does not make full payment of any such obligations within such 15-Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to five percent (5%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.

7.7 Tax Treatment of Indemnification Payments

All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

7.8 Exclusive Remedies

Subject to Section 5.2 and Section 8.11, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or wilful misconduct on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be under the indemnification provisions set forth in this Article VII. In furtherance of the foregoing, subject to Section 5.2 and Section 8.11 each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except under the indemnification provisions set forth in this Article VII. Nothing in this Section 7.8 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's fraudulent, criminal or wilful misconduct.

ARTICLE VIII MISCELLANEOUS

8.1 Expenses

All Transaction Expenses shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred provided that if the Closing has occurred, in no event, shall the Bandstra Entities have paid or incurred any obligations in respect of any Transaction Expenses.

8.2 Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8.2):

If to the Vendors, to the Vendor's Designated Representative:

Rick Bandstra

[Contact information redacted]

Email: [Email address redacted] Attention: Rick Bandstra

with a copy to:

Mogan Daniels Slager LLP Suite 1700, 1185 West Georgia Street Vancouver, British Columbia V6E 4E6 Email: [email protected] Attention: Ben Slager

If to Purchaser:

MT Investments Inc. #121A, 31 Southridge Dr. Okotoks, Alberta T1S 2N3 Facsimile: (403) 995-5296 Email: [email protected] Attention: P. Stephen Clark

with a copy to:

Field LLP 400, 444 – 7[th] Avenue SW Calgary, Alberta T2P 0X8 Facsimile: (403) 264-7084 Email: [email protected] Attention: Sean R. MacLachlan

8.3 Interpretation

For purposes of this Agreement: (a) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) 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 (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. 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. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

8.4 Headings

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

8.5 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

8.6 Entire Agreement

This Agreement, the other Transaction Documents and the Confidentiality Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including, for greater certainty, the letter of intent dated March 14, 2019 among Mullen Group Ltd. and the Vendors. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

8.7 Successors and Assigns

This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective trustees, legal representatives, successors and permitted assigns, as applicable. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld, conditioned or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

8.8 No Third-Party Beneficiaries

Except as provided in Article VII, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

8.9 Amendment and Modification; Waiver

This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8.10 Governing Law; Forum; Choice of Language

(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 arising out of or based upon this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby may be brought in the courts of the Province of British Columbia, and each party irrevocably submits and agrees to attorn to the non-exclusive jurisdiction of that court in any such Action. The parties irrevocably and unconditionally waive any objection to the venue of any Action or proceeding in that court and irrevocably waive and agree not to plead or claim in that court that such Action has been brought in an inconvenient forum.

8.11 Specific Performance

The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

8.12 Vendors’ Disclosure

Disclosure by the Vendors of a matter or thing in any Schedule, Exhibit or any part of the body of this Agreement shall be deemed to be disclosure for all purposes in this Agreement, including, without limitation, for the purposes of qualifying the representations and warranties of the Vendors contained in Article 3 hereof, whether or not specifically referenced as such.

8.13 Counterparts

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

[Signature Page Follows]

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.

MT INVESTMENTS INC.

Per: " Murray Mullen "_____ Name: Murray Mullen Title: CEO & President

BANDSTRA TRANSPORTATION SYSTEMS LTD.

Per: " Philip Bandstra" Name: Philip Bandstra Title: President

BANDSTRA HOLDINGS LTD.

Per: " Dick Bandstra" Name: Dick Bandstra Title: President

"Sidney J. Bandstra"

SIDNEY J. BANDSTRA

" Jack S. Bandstra "

JACK S. BANDSTRA

"Philip J. Bandstra "

PHILIP J BANDSTRA

"Margaret Bandstra "

MARGARET BANDSTRA

"Dick Bandstra"

DICK BANDSTRA

" Ronald J. Bandstra"

RONALD J. BANDSTRA

" Richard N. Bandstra "

RICHARD N. BANDSTRA

"John Bandstra Jr."

JOHN BANDSTRA, JR.

" Kevin J. Bandstra"

KEVIN J. BANDSTRA

" John R. Bandstra"

JOHN R. BANDSTRA

1213295 B.C. LTD.

Per: "John Bandstra Jr." Name: John Bandstra, Jr. Title: Director

EXHIBIT A VENDORS, VENDORS' SHARES AND ALLOCATION OF PURCHASE PRICE

[Redacted]

EXHIBIT B

BANK ACCOUNT INFORMATION

[Redacted]

EXHIBIT C

FORM OF NON-COMPETITION AGREEMENT

[Redacted]

EXHIBIT D

FORM OF SPECIFIC RELEASE

[Redacted]

EXHIBIT E

FORM OF RESIGNATION AND RELEASE

[Redacted]

EXHIBIT F

PRE-CLOSING REORGANIZATION TRANSACTIONS

[Redacted]

EXHIBIT G

PERMITTED ENCUMBRANCES

[Redacted]

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Section 2.5(f) – Specific Payment Deemed Not to be Leakage

[Redacted]

Section 3.2 – Licensed Jurisdictions of BTSL

[Redacted]

Section 3.3 – Licensed Jurisdictions of BHL

[Redacted]

Section 3.4 – Restrictions on Transfer of Shares

[Redacted]

Section 3.6 – Consents

[Redacted]

Section 3.7 – Financial Statements

[Redacted]

Section 3.8 – Undisclosed Liabilities

[Redacted]

Section 3.9 – No Guarantees

[Redacted]

Section 3.10 – Long Term Debt and Indebtedness for Borrowed Money

[Redacted]

Section 3.13 – Absence of Certain Changes, Events and Conditions

[Redacted]

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Section 3.14(a) – Material Contracts

[Redacted]

Section 3.15 – Encumbrances on Title Other than Permitted Encumbrances

[Redacted]

Section 3.16(d) – Real Property

[Redacted]

Section 3.18(a) – Intellectual Property

[Redacted]

Section 3.18(b) – Corporate IP Agreements

[Redacted]

Section 3.19 – Reserve for Bad Debts

[Redacted]

Section 3.20 – Customer Relationship Changes

[Redacted]

Section 3.21 – Insurance

[Redacted]

Section 3.22 – Legal Proceedings; Governmental Orders

[Redacted]

Section 3.23 – Permits

[Redacted]

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Section 3.24(b) – Environmental Permits and Release of Hazardous Substances

[Redacted]

Section 3.24(h) – Active and Abandoned Storage Tanks

[Redacted]

Section 3.25(a) – Benefit Plans

[Redacted]

Section 3.26(a) – List if Employees and Independent Contractors

[Redacted]

Section 3.26(b) – Contracts providing for Severance

[Redacted]

Section 3.26(c) – Collective Agreement

[Redacted]

Section 3.26(e) – Unfair Labour Complaints

[Redacted]

Section 3.26(f) – Collective Bargaining

[Redacted]

Section 3.26(h) – Employee Claims

[Redacted]

Section 3.26(k) – Occupational Health and Safety Matters

[Redacted]

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Section 3.28(a) – Related Party Transactions

[Redacted]

Section 4.2 – Purchaser's Consents

[Redacted]

14252031-1

AI assistant

Mullen Group Ltd. — Merger & Acquisition 2021

46434_rns_2021-04-26_dd430b86-c1f3-4712-855d-eb3e26eb9d6a.pdf

SHARE PURCHASE AGREEMENT

Dated Effective April 16, 2021

TABLE OF CONTENTS

Exhibits

SHARE PURCHASE AGREEMENT

BANDSTRA TRANSPORTATION SYSTEMS LTD ., a corporation

RECITALS:

ARTICLE I DEFINITIONS

1.1 Definitions

ARTICLE II PURCHASE AND SALE

2.1 Purchase and Sale

2.2 Purchase Price

2.3 Payment of the Purchase Price

2.4 [ Intentionally Omitted ]

2.5 Locked Box

2.6 Vendors' Designated Representative

2.7 Closing

ARTICLE III REPRESENTATIONS AND WARRANTIES OF VENDORS

3.1 Due Execution, Authorization and Validity of Agreement re Vendors and Corporate Status of Newco

3.2 Corporate Status and Extra-Provincial Registration of BTSL

3.3 Corporate Status and Extra-Provincial Registration of BHL

3.4 Capitalization

BTSL

BHL

3.5 No Subsidiaries

3.6 No Conflicts; Consents

3.7 Financial Statements

3.8 Undisclosed Liabilities

3.9 No Guarantees

3.10 Long Term Debt and Indebtedness for Borrowed Money

3.11 Off Balance Sheet Arrangements

3.12 Bank Accounts

3.13 Absence of Certain Changes, Events and Conditions and Conduct Prior to Closing

3.14 Material Contracts

3.15 Title

3.16 Real Property; Leases

3.17 Condition and Sufficiency of Assets

3.18 Intellectual Property

3.19 Accounts Receivable

3.20 Customers

3.21 Insurance

3.22 Legal Proceedings; Governmental Orders

3.23 Compliance with Laws; Permits

3.24 Environmental Matters

3.25 Benefit Plans

3.26 Employment Matters

3.27 Taxes

3.28 Related Party Transactions

3.29 Books and Records

3.30 Brokers

3.31 Transaction Expenses

3.32 Anti-Money Laundering and Anti-Corruption Practices

3.33 Full Disclosure

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER

4.1 Corporate Status and Authorization of Purchaser

4.2 No Conflicts; Consents

4.3 Brokers

4.4 Sufficiency of Funds

4.5 Legal Proceedings

4.6 Competition Act

4.7 Residency

ARTICLE V COVENANTS

5.1 Confidentiality

5.2 Personal Information Privacy

5.3 Approvals and Consents

5.4 Books and Records

5.5 Benefit Plans and Employees

5.6 Pre-Closing Tax Period

5.7 Public Announcements

5.8 Confidential Communications

5.9 Further Assurances

ARTICLE VI CONDITIONS TO CLOSING

6.1 Conditions to Obligations of All Parties

6.2 Conditions to Obligations of the Purchaser

6.3 Conditions to Obligations of the Vendors

ARTICLE VII INDEMNIFICATION

7.1 Survival

Mullen Group Ltd. Merger & Acquisition 2021