Mullen Group Ltd. — Merger & Acquisition 2021

Jun 30, 2021

EXECUTION VERSION

SHARE PURCHASE AGREEMENT

Dated Effective 12:01 a.m. (EDT) on June 22, 2021

MULLEN GROUP LTD. (the Purchaser) and ROBERT M. MCDONALD BRENT BYERS LANCE NORMAN SCOTT CASSON RON BURKE R.M. MCDONALD FAMILY TRUST BRENT BYERS FAMILY TRUST SCOTT CASSON FAMILY TRUST LANCE NORMAN FAMILY TRUST DONBERT INC. ENTBRE INC. CASLAN INC. TREBYE INC. (the Vendors) and

2189183 ONTARIO INC. 2189188 ONTARIO INC. ALDBOR INC. BREGIN INC. SCONAL INC. APPS TRANSPORT GROUP INC. APPS CARGO TERMINALS INC. APPS CARTAGE INC. (the APPS Entities)

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TABLE OF CONTENTS

ARTICLE I DEFINITIONS .......................................................................................................................7	ARTICLE I DEFINITIONS .......................................................................................................................7
1.1	Definitions ......................................................................................................................................... 7
ARTICLE II PURCHASE AND SALE ....................................................................................................... 22
2.1	Purchase and Sale ........................................................................................................................... 22
2.2	Purchase Price ................................................................................................................................. 22
2.3	Payment of the Purchase Price ....................................................................................................... 22
2.4	Related Party Debt .......................................................................................................................... 25
2.5	Purchase Price Adjustments ........................................................................................................... 25
2.6	Locked Box ...................................................................................................................................... 28
2.7	Vendors' Designated Representative .............................................................................................. 30
2.8	Closing ............................................................................................................................................. 31
ARTICLE III REPRESENTATIONS AND WARRANTIES OF VENDORS........................................................ 31
3.1	Due Execution, Authorization and Validity of Agreement re Vendors ........................................... 31
3.2	Corporate Status and Extra-Provincial Registration of APPS .......................................................... 32
3.3	Corporate Status and Extra-Provincial Registration of APPS Cargo ................................................ 32
3.4	Corporate Status and Extra-Provincial Registration of APPS Cartage ............................................. 32
3.5	Capitalization .................................................................................................................................. 33
3.6	Share Ownership ............................................................................................................................. 38
3.7	Securities Laws ................................................................................................................................ 38
3.8	No Subsidiaries ................................................................................................................................ 39
3.9	No Conflicts; Consents .................................................................................................................... 39
3.10	Financial Statements ....................................................................................................................... 39
3.11	Undisclosed Liabilities ..................................................................................................................... 40
3.12	No Guarantees ................................................................................................................................ 40
3.13	Long Term Debt and Indebtedness for Borrowed Money .............................................................. 41
3.14	Off Balance Sheet Arrangements .................................................................................................... 41
3.15	Bank Accounts ................................................................................................................................. 41
3.16	Absence of Certain Changes, Events and Conditions and Conduct Prior to Closing....................... 41
3.17	Material Contracts .......................................................................................................................... 44
3.18	Title ................................................................................................................................................. 46
3.19	Real Property; Leases ...................................................................................................................... 46
3.20	Condition and Sufficiency of Assets ................................................................................................ 49
3.21	Intellectual Property ....................................................................................................................... 50
3.22	Privacy ............................................................................................................................................. 51

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3.23	Cybersecurity .................................................................................................................................. 51
3.24	Accounts Receivable ....................................................................................................................... 51
3.25	Customers ....................................................................................................................................... 52
3.26	Insurance ......................................................................................................................................... 52
3.27	Legal Proceedings; Governmental Orders ...................................................................................... 53
3.28	Compliance with Laws; Permits ...................................................................................................... 53
3.29	Environmental Matters ................................................................................................................... 53
3.30	Benefit Plans ................................................................................................................................... 54
3.31	Employment Matters ...................................................................................................................... 55
3.32	Taxes ............................................................................................................................................... 57
3.33	Related Party Transactions ............................................................................................................. 60
3.34	Books and Records .......................................................................................................................... 61
3.35	Brokers ............................................................................................................................................ 61
3.36	Transaction Expenses ...................................................................................................................... 61
3.37	Anti-Money Laundering and Anti-Corruption Practices ................................................................. 61
3.38	No Operations ................................................................................................................................. 62
3.39	Full Disclosure ................................................................................................................................. 62
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER .................................................... 62
4.1	Corporate Status and Authorization of Purchaser .......................................................................... 62
4.2	No Conflicts; Consents .................................................................................................................... 63
4.3	Brokers ............................................................................................................................................ 63
4.4	Sufficiency of Funds ........................................................................................................................ 63
4.5	Legal Proceedings ........................................................................................................................... 63
4.6	Residency ........................................................................................................................................ 64
4.7	Consideration Shares ...................................................................................................................... 64
ARTICLE V COVENANTS .................................................................................................................... 64
5.1	Pre-Closing Reorganization Transactions ........................................................................................ 64
5.2	Conduct of Business Before the Closing. ........................................................................................ 64
5.3	Access to Information ..................................................................................................................... 65
5.4	Notice of Certain Events ................................................................................................................. 65
5.5	Confidentiality ................................................................................................................................. 66
5.6	Personal Information Privacy .......................................................................................................... 67
5.7	Approvals and Consents .................................................................................................................. 67
5.8	Regulatory Approvals ...................................................................................................................... 67
5.9	Approval to Listing and Issuance of Consideration Shares ............................................................. 67

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5.10	Benefit Plans and Employees .......................................................................................................... 67
5.11	Pre-Closing Tax Period .................................................................................................................... 68
5.12	Public Announcements ................................................................................................................... 69
5.13	Further Assurances ......................................................................................................................... 69
5.14	Tax Elections ................................................................................................................................... 69
ARTICLE VI CONDITIONS TO CLOSING ............................................................................................... 69
6.1	Conditions to Obligations of All Parties .......................................................................................... 69
6.2	Conditions to Obligations of the Purchaser .................................................................................... 70
6.3	Conditions to Obligations of the Vendors ....................................................................................... 73
6.4	Satisfaction of Conditions Precedent .............................................................................................. 75
ARTICLE VII INDEMNIFICATION ......................................................................................................... 75
7.1	Survival ............................................................................................................................................ 75
7.2	Indemnification by the Vendors ..................................................................................................... 76
7.3	Indemnification by the Purchaser ................................................................................................... 77
7.4	Certain Limitations .......................................................................................................................... 77
7.5	Indemnification Procedures ............................................................................................................ 79
7.6	Payments ......................................................................................................................................... 81
7.7	Tax Treatment of Indemnification Payments ................................................................................. 81
7.8	Effect of Investigation ..................................................................................................................... 81
7.9	Exclusive Remedies ......................................................................................................................... 81
ARTICLE VIII TERMINATION .............................................................................................................. 82
8.1	Events of Termination ..................................................................................................................... 82
8.2	Effect of Termination ...................................................................................................................... 82
ARTICLE IX MISCELLANEOUS ............................................................................................................. 83
9.1	Expenses.......................................................................................................................................... 83
9.2	Notices ............................................................................................................................................ 83
9.3	Interpretation.................................................................................................................................. 84
9.4	Accounting Principles ...................................................................................................................... 84
9.5	Headings .......................................................................................................................................... 84
9.6	Severability ...................................................................................................................................... 84
9.7	Entire Agreement ............................................................................................................................ 84
9.8	Assignment ...................................................................................................................................... 85
9.9	Set-Off ............................................................................................................................................. 85
9.10	Successors and Assigns ................................................................................................................... 85
9.11	No Third-Party Beneficiaries ........................................................................................................... 85

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9.12	Amendment and Modification; Waiver .......................................................................................... 85
9.13	Governing Law; Forum; Choice of Language .................................................................................. 85
9.14	Specific Performance ...................................................................................................................... 86
9.15	Counterparts ................................................................................................................................... 86

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 Permitted Encumbrances G Form of Escrow Agreement H Pre-Closing Reorganization Transactions I Working Capital Calculation J Donbert Debt, Entbre Debt and Caslan Debt Amounts

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT dated effective as of 12:01 a.m. (EDT) on the 22[nd] day of June, 2021,

AMONG :

MULLEN GROUP LTD. , a corporation incorporated under the laws of the Province of Alberta (the " Purchaser ")

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ROBERT M. MCDONALD , an individual residing in the City of Toronto in the Province of Ontario (" McDonald ")

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BRENT BYERS , an individual residing in the Town of Caledon in the Province of Ontario (" Byers ")

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LANCE NORMAN , an individual residing in the Town of Oakville in the Province of Ontario (" Norman ")

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SCOTT CASSON , an individual residing in the City of Etobicoke in the Province of Ontario (" Casson ")

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RON BURKE , an individual residing in the City of Toronto in the Province of Ontario (" Burke ")

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R.M. MCDONALD FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" McDonald Trust ")

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BRENT BYERS FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Byers Trust ")

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SCOTT CASSON FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Casson Trust ")

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• and -

LANCE NORMAN FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Norman Trust ")

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DONBERT INC. , a corporation incorporated under the laws of the Province of Ontario (" Donbert ")

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ENTBRE INC. , a corporation incorporated under the laws of the Province of Ontario (" Entbre ")

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CASLAN INC. , a corporation incorporated under the laws of the Province of Ontario (" Caslan ")

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TREBYE INC. , a corporation incorporated under the laws of the Province of Ontario (" Trebye ")

(McDonald, Byers, Norman, Casson, Burke, McDonald Trust, Byers Trust, Casson Trust, Norman Trust, Donbert, Entbre, Caslan and Trebye referred to collectively as the " Vendors ")

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2189183 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario (" RobCo ")

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2189188 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario (" BrentCo ")

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ALDBOR INC. , a corporation incorporated under the laws of the Province of Ontario (" Aldbor ")

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BREGIN INC. , a corporation incorporated under the laws of the Province of Ontario (" Bregin ")

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SCONAL INC. , a corporation incorporated under the laws of the Province of Ontario (" Sconal ")

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APPS TRANSPORT GROUP INC. , a corporation incorporated under the laws of the Province of Ontario (" APPS ")

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APPS CARGO TERMINALS INC. , a corporation incorporated under the laws of Canada (" APPS Cargo ")

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APPS CARTAGE INC. , a corporation incorporated under the laws of the Province of Ontario (" APPS Cartage ")

RECITALS:

1. Each of the Vendors is or will be at the Closing Time the owner of, beneficially and/or of record, or exercises or will exercise at the Closing Time control or direction over, the number of issued and outstanding shares of APPS, RobCo, BrentCo, Aldbor, Bregin and/or Sconal as the case may be, (the " Purchased Shares ") set forth next to such Vendor's name in Exhibit A.

2. Each of the Vendors wishes to sell and the Purchaser wishes to purchase all of the Purchased Shares owned by such Vendor such that upon Closing the Purchaser will own 100% of the issued and outstanding Purchased Shares 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) " Accountant " means Render & Partners LLP Chartered Professional Accountants.

• (b) " 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 APPS Entities in respect of the Business, determined in accordance with GAAP.

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• (c) " 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.

• (d) " Advance Ruling Certificate " means an advance ruling certificate issued by the Commissioner pursuant to section 102 of the Competition Act to the effect that the Commissioner is satisfied that he or she would not have sufficient grounds upon which to apply to the Competition Tribunal for an order under section 92 of the Competition Act in respect of the transactions contemplated under this Agreement.

• (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. The Vendors shall be deemed not to be Affiliates.

• (f) " Agreement " means this Share Purchase Agreement as may be amended or restated from time to time.

• (g) " Aldbor Shares " means the 100 issued and outstanding Class A Common Shares of Aldbor.

• (h) " Applicable Securities Law " means all applicable securities laws in each of the provinces and territories of Canada and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws of the Securities Regulatory Authorities.

• (i) " APPS " has the meaning set forth in the recitals provided that, for the purpose of Article III (other than Section 3.5) APPS shall also include all its Subsidiaries.

• (j) " APPS Cargo Shares " means the 900 issued and outstanding Class A Common Shares of APPS Cargo.

• (k) " APPS Cartage Shares " means the 2 issued and outstanding Common Shares of APPS Cartage.

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• (l) " APPS Entities " means APPS, RobCo, BrentCo, Aldbor, Bregin, Sconal, APPS Cargo and APPS Cartage.

• (m) " APPS Executive " means each of Rob McDonald, Lance Norman, Brent Byers, Scott Casson and Ron Burke.

• (n) " 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.

• (o) " Assessment " has the meaning set forth in Section 5.11(c).

• (p) " Assets " means all of the assets, real and personal, tangible and intangible of the APPS Entities.

• (q) " Auditor " has the meaning set forth in Section 2.5(b).

• (r) " 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 APPS Entities, or any spouses, dependents or survivors of any employee or former employee of any of the APPS Entities, or in respect of which any of the APPS 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 shortterm 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 APPS 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.

• (s) " Bonus Payable " has the meaning set forth in Section 2.5(a).

• (t) " Books and Records " means: (a) all of the APPS 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 APPS Entities commencing after the Tax year ended May 31, 2014 excluding the

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Assessment for the most recently completed financial period; (b) the corporate records of each of the APPS 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 APPS 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 APPS Entities, the Vendors or an Affiliate thereof, including all data and information stored electronically or on computer related media.

• (u) " Bregin Shares " means the 100 issued and outstanding Class A Common Shares of Bregin.

• (v) " BrentCo Shares " means the 1 issued and outstanding Class A Common Share, the 10,000,000 issued and outstanding Class B Special Shares, the 20 issued and outstanding Class C Special Shares, the 68,358 issued and outstanding Class B Common Shares as at the effective time of this Agreement and the additional 8,646.47 Class A Common Shares to be issued prior to the Closing Time, of BrentCo.

• (w) " Business " means trucking, transloading, brokerage, warehousing and logistics services including less-than-truckload, truckload, container hauling, cross border, refrigerated service, and specialized logistics.

• (x) " Business Day " means any day except Saturday, Sunday or any other day on which banks located in the City of Toronto are authorized or required by Law to be closed for business.

• (y) " Capital Lease " means a lease in which the lessor transfers substantially all of the benefits and risks incident to ownership of the applicable property to the lessee.

• (z) " Caslan Debt " has the meaning set forth in Section 2.3(a)(iii) in the estimated amount set out in Exhibit J.

• (aa) " CFPOA " has the meaning set forth in Section 3.37(b).

• (bb) " Closing " has the meaning set forth in Section 2.8.

• (cc) " Closing Date " has the meaning set forth in Section 2.8.

• (dd)

• " Closing Payment " has the meaning set forth in Section 2.3(a)(iii).

• (ee) " Closing Time " means 2:00 p.m. (Mississauga 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.

• (ff) " 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

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bargaining agent or affiliated bargaining agent, which would cover any of the Employees.

• (gg) " Commissioner " means the Commissioner of Competition appointed under the Competition Act or any Person authorized to exercise the powers and perform the duties of the Commissioner of Competition.

• (hh) " Competition Act " means the Competition Act (Canada).

• (ii) " Competition Act Approval " means:

• (i) the Commissioner shall have issued (and not rescinded) an Advance Ruling Certificate to the Purchaser; or

• (ii) both of (i) the expiry or termination of the applicable waiting period (including any extension of such waiting period) under section 123 of the Competition Act, or the waiver of the obligation to provide a pre-merger notification in accordance with section 113(c) of the Competition Act and (ii) the Commissioner shall have issued (and not rescinded or amended) a No-Action Letter to Purchaser.

• (jj) " Consideration Shares " means 750,000 Purchaser Shares.

• (kk) " 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.

• (ll) " Corporate IP " means all Intellectual Property that is owned or used by the APPS Entities in the Business.

• (mm) " 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 APPS Entities is a party, beneficiary or otherwise bound.

• (nn) " 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.

• (oo) " Corporate Vendors " means together Donbert, Entbre, Caslan and Trebye.

• (pp) " CTA " means the Canada Transportation Act (Canada);

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• (qq) " CTA Approval " means notification of the transaction contemplated by this Agreement shall have been provided to the Minister of Transport pursuant to section 53.1(1) of the CTA and:

• (i) the Minister of Transport has given notice pursuant to section 53.1(4) of the CTA of his or her opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation, or

• (ii) the Governor in Council has approved the transactions contemplated by this Agreement pursuant to section 53.2(7) of the CTA;

• (rr) " Current Assets " means the current assets of the APPS Entities on a consolidated basis to the extent any such item is considered to be a current asset in accordance with GAAP.

• (ss) " Current Liabilities " means the current liabilities (excluding the current portion of all Long Term Debt) of the APPS Entities on a consolidated basis to the extent any such item is considered to be a current liability in accordance with GAAP.

• (tt) " Direct Claim " has the meaning set forth in Section 7.5(c).

• (uu) " 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.

• (vv) " Disposal " means any disposal by any means, including dumping, incineration, spraying, pumping, injecting, depositing or burying.

• (ww) " Dollars " or " $ " means the lawful currency of Canada.

• (xx) " Donbert Debt " has the meaning set forth in Section 2.3(a)(iii) in the estimated amount set out in Exhibit J.

• (yy) " Employees " means those individuals employed by any of the APPS Entities on the date of this Agreement.

• (zz) " 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

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nature thereof, affecting any of the APPS Entities, the Purchased Shares or the Assets.

• (aaa) " Entbre Debt " has the meaning set forth in Section 2.3(a)(iii) in the estimated amount set out in Exhibit J.

• (bbb) " 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 APPS Entities, and " Environmental " shall have a corresponding meaning.

• (ccc) " 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.

• (ddd) " Environmental Notice " means any written directive, investigation, proceeding, letter or other written communication from any Governmental Authority relating to non-compliance or potential non-compliance with or breach of or potential breach of any Environmental Law or Environmental Permit.

• (eee) " 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 Governmental Authority under any Environmental Law.

• (fff) " Equipment Lease " means any Capital Lease and Operating Lease in respect of Transportation Equipment and listed in Section 3.17(a) of the Disclosure Schedules.

• (ggg) " Escrow Agent " means Field LLP.

• (hhh) " Escrow Agreement " means the escrow agreement to be entered into by the Purchaser, the Escrow Agent and the Vendors' Designated Representative on the Closing Date, substantially in the form attached hereto as Exhibit G;

• (iii) " Executive Employment Agreements " means executive employment agreements to be entered into by the Purchaser and each APPS Executive, in form and substance acceptable to each party acting reasonably and that include, among other terms; (i) a term of one-year; and (ii) base salary and benefits substantially the same as each APPS Executive's base salary and benefits prior to Closing.

• (jjj) " FACFOA " has the meaning set forth in Section 3.37(b).

• (kkk) " FCPA " has the meaning set forth in Section 3.37(b).

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• (lll) " Final Balance Sheet " means the combined balance sheet of the APPS Entities as at the last moment on the day before the Closing Date prepared in accordance with Section 2.5.

• (mmm) " Final Certificate " has the meaning set forth in Section 2.5(g).

• (nnn) " Financial Statements " means the audited consolidated financial statements of the APPS Entities (excluding RobCo, BrentCo, Aldbor, Bregin and Sconal) for the financial period ended May 31, 2020 (the " Locked Box Date ") and the interim management prepared consolidated financial statements of the APPS Entities (excluding RobCo, BrentCo, Aldbor, Bregin and Sconal) for the financial period ended April 30, 2021 (without notes) and consisting of a consolidated statement of financial position (the May 31, 2020 statement is herein the " Reference Balance Sheet "), consolidated statement of income and retained earnings, consolidated statement of cash flows and the related notes thereto.

• (ooo) " Fundamental Representation " has the meaning set forth in Section 7.1.

• (ppp) " 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 (ASPE), at the relevant time, applied on a consistent basis.

• (qqq) " 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.

• (rrr) " Governmental Order " means any order, writ, judgment, injunction, decree, stipulation, determination, award, decision, sanction or ruling entered by or with any Governmental Authority.

• (sss) " Gross Leakage " has the meaning set forth in Section 2.6(b).

• (ttt) " GST " means all taxes levied under Part IX of the Excise Tax Act (Canada).

• (uuu) " Hazardous Substance " means any material 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.

• (vvv) " Holdback Amount " has the meaning set forth in Section 2.3(b).

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(www) " 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 for greater certainty, includes all Capital Leases and excludes all Operating Leases; 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.

• (xxx) " Indemnified Party " has the meaning set forth in Section 7.5.

• (yyy) " Indemnifying Party " has the meaning set forth in Section 7.5.

• (zzz) " 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 APPS Entities, or any such individual's personal services company, and which individual or personal services company receives or received remuneration from any of the APPS Entities under a Contract for services; and (b) any individual who is an employee, officer or director of any of the APPS Entities, but who in the past was an individual who was not an employee, officer or director of any of the APPS Entities or any such individual's personal services company, and which individual or personal services company received remuneration from any of the APPS Entities under a Contract for services.

• (aaaa) " Insurance Policies " has the meaning set forth in Section 3.26.

• (bbbb) " 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 APPS Entities; (c) internet domain names, whether or not trade-marks, 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 ®,

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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 APPS Entities; (f) inventions, discoveries, trade secrets, business and technical information and know-how, 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, re-examinations, 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.

• (cccc) " 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.

• (dddd) " Leakage " has the meaning set forth in Section 2.6(a).

• (eeee) " Liabilities " has the meaning set forth in Section 3.11.

• (ffff) " Locked Box Date " has the meaning set forth in the definition of " Financial Statements " in this Article I.

• (gggg) " Long Term Debt " means all long term Indebtedness, including callable debt, Capital Leases (including the current portion thereof) and any other indebtedness that is long term in nature or would ordinarily be considered long term debt including amounts payable to Governmental Authorities relating to the period prior to the Closing Date but excluding, (i) Equipment Leases; and (ii) [Amount of Capital Leases Redacted] .

• (hhhh) " 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.

• (iiii) " Material Contracts " has the meaning set forth in Section 3.17(a).

• (jjjj) " Material Customers " has the meaning set forth in Section 3.25.

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• (kkkk) " No-Action Letter " means written confirmation from the Commissioner that he or she does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated under this Agreement.

• (llll) " Non-Competition Agreement " means the non-competition and non-solicitation agreement to be delivered by each of the Vendors at the Closing Time in the form of Exhibit C.

(mmmm) " Objection Notice " has the meaning set forth in Section 2.5(b).

• (nnnn) " Occupational Health and Safety Acts " means the Occupational Health and Safety Act (Ontario) 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.

• (oooo) " Operating Lease " means a lease in which the lessor does not transfer substantially all of the benefits and risk of ownership of the applicable property.

• (pppp) " 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 APPS Entities conducted in a manner consistent with the APPS Entities past practice and, for greater certainty, does not include business activities in relation to management adjustments to the Financial Statements.

• (qqqq) " Overage " has the meaning set forth in Section 2.5(h).

• (rrrr) " Party " means any party to this Agreement.

• (ssss) " Pension Plan " means a "registered pension plan" as that term is defined in section 248(1) of the Tax Act.

• (tttt) " Permits " means all permits, licences, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

• (uuuu) " 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

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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; and (j) Encumbrances listed in Exhibit F.

• (vvvv) " Person " means an individual, corporation, company, limited liability company, body corporate, partnership, joint venture, Governmental Authority, unincorporated organization, trust, association or other entity.

• (wwww) " 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 APPS 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 APPS Entities.

• (xxxx) " Pre-Closing Benefit Liability " means any and all payments for which any of the APPS Entities is liable, which is attributable to entitlements owed to Employees or former employees of any of the APPS 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 APPS 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 APPS 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).

• (yyyy)" Pre-Closing Reorganization Transactions " means the transactions more particularly described in Exhibit H.

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• (zzzz) " Pre-Closing Tax Periods " shall mean any Tax Period ending before the Closing and any pre-Closing portion of a Straddle Period.

• (aaaaa) " Purchase Price " has the meaning set forth in Section 2.2.

(bbbbb)" Purchased Shares " has the meaning set forth in the recitals.

(ccccc) " Purchaser " has the meaning set forth in the preamble.

(ddddd)" Purchaser Benefit Plans " has the meaning set forth in Section 5.10(a).

• (eeeee) " Purchaser Indemnitees " has the meaning set forth in Section 7.2.

• (fffff) " Purchaser Shares " means the common shares in the capital of the Purchaser.

• (ggggg) " Real Property " means the rights, title, estate and interest, present or future in and to the real property described in Section 3.19(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.

(hhhhh)" Real Property Lease " has the meaning set forth in Section 3.19(r).

• (iiiii) " Reference Balance Sheet " has the meaning set forth in the definition of " Financial Statements " in this Article I.

• (jjjjj) " Related Party " has the meaning set forth in Section 3.33(b).

• (kkkkk) " Related Party Debt " means all Liabilities owed by any of the APPS Entities to any of the Vendors or any other Related Party other than Liabilities owed by one or more of the APPS Entities to another of the APPS Entities.

• (lllll) " Related Person " has the meaning set forth in Section 3.33(a).

• (mmmmm) " 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.

• (nnnnn)" 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.

• (ooooo)" Representative " means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

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• (ppppp)" Resignation and Release " means the resignation and release to be delivered by each of the directors and officers (including Ron Burke) of each of the APPS Entities in the form attached as Exhibit E.

• (qqqqq)" RobCo Shares " means the 1 issued and outstanding Class A Common Share, the 10,000,000 issued and outstanding Class B Special Shares, the 20 issued and outstanding Class C Special Shares, the 87,229 issued and outstanding Class B Common Shares issued and outstanding at the effective time of this Agreement and the 4,652.8893 Class A Common Shares to be issued prior to the Closing Time, of RobCo.

• (rrrrr) " Sconal Shares " means the 1,700 issued and outstanding Class A Common Shares, the 20 issued and outstanding Class A Special Shares and the 1,000,000 issued and outstanding Class B Special Shares of Sconal.

• (sssss) " Securities Regulatory Authority " means the securities commissions or similar securities regulatory authorities of each of the provinces and territories of Canada.

• (ttttt) " SEMA " has the meaning set forth in Section 3.37(b).

• (uuuuu)" Shares " means, as at the effective time of this Agreement, the 5,100 issued and outstanding Class A Common Shares, the 2,600 issued and outstanding Class B Common Shares, the 850 issued and outstanding Class C Common Shares, the 850 issued and outstanding Class D Common Shares, the 600 issued and outstanding Class E Common Shares, the 1,000 issued and outstanding Class A Special Shares, the 71,356 issued and outstanding Class B Special Shares, the 60,000 issued and outstanding Class B1 Special Shares, the 375,849 issued and outstanding Class C Special Shares, the 160,084 Class D Special Shares, the 5,650 issued and outstanding Class E Special Shares the 154,434 issued and outstanding Class F Special Shares and the 172624.98 Class G Special Shares of APPS, and as at the Closing Time, the 817.4431 issued and outstanding Class E Common Shares, 71,356 issued and outstanding Class B Special Shares and 160,084 issued and outstanding Class D Special Shares, of APPS.

• (vvvvv) " Shareholders Equity " means the combined shareholders' equity of APPS, APPS Cargo, APPS Cartage, RobCo, BrentCo, Aldbor, Bregin and Sconal set out in the Final Balance Sheet.

" (wwwww) Shareholders Equity Target " means the amount of $ [Amount Redacted] .

• (xxxxx) " 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.

(yyyyy) " Solicitors for the Purchaser " means Field LLP.

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(zzzzz) " Solicitors for the Vendors " means Thompson, MacColl & Stacy LLP.

• (aaaaaa) " Specific Release " means the specific release to be delivered by each of the Vendors at the Closing Time in the form of Exhibit D.

• (bbbbbb) " Straddle Period " means any Tax Period beginning before the Closing and ending after the Closing.

• (cccccc)" Subsidiary " means any entity in which any of the APPS Entities holds any ownership interest.

• (dddddd) " 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.

(eeeeee) " Tax Act " means the Income Tax Act (Canada).

• (ffffff)" 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.

• (gggggg) " 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.

(hhhhhh) " Third Party Claim " has the meaning set forth in Section 7.5(a).

• (iiiiii) " Transaction Documents " means this Agreement, the Specific Release, the NonCompetition Agreement and the Resignation and Release.

• (jjjjjj) " Transaction Expenses " means all costs and expenses, including fees, disbursements and charges of counsel, financial advisors, accountants and other professional advisors, incurred in connection with this Agreement and the transactions contemplated hereby.

• (kkkkkk) "Transportation Equipment " means all containers, trucks, tractors, trailers, chassis, cranes, portable ramps, lifting equipment, rolling stock, modular office

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units, mobile office and storage trailers and all other transportation equipment, and includes all accessories and attachments thereto.

• (llllll) " Trusts " means collectively, the McDonald Trust, the Byers Trust, the Casson Trust and the Norman Trust.

• (mmmmmm) " TSX " means the Toronto Stock Exchange.

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

• (oooooo) " Vendors " has the meaning set forth in the preamble.

• (pppppp) " Vendors' Designated Representative " has the meaning set forth in Section 2.7(a).

• (qqqqqq) " Vendors' Knowledge " or any other similar knowledge qualification, means the actual knowledge of each Vendor and each director and officer of each of the APPS 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 APPS Entities.

• (rrrrrr) " Working Capital " means the amount by which Current Assets, exceeds (or are less than) Current Liabilities, and, for further clarity, Current Assets shall include the Donbert Debt, the Entbre Debt and the Caslan Debt and Working Capital shall be calculated in a manner consistent with the Working Capital calculation in Exhibit I.

" (ssssss) Working Capital Target " means the amount of $ [Amount Redacted] .

ARTICLE II PURCHASE AND SALE

2.1 Purchase and Sale

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

2.2 Purchase Price

Subject to adjustment in accordance with Section 2.4 and 2.5, the aggregate purchase price (the " Purchase Price ") payable by the Purchaser to the Vendors for the Purchased Shares shall be $75,000,000.

2.3 Payment of the Purchase Price

• (a) The Purchase Price shall be paid and satisfied as follows:

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• (i) at Closing, the Purchaser will issue or cause its transfer agent to issue the Consideration Shares to the Vendors, as set forth in Exhibit A, which shares shall be issued at a deemed price of $13.3333 per share;

• (ii) at or before the Closing Time, the Purchaser will pay to the Escrow Agent the Holdback Amount in the manner contemplated in Section 2.3(b) below, which shall be deemed to be received by each Vendor in accordance with their pro rata ownership of the Purchased Shares set forth in Exhibit A;

• (iii) at or before the Closing Time, the Purchaser will pay to the Solicitors for the Vendors by wire transfer, the amount calculated by the following formula (the " Closing Payment "):

A = B – C – D – E – F

WHERE:

• A = Amount payable to the Solicitors for the Vendors at the Closing Time

• B = $65,000,000

• C = Holdback Amount, as contemplated in Section 2.3(b)

• D = $ [Amount Redacted] , being the sum of:

• 1) the amount (hereinafter referred to as the " Casson Withholding ") that APPS Cartage would be required to withhold from the portion of the Purchase Price allocated in Exhibit A annexed hereto to the Class B Special Shares in the capital stock of APPS held by Casson as required by the Tax Act and the regulations made pursuant to the Tax Act and other applicable legislation on the assumption that the portion of the Purchase Price so allocated to those shares is paid as salary by APPS Cartage to Casson on the Closing Date being, for greater certainty, the amount of $ [Amount Redacted] ; and

• 2) the amount (hereinafter referred to as the " Norman Withholding ") that APPS Cartage would be required to withhold from the portion of the Purchase Price allocated in Exhibit A annexed hereto to the Class B Special Shares in the capital stock of APPS held by Norman as required by the Tax Act and the regulations made pursuant to the Tax Act and other applicable legislation on the assumption that the portion of the Purchase Price so allocated to those shares is paid as salary by APPS Cartage to Norman on the Closing Date being, for greater certainty, the amount of $ [Amount Redacted] ; and

• 3) the amount (hereinafter referred to as the " Burke Withholding ") that APPS Cartage would be required to withhold

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from the sum (in this Section 2.3(a)(iii)(D) being referred to as the " Total ") of the portion of the Purchase Price allocated in Exhibit A annexed hereto to the Class E Common Shares in the capital of APPS held by Ron, the portion of the Purchase Price allocated in Exhibit A annexed hereto to the Class A Common Shares in the capital stock of Robco held by Ron and the portion of the Purchase Price allocated in Exhibit A annexed hereto to the Class A Common Shares in capital stock of Brentco held by Ron as required by the Tax Act and the regulations made pursuant to the Tax Act and other applicable legislation on the assumption that the Total is paid as salary by APPS Cartage to Ron on the Closing Date being, for greater certainty, the amount of $ [Amount Redacted] .

• E = $ [Amount Redacted] being the sum of:

  • 1) the aggregate of all amounts each of which is an amount that Donbert owes to APPS, APPS Cartage or APPS Cargo (such aggregate amount owing by Donbert being hereinafter referred to as the " Donbert Debt "); and

  • 2) the aggregate of all amounts each of which is an amount that Entbre owes to APPS, APPS Cartage or APPS Cargo (such aggregate amount owing by Entbre being hereinafter referred to as the " Entbre Debt "); and

  • 3) the aggregate of all amounts each of which is an amount that Caslan owes to APPS, APPS Cartage or APPS Cargo(such aggregate amount owing by Caslan being hereinafter referred to as the " Caslan Debt ").

• F = $ [Amount Redacted] being the payout amount of all Capital Leases of the APPS Entities on the Closing Date, which amount shall be withheld and unconditionally released to the Purchaser;

• (b) At Closing $1,000,000 of the Purchase Price (the " Holdback Amount ") shall be deposited into escrow by the Purchaser with the Escrow Agent. The Holdback Amount is to be governed by and released in accordance with the Escrow Agreement.

• (c) At or before the Closing Time, the Purchaser will pay to APPS Cartage the amount that is equal to the sum of the Casson Withholding, the Norman Withholding and the Burke Withholding by wire transfer. The Purchaser shall cause APPS Cartage to remit the Casson Withholding, the Norman Withholding and the Burke Withholding to the applicable government authority at the time required by applicable legislation.

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• (d) At or before the Closing Time, the Purchaser will pay to APPS the portion of the Donbert Debt, the portion of the Entbre Debt, the portion of the Caslan Debt, owing to APPS.

• (e) At or before the Closing Time, the Purchaser will pay to APPS Cartage the portion of the Donbert Debt, the portion of the Entbre Debt and the portion of the Caslan Debt owing to APPS Cartage.

• (f) At or before the Closing Time, the Purchaser will pay to APPS Cargo the portion of the Donbert Debt, the portion of the Entbre Debt and the portion of the Caslan Debt owing to APPS Cargo.

2.4 Related Party Debt

Exhibit J sets out all the Related Party Debt. Immediately following the repayment of the Related Party Debt as contemplated in Sections 2.3(d), 2.3(e) and 2.3(f), the Related Party Debt of each of the APPS Entities shall be NIL.

2.5 Purchase Price Adjustments

• (a) Within eighty five (85) days following Closing, the Parties will:

• (i) arrange for the Accountants to prepare and deliver the Final Balance Sheet to the Purchaser and the Vendors' Designated Representative; and

• (ii) request that the Final Balance Sheet:

  • (A) include related notes;

  • (B) be prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in previous years including in preparation of the Financial Statements;

  • (C) present fairly and disclose all of the financial transactions of the APPS Entities for the period therein covered;

  • (D) without limiting the generality of the foregoing, include accruals of all outstanding obligations of every nature and kind whatsoever, including any and all legal fees and accounting fees incurred by the APPS Entities in connection with this Agreement and the transactions contemplated herein, accounting and audit fees and Tax Return preparation fees, bonuses (for the period commencing as of the first day following the last day of the most recently completed fiscal years of the APPS Entities to the Closing Date), deferred profit sharing obligations, holiday pay (hourly employees and salaried employees) and taxes, and an amount no less than $142,500 in respect of building repairs to the leased Real Property;

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• (E) be prepared on the basis that the assets and property of the APPS Entities are shown on a basis consistent with the financial statements of previous years except as mutually agreed by the Vendors' Designated Representative and the Purchaser in writing; and

• (F) include, as applicable, all dividends or bonuses, or both as determined by the Vendors (the " Bonus Payable "), payable in favour of the Vendors or any director, officer, employee, contractor or representative of the Vendors in such amount as results in any of the net earnings of APPS Entities for the period commencing as of the first day following the last day of the most recently completed fiscal year of APPS Entities to the Closing Date being distributed to the Vendors or any director, officer, employee, contractor or representative of the Vendors.

• (b) The Purchaser and the Vendors' Designated Representative shall have fifteen (15) Business Days from receipt of the Final Balance Sheet within which to review the Final Balance Sheet. For the purposes of this review, the Purchaser and the Vendors' Designated Representative shall each cause, to the extent it is within their control, the Accountant to permit the Purchaser and the Vendors' Designated Representative and their respective advisors to examine all documents and information used or prepared by the Accountant in connection with the preparation of the Final Balance Sheet and to have reasonable access to appropriate personnel of the APPS Entities to verify the accuracy and presentation and other matters relating to the preparation of the Final Balance Sheet. The Purchaser or the Vendors' Designated Representative may dispute any of the items in the Final Balance Sheet by written notice (an " Objection Notice ") to the other Party within the same fifteen (15) Business Days. If neither Party has delivered an Objection Notice within this fifteen (15) Business Day period, the Vendors and the Purchaser shall be deemed to have accepted the Final Balance Sheet. If either Party delivers an Objection Notice, the Vendors' Designated Representative and the Purchaser shall work expeditiously and in good faith in an attempt to resolve all of the items in dispute within fifteen (15) days of receipt of the Objection Notice. If all items in dispute are not resolved within this fifteen (15) day period, the Parties shall retain KPMG, or such other independent accounting firm as the Vendor's Representative and the Purchaser may agree (the " Auditor ") to resolve the remaining items in dispute.

• (c) Each Party shall furnish to the Auditor, those documents and information relating to the items in dispute, that are available to that Party or its auditors as the Auditor may require. The Parties shall instruct the Auditor that time is of the essence in proceeding with its determination of any dispute, and the decision of the Auditor with respect to any item in dispute is to be in writing and, absent any manifest error, is final and binding on the Vendors and the Purchaser with no rights of challenge, review or appeal to the courts in any manner. The Auditor, in making its determination of any dispute, is acting as an expert and not as an arbitrator and is not required to engage in a judicial inquiry worked out in a judicial manner.

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• (d) On agreement of the Parties or decision by the Auditor, as the case may be, with respect to all items in dispute, the Final Balance Sheet shall be deemed to be amended as may be necessary to reflect the agreement or the decision, as the case may be. In this event, references in this Agreement to the Final Balance Sheet will be references to the Final Balance Sheet, as so amended.

• (e) The Vendors collectively (and on a pro rata basis) shall be responsible for one-half of the fees and expenses of the Auditor (which shall be accounted for through the Holdback Amount) and the Purchaser shall be responsible for one-half of the fees and expenses of the Auditor, but each Party shall be responsible for its other own costs and expenses.

• (f) The Vendors acknowledge and agree that the Vendors' Designated Representative shall not be liable for any actions taken or omitted to be taken in accordance with this Section 2.5 except in the case of gross negligence, wilful misconduct or fraud of the Vendors' Designated Representative.

• (g) Promptly following the acceptance of the Final Balance Sheet by the Purchaser and the Vendors, or a final determination pursuant to Section 2.5(c), the Purchaser and the Vendors' Designated Representative will prepare, execute and deliver to the Escrow Agent a final certificate (the " Final Certificate ") pursuant to which the Purchaser and the Vendors' Designated Representative certify based on the Final Balance Sheet, the Working Capital, the Shareholders Equity, the actual value of the Caslan Debt, the actual value of the Donbert Debt and the actual value of the Entbre Debt and the final determination of the Purchase Price, which shall be:

• (i) increased, dollar for dollar, by the amount that the Working Capital is more than the Working Capital Target; or

• (ii) decreased, dollar for dollar, by the amount by which the Working Capital is less than the Working Capital Target,

• (iii) increased, dollar for dollar, by the amount that the actual value of the Caslan Debt is less than the estimated Caslan Debt set out in Exhibit J;

• (iv) increased, dollar for dollar, by the amount that the actual value of the Donbert Debt is less than the estimated Donbert Debt set out in Exhibit J;

• (v) increased, dollar for dollar, by the amount that the actual value of the Entbre Debt is less than the estimated Entbre Debt set out in Exhibit J;

provided that :

• (vi) no increase to the Purchase Price shall be made pursuant to Section 2.5(g)(i) in the event that Shareholders Equity is less than the Shareholders Equity Target; and

• (vii) no decrease to the Purchase Price shall be made in the event that the actual amount of any of the Caslan Debt, Donbert Debt or Entbre Debt is greater than

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the estimated amounts of such debt, and the Vendors shall forthwith pay any additional amount owing to any of Caslan for the Caslan Debt, Donbert for the Donbert Debt, or Entbre for the Entbre Debt and additionally, shall jointly and severally, indemnify and hold harmless the Purchaser against again claims for amounts owing by any of the APPS Entities to Caslan, Donbert or Entbre.

• (h) The adjustment to the Purchase Price pursuant to Section 2.5(g) shall be satisfied by the release of the Holdback Amount, pursuant to the terms of the Escrow Agreement and paid to the Vendors, in whole or in part, or retained by the Purchaser, in whole or in part, as applicable; provided that, if the Purchase Price, is decreased pursuant to Section 2.5(g)(ii) by an amount greater than the Holdback Amount (the difference being the " Overage "), each Vendor shall refund to the Purchaser, its proportionate share of the Overage from the Closing Payment (and for certainty, no Consideration Shares may be delivered in refund of the Overage).

• (i) Not more than fifteen (15) Business Days after delivery of the Final Balance Sheet to the Vendors' Designated Representative if no Objection Notice is delivered within the time limit therefor in Section 2.5(b) or, if an Objection Notice is delivered within the time limited therefor in Section 2.5(b), within 5 Business Days following the resolution of the dispute raised in such Objection Notice in the manner provided for in Section 2.5, the Vendors' Designated Representative and the Purchaser shall provide a written joint notice pursuant to the terms of the Escrow Agreement, for the Escrow Agent to release the Holdback Amount.

• (j) The Holdback Amount shall be held by the Escrow Agent in a non-interest-bearing account.

• (k) The proportions for all adjustments in this Agreement shall be based on the pro-rata value of the common Purchased Shares of the Apps Entities.

2.6 Locked Box

• (a) The Vendors have provided the Purchaser with the Reference Balance Sheet, and the Vendors 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 2.6 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 APPS Entities to or for the benefit of the Vendors, or any Related Person thereof;

• (ii) none of the APPS 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;

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• (iii) none of the APPS 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 APPS 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 APPS Entities have entered into a lease for Transportation Equipment other than any Equipment Lease entered into since the Locked Box Date;

• (vi) none of the APPS 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;

• (vii) no Encumbrance has been or will be created over any of the Assets of the APPS Entities in favour of or for the benefit of a Vendor or any Related Person thereof;

• (viii) no payments have been made by or on behalf of the APPS 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;

• (ix) no amounts owed to any APPS 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;

• (x) 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 APPS Entity to or for the benefit of a Vendor or any Related Person thereof;

• (xi) no Transaction Expenses relating to the sale of the Purchased 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 APPS Entity;

• (xii) no Vendor has agreed or committed or will agree or commit to take or omit any of the actions set out in Sections 2.6(a)(i) to 2.6(a)(xi) above (such actions each being referred to herein as " Leakage ").

• (b) Subject to Closing having taken place and notwithstanding Section 7.1, in the event of any Leakage, the Vendors shall, 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 2.6(b)(i) and

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2.6(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 2.6 (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) Notwithstanding Section 7.1 and Section 7.4, the Vendors hereby jointly and severally indemnify and hold harmless the Purchaser for any amounts owing or payable pursuant to Section 2.6 and agree to pay such amounts immediately upon demand. For greater clarity, the Basket shall not apply to amounts owing and payable pursuant to the Section 2.6.

• (d) The Vendors are not liable to make a payment under Section 2.6 unless the Purchaser has notified the Vendors in writing of its breach of Section 2.6, 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 from 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 2.6 shall have the effect of limiting, restricting or excluding any liability arising as a result of any fraud (or fraudulent misrepresentation).

• (f) Any payments made pursuant to Section 2.6 shall be treated as an adjustment to the Purchase Price by the parties for tax purposes, unless otherwise required by applicable Laws.

2.7 Vendors' Designated Representative

• (a) The Vendors shall ensure that at all times one Person be appointed as their representative (the " Vendors' Designated Representative ") in connection with certain matters related to this Agreement post-Closing and such Person agrees to be bound by and comply with the terms of this Agreement and the Vendors shall take all actions required to ensure that the Vendors' Designated Representative complies with and is bound by the terms of this Agreement. The Vendors hereby appoint Robert McDonald as the Vendors' Designated Representative who hereby accepts such appointment and agrees to be bound by and comply with the terms of this Agreement.

• (b) The Vendors' Designated Representative may, at the sole cost and expense of the Vendors, engage such other advisors as the Vendors' Designated Representative deems necessary in order to comply with the terms of this Agreement.

• (c) All obligations of the Purchaser under this Agreement to make a payment postClosing 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.

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• (d) The appointment of the Vendors' Designated Representative hereunder shall expire on the date that is twelve (12) months following the Closing Date.

• (e) 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.

2.8 Closing

• (a) Subject to the terms and conditions of this Agreement, the purchase and sale of the Purchased Shares contemplated hereby shall take place at a closing (the " Closing ") to be held at the Closing Time on June 24, 2021 (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.

• (c) For purposes of Closing, the Closing Payment and the other closing deliveries contemplated in Sections 6.2(n) and 6.3(e) may be delivered to the Solicitors for the Purchaser and the Solicitors for the Vendors, as the case may be, subject to such trust conditions as may be agreed to by the respective solicitors, it being acknowledged that the Closing Payment shall be subject to trust conditions requiring the payment therefrom of an amount sufficient to discharge and release all non-Permitted Encumbrances.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF VENDORS

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, each of the Vendors jointly and severally represent and warrant to the Purchaser that the statements contained in this Article III are true and correct as of the Closing Date.

3.1 Due Execution, Authorization and Validity of Agreement re Vendors

This Agreement has been properly executed and delivered by each of 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 Purchased 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.

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3.2 Corporate Status and Extra-Provincial Registration of APPS

APPS is a corporation incorporated and validly existing under the Laws of the Province of Ontario 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 APPS. APPS has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. APPS 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 APPS is licensed or registered to carry on business, and APPS 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 APPS 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 APPS Cargo

APPS Cargo is a corporation incorporated and validly existing under the Laws of Canada 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 APPS Cargo. APPS Cargo has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. APPS Cargo 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 APPS Cargo is licensed or registered to carry on business, and APPS Cargo 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 APPS Cargo in connection with this Agreement and the other Transaction Documents will be duly authorized on or before the Closing.

3.4 Corporate Status and Extra-Provincial Registration of APPS Cartage

APPS Cartage is a corporation incorporated and validly existing under the Laws of the Province of Ontario 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 APPS Cartage. APPS Cartage has submitted all notices or returns of corporate information and other filings required by Law to be submitted by it to any Governmental Authority. APPS Cartage 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 3.4 of the Disclosure Schedules sets forth each jurisdiction in which APPS Cartage is licensed or registered to carry on business, and APPS Cartage 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

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makes such licensing or registration necessary. All corporate actions taken by APPS Cartage in connection with this Agreement and the other Transaction Documents will be duly authorized on or before the Closing.

3.5 Capitalization

• (a) Upon consummation of the transactions contemplated by this Agreement, the Purchaser shall own all of the Purchased Shares, free and clear of all Encumbrances.

APPS

• (b) The authorized capital of APPS consists of Class A Common Shares, Class B Common Shares, Class C Common Shares, Class D Common Shares, Class E Common Shares, Class A Special Shares, Class B Special Shares, Class B1 Special Shares, Class C Special Shares, Class D Special Shares, Class E Special Shares, Class F Special Shares, Class G Special Shares and Class H Special Shares of which: 71,356 Class B Special Shares and 160,084 Class D Special Shares, are issued and outstanding as at the effective time of this Agreement and an additional 817.4431 Class E Common Shares will be issued and outstanding as at the Closing Time and constitute the Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the Shares have been duly authorized, are validly issued, fully paid and nonassessable, and the Vendors are the registered and beneficial owners of the 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 3.5 of the Disclosure Schedules.

• (c) All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or APPS is a party or is subject to or in violation of any preemptive or similar rights of any Person.

• (d) 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 APPS or obligating the Vendors or APPS to issue or sell any shares of, or any other interest in, APPS. APPS 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 Shares.

• (e) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of APPS has not been altered in any respect since the Locked Box Date.

APPS Cargo

• (f) The authorized capital of APPS Cargo consists of Class A Common Shares, Class B Common Shares, Class C Common Shares, Class A Special Shares, Class B Special

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Shares, Class C Special Shares, Class D Special Shares, Class E Special Shares and Class F Special Shares, of which 900 Class A Common Shares are issued and outstanding. All of the APPS Cargo Shares have been duly authorized, are validly issued, fully paid and non-assessable, and APPS is the registered and beneficial owner of the APPS Cargo 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 3.5 of the Disclosure Schedules.

• (g) All of the APPS Cargo Shares were issued in compliance with applicable Laws. None of the APPS Cargo Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or APPS Cargo is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (h) 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 APPS Cargo or obligating the Vendors or APPS Cargo to issue or sell any shares of, or any other interest in, APPS Cargo. APPS Cargo 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 APPS Cargo Shares.

• (i) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of APPS Cargo has not been altered in any respect since the Locked Box Date.

APPS Cartage

• (j) The authorized capital of APPS Cartage consists of Common Shares, Class A Special Shares and Class B Special Shares of which 2 Common Shares are issued and outstanding. All of the APPS Cartage Shares have been duly authorized, are validly issued, fully paid and non-assessable, and APPS is the registered and beneficial owner of the APPS Cartage 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 3.5 of the Disclosure Schedules.

• (k) All of the APPS Cartage Shares were issued in compliance with applicable Laws. None of the APPS Cartage Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or APPS Cartage is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (l) 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 APPS Cartage or obligating the Vendors or APPS Cartage to issue or sell any shares of, or any other interest in, APPS Cartage. APPS Cartage 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

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shareholder agreements, proxies or other agreements or understandings in effect with respect to the voting or transfer of any of the APPS Cartage Shares.

• (m) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of APPS Cartage has not been altered in any respect since the Locked Box Date.

Robco

• (n) The authorized capital of Robco consists of Class A Common Shares, Class B Common Shares, Class C Common Shares, Class D Common Shares, Class E Common Shares, Class A Special Shares, Class B Special Shares, Class C Special Shares and Class D Special Shares of which 1 Class A Common Share, 10,000,000 Class B Special Shares, 20 Class C Special Shares and 87,229 Class B Common Shares are issued and outstanding as at the effective time of this Agreement and 4,652.8893 Class A Common Shares will be issued and outstanding as at the Closing Time and constitute the RobCo Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the RobCo Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners of the RobCo 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 3.5 of the Disclosure Schedules.

• (o) All of the RobCo Shares were issued in compliance with applicable Laws. None of the RobCo Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or RobCo is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (p) 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 RobCo or obligating the Vendors or RobCo to issue or sell any shares of, or any other interest in, RobCo. RobCo 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 RobCo Shares.

• (q) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of Robco has not been altered in any respect since the Locked Box Date.

BrentCo

• (a) The authorized capital of Brentco consists of Class A Common Shares, Class B Common Shares, Class C Common Shares, Class D Common Shares, Class E Common Shares, Class A Special Shares, Class B Special Shares, Class C Special Shares and Class D Special Shares of which 1 Class A Common Share, 10,000,000 Class B Special Shares, 68,358 Class B Common Shares and 20 Class C Special Shares are issued and

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outstanding as at the effective time of this Agreement and an additional 8,646.47 Class A Common Shares will be issued and outstanding at the Closing Time and constitute the BrentCo Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the BrentCo Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners of the BrentCo 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 3.5 of the Disclosure Schedules.

• (b) All of the BrentCo Shares were issued in compliance with applicable Laws. None of the BrentCo Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or BrentCo is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (c) 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 BrentCo or obligating the Vendors or BrentCo to issue or sell any shares of, or any other interest in, BrentCo. BrentCo 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 BrentCo Shares.

• (d) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of BrentCo has not been altered in any respect since the Locked Box Date.

Aldbor

• (a) The authorized capital of Aldbor consists of Class A Common Shares, Class B Common Shares, Class A Special Shares and Class B Special Shares of which 100 Class A Common Shares are issued and outstanding and constitute the Aldbor Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the Aldbor Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners, except for the Aldbor Shares held by the McDonald Trust, of the Aldbor 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 3.5 of the Disclosure Schedules.

• (b) All of the Aldbor Shares were issued in compliance with applicable Laws. None of the Aldbor Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or Aldbor is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (c) 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 Aldbor or obligating the Vendors or Aldbor to issue or

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sell any shares of, or any other interest in, Aldbor. Aldbor 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 Aldbor Shares.

• (d) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of Aldbor has not been altered in any respect since the Locked Box Date.

Bregin

• (e) The authorized capital of Bregin consists of Class A Common Shares, Class B Common Shares, Class A Special Shares and Class B Special Shares of which 100 Class A Common Shares are issued and outstanding and constitute the Bregin Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the Bregin Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners, except for the Bregin Shares held by the Byers Trust, of the Bregin 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 3.5 of the Disclosure Schedules.

• (f) All of the Bregin Shares were issued in compliance with applicable Laws. None of the Bregin Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or Bregin is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (g) 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 Bregin or obligating the Vendors or Bregin to issue or sell any shares of, or any other interest in, Bregin. Bregin 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 Bregin Shares.

• (h) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of Bregin has not been altered in any respect since the Locked Box Date.

Sconal

• (a) The authorized capital of Sconal consists of Class A Common Shares, Class B Common Shares, Class C Common Shares, Class D Common Shares, Class E Common Shares, Class A Special Shares, Class B Special Shares, Class C Special Shares and Class D Special Shares, of which 1,700 Class A Common Shares, 20 Class A Special

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Shares and 1,000,000 Class B Special Shares are issued and outstanding and constitute the Sconal Shares to be purchased by the Purchaser subject to the terms and conditions of this Agreement. All of the Sconal Shares have been duly authorized, are validly issued, fully paid and non-assessable, and the Vendors are the registered and beneficial owners of the Sconal Shares set forth in Exhibit A, provided that in the case of the Sconal Shares held by the Casson Trust and the Norman Trust the registered owners are the trustees of the respective trusts, and in all cases the Sconal Shares are held free and clear of all Encumbrances other than restrictions on transfer under the Articles and those set out in Section 3.5 of the Disclosure Schedules.

• (b) All of the Sconal Shares were issued in compliance with applicable Laws. None of the Sconal Shares were issued in violation of any agreement, arrangement or commitment to which the Vendors or Sconal is a party or is subject to or in violation of any pre-emptive or similar rights of any Person.

• (c) 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 Sconal or obligating the Vendors or Sconal to issue or sell any shares of, or any other interest in, Sconal. Sconal 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 Sconal Shares.

• (d) Other than in connection with the Pre-Closing Reorganization Transactions, the issued and outstanding capital of Sconal has not been altered in any respect since the Locked Box Date.

3.6 Share Ownership

As of the date hereof, each of the Vendors owns or exercises control or direction over less than one percent (1%) of the Purchaser Shares or any securities convertible into or exchangeable for Purchaser Shares.

3.7 Securities Laws

Each Vendor acknowledges:

• (a) that the issuance of the Consideration Shares is exempt from the prospectus requirements of Applicable Securities Laws and, as a result: (i) no Vendor will receive information that would otherwise be required under Applicable Securities Laws or be contained in a prospectus prepared in accordance with Applicable Securities Laws, and (ii) each Vendor is restricted from using most of the protections, rights and remedies available under Applicable Securities Laws, including statutory rights of rescission or damages;

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• (b) each Vendor acknowledges that it has taken its own tax and/or legal advice regarding the terms of this Agreement and neither the Purchaser and/or the APPS Entities shall have any liability to the Vendors in relation to tax payable by them as a result of the transactions contemplated by this Agreement including but not limited to receipt of the Consideration Shares by them in part consideration for the sale of their Purchased Shares.

3.8 No Subsidiaries

The APPS Entities do not own, nor have any interest in any shares or have securities, or another ownership interest, in any other Person other than in other APPS Entities.

3.9 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 the APPS Entities; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to the Vendors or the APPS Entities, excluding the Competition Act and the CTA; (c) except as set out in Section 3.9 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 or the APPS Entities is a party or by which the Vendors or the APPS Entities are bound or to which any of their respective Assets are subject (including any Material Contract) or any Permit affecting the Assets or Business of the APPS Entities; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on any Assets of the APPS Entities. 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 or the APPS Entities 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 or the CTA 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.

3.10 Financial Statements

• (a) Complete copies of the Financial Statements are included in Section 3.10 of the Disclosure Schedules.

• (b) The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved.

• (c) Without limiting the foregoing, all Operating Leases and Capital Leases have been included in the Financial Statements in accordance with GAAP.

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• (d) The Financial Statements: (i) are based on the Books and Records of the APPS Entities; and (ii) fairly, completely and accurately present in all material respects the Assets, Liabilities and financial position of the APPS Entities as of the respective dates they were prepared and the results of the operations of the APPS Entities for the periods covered thereby.

• (e) There has not been, prior to Closing, any change to the Financial Statements.

• (f) The aggregate amount of the combined liabilities (including Related Party Debt, bank debt and other long-term liabilities) has not materially increased since the Locked Box Date.

• (g) The APPS Entities maintain a system of accounting established and administered in accordance with GAAP.

• (h) There have been no material changes in the APPS Entities accounting policies since the Locked Box Date.

• (i) To the Vendors' Knowledge, none of the APPS Entities, nor any director, officer, auditor, accountant or representative of the APPS 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 APPS Entity has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

3.11 Undisclosed Liabilities

The APPS Entities have no liabilities, obligations or 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 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 3.11 of the Disclosure Schedules.

3.12 No Guarantees

Other than the indemnification of directors and officers of any of the APPS Entities pursuant to applicable Laws and the corporate by-laws, indemnity agreements of the APPS Entities, customary indemnities in favour of the APPS Entities' bankers and financial advisors and agreements entered into in the Ordinary Course, the APPS 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 3.12 of the Disclosure Schedules lists all of the guarantees given by the APPS Entities.

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3.13 Long Term Debt and Indebtedness for Borrowed Money

Other than the Equipment Leases, the APPS Entities do not have any outstanding Long Term Debt and the APPS Entities do not have any Indebtedness for borrowed money. The APPS Entities have no other loans, credit agreements, notes, bonds, mortgages, indentures and other binding commitments relating to Indebtedness for borrowed money other than any intercompany obligations between the APPS Entities.

3.14 Off Balance Sheet Arrangements

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

3.15 Bank Accounts

Set out in Exhibit B is an accurate and complete list of each financial institution in which the APPS 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.

3.16 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 Schedules, or (iii) in the Ordinary Course consistent with past practice, there has not been, with respect to the APPS Entities, any:

• (i) event, occurrence or development with a disproportionately adverse effect on the APPS Entities relative to the general economy in the regions or territories where the APPS Entities operate that has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect and, for greater clarity, does not include the effects of the COVID-19 pandemic;

• (ii) amendment of the Articles, by-laws, unanimous shareholder agreement or other constating documents of any of the APPS Entities;

• (iii) split, consolidation or reclassification of any shares in any of the APPS Entities;

• (iv) issuance, sale or other disposition of any shares in any of the APPS 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 APPS Entities;

• (v) declaration or payment of any dividends or distributions on or in respect of any shares in any of the APPS 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 APPS Entities, except as required by GAAP or as disclosed in the notes to the Financial Statements;

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• (vii) material change in the APPS 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;

• (x) transfer, assignment, sale or other disposition of any of the Assets shown or reflected in the 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 APPS Entities is a party or by which it is bound;

• (xv) capital commitments;

• (xvi) imposition of any Encumbrance upon any of the Purchased 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; 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;

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• (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 APPS Entities or their respective creditors seeking to adjudicate any of the APPS Entities as bankrupt or insolvent, making a proposal with respect to the APPS 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 APPS 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 APPS 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 APPS 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 Schedule, the Vendors:

• (i) conducted the Business of the APPS 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 APPS Entities and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the APPS Entities.

• (iii) without limiting the foregoing, the Vendors caused the APPS Entities to:

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• (A) ensure that at Closing, the Working Capital will be no less than the Working Capital Target;

• (B) preserve and maintain all of their Permits;

• (C) pay their debts, Taxes and other obligations when due;

• (D) maintain the Assets owned, operated or used by the APPS Entities in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

• (E) continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;

• (F) defend and protect their Assets from infringement or usurpation;

• (G) perform all of their obligations under all Contracts relating to or affecting their Assets or Business;

• (H) maintain the Books and Records in accordance with past practice;

• (I) not make any loans, advances or capital contributions to any Person other than Related Party Debt;

• (J) not (A) make, change or revoke, or permit the APPS 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 APPS 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;

• (K) 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

• (L) comply in all material respects with all applicable Laws.

3.17 Material Contracts

• (a) There are no Material Contracts (as defined below) except as set forth in Section 3.17(a) of the Disclosure Schedules which lists each of the following Contracts of the APPS 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 3.19(d) of the Disclosure Schedules and all Corporate IP Agreements set forth in Section 3.21(b) of the Disclosure Schedules, being " Material Contracts "):

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• (i) each Contract of the APPS Entities involving aggregate consideration in excess of $500,000 per annum and that, in each case, cannot be cancelled by the applicable APPS Entity without material penalty or without more than 90 days' notice;

• (ii) all Contracts that require any of the APPS Entities to purchase its total requirements of any product or service from a third party or that contain "take or pay" provisions;

• (iii) all Equipment Leases;

• (iv) all Contracts that provide for the indemnification by any of the APPS Entities of any Person, other than Contracts entered into in the Ordinary Course, or the assumption of any Tax, Environmental or other Liability of any Person;

• (v) all Contracts 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 Pre-Closing Reorganization Transactions;

• (vi) all broker, distributor, dealer, manufacturer's representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts to which any of the APPS Entities are a party;

• (vii) all written employment agreements and Contracts with Independent Contractors or consultants (or similar arrangements) to which any of the APPS Entities is a party and that are not cancellable without material penalty or without more than 90 days' notice;

• (viii) except for Contracts relating to trade receivables, all Contracts relating to Indebtedness (including guarantees) of any of the APPS Entities;

• (ix) all Contracts with any Governmental Authority to which any of the APPS Entities is a party, other than Ordinary Course moving, storage or freight Contracts with Governmental Authorities;

• (x) all Contracts that limit or purport to limit the ability of any of the APPS Entities to compete in any line of business or with any Person or in any geographic area or during any period of time;

• (xi) any Contracts to which any of the APPS Entities is a party that provide for any joint venture, partnership or similar arrangement by any of the APPS Entities;

• (xii) all shareholder agreements, pooling agreements, voting trusts or similar agreements with respect to the ownership or voting of any of the Purchased Shares or restriction of the power of the directors of any of the APPS Entities to manage, or supervise the management, of the business and affairs of the APPS Entities, individually or collectively;

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• (xiii) all Contracts between or among: (A) any APPS Entity, and (B) any Vendor or any Affiliate of any Vendor (other than the APPS Entities);

• (xiv) all Collective Agreements to which any of the APPS Entities is a party; and

• (xv) any other Contract that is material to any of the APPS Entities and not previously disclosed under this Section 3.17.

• (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 APPS 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 an APPS 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.

3.18 Title

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

3.19 Real Property; Leases

• (a) The APPS Entities, collectively, have a valid leasehold interest in, all Real Property 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 (including leasehold interests) is not subject to any Encumbrances other than Permitted Encumbrances.

• (b) As of the Closing Date, the APPS Entities will not directly or indirectly own any legal or beneficial interest in any real property, other than the Real Property.

• (c) The APPS 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 provided that, if the Real Property is not in good condition and repair, an amount sufficient to complete all necessary repairs has been accrued and will be included in the Final Balance Sheet.

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• (d) Section 3.19(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 APPS 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 APPS 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 3.19(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 APPS Entities have no reason to believe that the same will not be available before the time that the same are so required;

• (ii) 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 APPS 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 APPS Entities or that would restrict the ability of any of the APPS 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 APPS 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 APPS Entities to use any such leased Real Property as it is used as at the date hereof.

• (g) Except as disclosed in Section 3.19(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.

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• (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 APPS 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 APPS 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 APPS Entities as a family residence.

• (l) Except as disclosed in Section 3.19(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 APPS 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 APPS Entity and, to the Vendors' Knowledge, against any of the Real Property leased by any APPS Entity under the Builders Lien Act (Ontario), 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) To the Vendor's Knowledge, all buildings, structures and improvements comprising the Real Property owned by the APPS 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.

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• (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 (the " Real Property Leases ").

• (ii) Except as disclosed in Section 3.19(d) of the Disclosure Schedules, none of the APPS 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 Real Property Leases 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 APPS Entities under any of such Real Property Leases, nor to Vendors' Knowledge has any default occurred by the other party under any of the such Real Property 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 APPS Entities under the terms of any of the Real Property 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 APPS Entities.

• (s) There are no Actions pending nor, to Vendors' Knowledge, threatened against any of the APPS 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.

• (t) To the Vendor's Knowledge the Real Property has no inherent environmental liabilities or any reclamation or remediation obligations.

3.20 Condition and Sufficiency of Assets

The furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the APPS Entities are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, 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 APPS Entities is 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 APPS Entities, together with

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all other Assets of the APPS Entities, are sufficient for the continued conduct of the Business of the APPS Entities 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 APPS Entities as currently conducted.

3.21 Intellectual Property

• (a) Section 3.21(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 APPS 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 3.21(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 APPS 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 APPS 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 APPS Entity has provided or received any notice of breach or default of or any intention to terminate, any Corporate IP Agreement.

• (c) The APPS 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 APPS 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 APPS 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 APPS Entities operations as currently conducted.

• (e) The APPS Entities' rights in the Corporate IP are valid, subsisting and enforceable. The APPS 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.

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• (f) The conduct of the Business as currently and formerly conducted, and the products, processes and services of the APPS 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 APPS Entities; (ii) challenging the validity, enforceability, registrability or ownership of any Corporate IP or the APPS Entities rights with respect to any Corporate IP; or (iii) by any of the APPS Entities or any other Person alleging any infringement, misappropriation, dilution or violation by any Person of the Corporate IP. None of the APPS 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.

3.22 Privacy

The APPS Entities have complied with all Laws and contractual and fiduciary obligations as to protection and security of Personal Information to which it is subject. The APPS Entities have not received any inquiries from or been subject to any audit or legal proceeding by any Governmental Authority regarding Personal Information. The APPS Entities have complied with its policies and procedures as to collection, use, processing, storage and transfer of Personal Information. No legal proceeding alleging (a) a material violation of any Person's privacy rights, or (b) unauthorized access, use or disclosure of Personal Information has been asserted or threatened to the APPS Entities. There has not been a material violation by the APPS Entities of any Person's privacy rights or any unauthorized access, use or disclosure by the APPS Entities of Personal Information.

3.23 Cybersecurity

The information technology equipment and related systems owned, used or held for use by the APPS Entities (" Systems ") are reasonably sufficient for the Business's immediate needs. There has been no unauthorized access, use, intrusion, or breach of security, or material failure, breakdown, performance reduction or other adverse event affecting any Systems that has caused or would reasonably be expected to cause any substantial disruption of the use of such Systems or the Business or any loss or harm to the APPS Entities or its personnel, property, or other assets.

3.24 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 APPS 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 APPS Entities not subject to claims of set-off 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

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Statements or, with respect to Accounts Receivable arising after the date of the Financial Statements, on the accounting records of the APPS Entities and listed in Section 3.24 of the Disclosure Schedule, are collectible in full within 120 days after billing. 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 APPS Entities and listed in Section 3.24 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.

3.25 Customers

Section 3.25 of the Disclosure Schedules sets forth each customer of the APPS Entities that paid consideration to the APPS Entities (on a combined basis) an amount equal to or greater than $ [Amount Redacted] during each of the two most recent financial years (collectively, the " Material Customers "). The APPS Entities have not received any notice that any of their 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 APPS Entities.

3.26 Insurance

• (a) Each of the APPS Entities maintains current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workplace safety and insurance, workers compensation, vehicle, and other casualty and property insurance relating to the Assets, Business, operations, employees, officers and directors of the APPS Entities (collectively, the " Insurance Policies ") for coverage amounts that are adequate to ensure the continuation of the Business of each of the APPS Entities in the event of an insurable loss. 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 APPS Entities have received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of any Insurance Policies. 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 APPS Entities. 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 APPS 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 APPS Entities is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any Insurance Policy.

• (b) To the extent that any APPS Entities maintains any captive insurance; (a) such captive insurance was established in accordance with all applicable Laws; (b) has been maintained in accordance with applicable Laws; (c) maintains adequate capital to fund the insurable losses for which it was established to insure; (d) no notice, directive, claim or other instrument from a Governmental Authority has been

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received by an APPS Entity in respect of any Action, pending or, to the Vendor's Knowledge, threatened, to suspend, terminate or otherwise take any step adverse to such captive insurance; and (e) no claim in respect of such captive insurance has been received or, to the Vendor's Knowledge, is threatened to be made in respect of such captive insurance that has not been accrued or otherwise represented on the Reference Balance Sheet;

3.27 Legal Proceedings; Governmental Orders

Except as disclosed in Section 3.27 of the Disclosure Schedules, there are no Actions pending or, to the Vendors' Knowledge, threatened: (a) against or by any of the APPS Entities affecting any of their Assets (or by or against any of the Vendors or any Affiliate thereof and relating to the APPS Entities); or (b) against or by the APPS 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.

3.28 Compliance with Laws; Permits

• (a) The APPS 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 APPS 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 3.28(b) of the Disclosure Schedules lists all current Permits issued to the APPS 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 3.28(b) of the Disclosure Schedules.

3.29 Environmental Matters

• (a) The APPS 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 3.29(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 APPS Entities, the Business or the Assets are the subject of any Remedial Order.

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• (d) The APPS Entities have not received, in the past three years, any Environmental Notice alleging that any of the APPS Entities or any Affiliate thereof is in violation of or has any Liability under any Environmental Law that is unresolved.

• (e) The APPS Entities have not entered into or agreed to any consent, settlement or other agreement, nor are any of the APPS 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 3.29(b) of the Disclosure Schedules or except in accordance with Environmental Law, none of the APPS 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 APPS 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 APPS Entities.

• (h) Section 3.29(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 APPS 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 APPS Entities as currently carried out.

3.30 Benefit Plans

• (a) Section 3.30(a) of the Disclosure Schedules contains a true and complete list of all Benefit Plans. None of the APPS Entities are a party to or bound by, nor do any of the APPS Entities have any Liability with respect to, any Benefit Plans other than those listed in Section 3.30(a) of the Disclosure Schedules.

• (b) There are no participating employers that have any obligations or Liabilities with respect to any Benefit Plan other than the APPS Entities and the APPS 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 APPS 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 APPS Entity, such Benefit Plan has been administered,

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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 APPS Entities or to the beneficiaries or dependants of such Employees or former employees.

• (f) None of the APPS 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 APPS 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 APPS 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 APPS 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 APPS Entities in respect of any Benefit Plan.

• (i) Each individual who is classified by the APPS Entities as an Independent Contractor has been properly classified for purposes of participation and benefit accrual under each Benefit Plan.

3.31 Employment Matters

• (a) Section 3.31(a) of the Disclosure Schedules sets forth the list of Employees 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 $ [Amount Redacted] 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 an APPS Entity; and (iv) the annual wage of such Employee at the date of such list, any bonuses paid to each Employee

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since the end of the applicable APPS 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 3.31(b) of the Disclosure Schedules lists all Employee contracts that provide for severance, termination or similar payments or entitlements that are more than what is required, including on a change of control of an APPS Entity, by the applicable employment standards legislation, excluding any common law entitlements. It also lists contracts for the performance of services of independent contractors that provide for severance, termination or similar payments or entitlements of more than $25,000, including on a change of control of an APPS Entity, excluding any common law entitlement.

• (c) Correct and complete copies of all the Contracts set out in Sections 3.31(a) and 3.31(b) of the Disclosure Schedules have been made available to the Purchaser.

• (d) None of the APPS Entities is bound by or party to any Collective 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 APPS Entities, and, to the Vendors' Knowledge, there is no organizational campaign in progress with respect to any employees of any APPS Entity and, to the Vendors' Knowledge, no question concerning representation of such employees exists except as disclosed in Section 3.31(d) of the Disclosure Schedules.

• (e) Except as disclosed in Section 3.31(e) of the Disclosure Schedules, no notice in writing has been received by any of the APPS Entities of any complaint filed by any of its Employees or former employees against any of the APPS 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 APPS 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 APPS 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.

• (f) 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.

• (g) There is no notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment which the APPS 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.

• (h) All inspection reports received by the APPS 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 3.31(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 APPS Entities or the

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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 APPS Entities under the Occupational Health and Safety Acts. The APPS Entities have complied with all Governmental Orders issued under the Occupational Health and Safety Acts in all respects.

• (i) Each Independent Contractor has been properly classified as an independent contractor and none of the APPS Entities have received any notice in writing or any oral notice from any Governmental Authority disputing such classification.

3.32 Taxes

• (a) All of the APPS 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 APPS 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.

• (b) No Governmental Authority of a jurisdiction in which any of the APPS Entities have not filed a Tax Return has made any claim that any of the APPS 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 APPS Entities is subject to Tax in a jurisdiction in which the APPS 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 APPS Entities.

• (d) True copies of all Tax Returns prepared and filed by the APPS Entities during the past three years, together with any notices of assessment of the APPS 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 APPS Entities have received any notice from any Governmental Authority that it is taking steps to assess any additional Taxes against any of the APPS 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 APPS 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 APPS Entities.

• (g) None of the APPS 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 APPS Entities are or may be liable; (ii) any of the APPS Entities are required to pay or remit amounts on account of Taxes; or (iii) any Governmental

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Authority may assess or collect Taxes for which any of the APPS Entities may be liable.

• (h) None of the Vendors nor any of the APPS Entities is a non-resident of Canada within the meaning of the Tax Act.

• (i) For all transactions between any of the APPS Entities and any Person not resident in Canada for purposes of the Tax Act with whom any of the APPS Entities was not dealing at arm's length, the APPS 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 APPS Entities have duly and timely withheld or collected the proper amount of Taxes that are required by Law to be withheld or collected including, (i) Taxes and other amounts required to be withheld by an APPS Entity 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 (ii) Taxes and other amounts required to be withheld by an APPS Entity in respect of any of the Pre-Closing Reorganization Transactions, and have duly and timely remitted to the appropriate Governmental Authority such Taxes and other amounts required to be remitted by any of the APPS 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 ever acquired control of any of the APPS Entities since 2009.

• (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 APPS 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 APPS 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 APPS 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 set forth in Section 3.32(n) of the Disclosure Schedules.

• (o) Each of the APPS Entities is registered for GST purposes under Part IX of the Excise Tax Act (Canada) and the registrations numbers are as follows:

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APPS Entity APPS APPS Cargo APPS Cartage RobCo BrentCo Aldbor Bregin Sconal	Registration No. N.A. [Number Redacted] [Number Redacted] N.A. N.A. N.A. N.A. N.A.

• (p) None of the APPS 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 APPS Entities.

• (r) None of the APPS 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) Section 3.32(s) of the Disclosure Schedules accurately sets forth, for purposes of the Tax Act, the following:

• (i) the paid-up capital of the Purchased Shares;

• (ii) all non-capital losses of the APPS Entities;

• (iii) all net capital losses of the APPS Entities;

• (iv) the amount of all investment tax credits available to the APPS Entities;

• (v) the adjusted cost base of the APPS Entities' capital properties;

• (vi) the cost of the APPS 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 APPS Entities' capital dividend account;

• (viii) the amount, if any, of the APPS Entities' cumulative eligible capital account; and

• (ix) the amount, if any, of the APPS Entities' refundable dividend tax on hand.

• (t) Each of the APPS Entities is a "Canadian-controlled private corporation" as defined in the Tax Act and has been a Canadian-controlled private corporation continuously since incorporation.

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• (u) None of the APPS Entities have applied for, claimed or received a refund of Taxes (or amount deemed for the purposes of the Tax Act to be an overpayment of Taxes) to which it was not entitled to under applicable Laws.

• (v) All subsidies (including the Canada Emergency Wage Subsidy and the Canada Emergency Rent Subsidy), guarantees or any other financial assistance claimed and received by any of the APPS Entities was claimed in accordance with the Tax Act and the APPS Entities satisfied at all times the relevant criteria and conditions entitling it to such subsidy, guarantee or other financial assistance.

• (w) The APPS Entities have correctly calculated and duly filed all claims for federal and provincial tax credits (including refundable or reimbursable tax credits). None of the APPS Entities have received any refund of Taxes in respect of any such tax credits to which it is not entitled.

• (x) None of the APPS Entities have made an "excessive eligible dividend designation" as defined in subsection 89(1) of the Tax Act in respect of any dividend paid, or deemed to have been paid on any class of shares of its capital.

• (y) None of the APPS Entities have made a capital dividend election under subsection 83(2) of the Tax Act in an amount which exceeded the amount in its capital dividend account at the time such election was made.

• (z) The benefit in respect of any options exercised by a holder thereof to acquire any shares in the capital of an APPS Entity on or prior to the Closing Date qualifies for the deduction under either paragraph 110(1)(d) or paragraph 110(1)(d.1) of the Tax Act, as the case may be.

• (aa) None of the APPS Entities have acquired property from a Person not dealing at arm's length (for purposes of the Tax Act) with it in circumstances that would result in such APPS Entity becoming liable to pay Taxes of such Person under subsection 160(1) of the Tax Act or any analogous provision of any comparable Law of any province or territory of Canada.

3.33 Related Party Transactions

Except as set out in Section 3.33(a) of the Disclosure Schedules or as contemplated by the Pre-Closing Reorganization Transactions :

• (a) None of the APPS 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 APPS 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 APPS Entities, no Related Party is indebted to any of the APPS Entities and none of the APPS Entities are indebted to any Related Party.

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• (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 supplier, dealer, lessor or lessee of any of the APPS Entities; or (ii) has any interest in any assets used or held for use by any of the APPS Entities.

3.34 Books and Records

The Books and Records of the APPS Entities, all of which have been made available to the Purchaser, are complete and correct in all material respects for the five-year period prior to Closing and have been maintained in accordance with sound business practices. The minute books of each of the APPS 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 APPS 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. At the Closing, all of the Books and Records will be in the possession or control of the APPS Entities.

3.35 Brokers

Except for RBC Royal Bank Mid-Market M&A, 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 APPS Entities.

3.36 Transaction Expenses

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

3.37 Anti-Money Laundering and Anti-Corruption Practices

None of the APPS 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 APPS Entities or any Vendor is subject;

• (b) has, in the course of its actions for, or on behalf of, any of the APPS 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

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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 APPS Entities is subject;

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

• (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.

3.38 No Operations

Except for owning shares in APPS and the tax reporting incidental to such ownership, since inception, none of RobCo, BrentCo, Aldbor, Bregin, or Sconal have conducted any operations including, without limitation, owned any assets, incurred any liabilities or entered into any contracts (written or oral) other than as part of the Pre-Closing Reorganization Transactions.

3.39 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 or any certificate or other document furnished or to be furnished to the Purchaser under this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

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 Closing Date.

4.1 Corporate Status and Authorization of Purchaser

The Purchaser is a corporation incorporated 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

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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 except for CTA Approval and the Competition Act Approval and such filings as may be required under the Competition Act or the CTA.

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.

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4.6 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).

4.7 Consideration Shares

The Consideration Shares, when issued, will have been duly and validly authorized and issued as fully paid and non-assessable common shares in the capital of the Purchaser.

ARTICLE V COVENANTS

5.1 Pre-Closing Reorganization Transactions

The Vendors and the APPS Entities shall complete the Pre-Closing Reorganization Transactions on or prior to Closing. The Vendors will provide the Purchaser and its representatives an opportunity prior to Closing to review documents, agreements, and filings giving effect to the Pre-Closing Reorganization Transactions.

5.2 Conduct of Business Before the Closing.

From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld or delayed), the Vendors shall, and shall cause the APPS Entities to: (x) conduct the Business of the APPS Entities in the Ordinary Course consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization and Business of the APPS Entities and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the APPS Entities. Without limiting the foregoing, from the date hereof until the Closing Date, Vendor shall cause the APPS Entities to:

• (a) preserve and maintain all their Permits;

• (b) pay their debts, Taxes and other obligations when due;

• (c) maintain the Assets owned, operated or used by the APPS 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) perform all their obligations under all Contracts relating to or affecting its Assets or Business;

• (g) maintain the Books and Records in accordance with past practice;

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• (h) not make any loans, advances or capital contributions to any Person, except as disclosed in the Pre-Closing Reorganization Transactions;

• (i) not (A) make, change or revoke, or permit the APPS 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 APPS 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 or (B) grant any severance or termination pay to any director, officer or manager or any other employee;

• (k) comply in all material respects with all applicable Laws; and

• (l) not take or permit any action that would cause any of the changes, events or conditions described in Section 3.16 to occur.

5.3 Access to Information

From the date hereof until the Closing, the Vendors shall, and shall cause the APPS Entities to: (a) afford the Purchaser full and free access to and the right to inspect all of the Assets, premises, Books and Records, Contracts and other documents and data related to the APPS Entities; (b) furnish the Purchaser with such financial, operating and other data and information related to the APPS Entities as the Purchaser may reasonably request; and (c) instruct the representatives of the Vendors and the APPS Entities to cooperate with the Purchaser in its investigation of the APPS Entities. Without limiting the foregoing, the Vendors shall permit the Purchaser to conduct Environmental due diligence of the APPS Entities and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the APPS Entities and the Real Property. Any investigation under this Section 5.3 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business of the APPS Entities. No investigation by the Purchaser or other information received by the Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Vendor in this Agreement.

5.4 Notice of Certain Events

• (a) From the date hereof until the Closing, the Vendors shall promptly notify the Purchaser in writing of any:

• (i) fact, circumstance, event or action, the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a material adverse effect on the APPS Entities, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by the Vendors hereunder not being true and correct, or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 6.2 to be satisfied;

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• (ii) notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

• (iii) notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

• (iv) Actions commenced or, to the Vendors' Knowledge, threatened against, relating to or involving or otherwise affecting the Vendors or the APPS Entities that, if pending on the date of this Agreement, would have been required to have been disclosed to the Purchaser or that relates to the consummation of the transactions contemplated by this Agreement.

• (b) Purchaser's receipt of information under this Section 5.4 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Vendor in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules.

5.5 Confidentiality

• (a) From and after the Closing, 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 APPS 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.

• (b) The Parties acknowledge that the Purchaser may be required by Applicable Securities Laws and/or by the TSX in compliance with its rules and regulations file a copy of this Agreement with the applicable securities regulatory authorities redacted to exclude any employee information, sensitive business or personal information, which redacted copy shall be provided to the Vendor's Representative for his review and comment not later than 48 hours prior to the intended public filing thereof and the Parties shall, subject to ensuring that they will meet their respective disclosure obligations under Applicable Securities Laws, as determined in their sole discretion, accept any reasonable comments received thereon from the

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other Party and the other Party hereby provides its respective consent and approval to such disclosure.

5.6 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 APPS Entities under this Agreement. The Purchaser shall only collect, use or disclose such Personal Information for the purposes of investigating the APPS 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 APPS 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 Purchased 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.

5.7 Approvals and Consents

If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which any of the APPS Entities are a party is not obtained before the Closing, the Vendors shall, subsequent to the Closing, cooperate with the Purchaser and the APPS Entities in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot be obtained, the Vendors shall use their commercially reasonable efforts to provide the applicable APPS Entity with the rights and benefits of the affected Contract for the term thereof and, if the Vendors provide such rights and benefits, the APPS Entities shall assume all obligations and burdens thereunder.

5.8 Regulatory Approvals

The Purchaser shall use its commercially reasonable efforts to obtain the Competition Act Approval and the CTA Approval as soon as reasonably practicable but, in any event, no later than the Closing Date.

5.9 Approval to Listing and Issuance of Consideration Shares

The Purchaser will cause to be taken all necessary corporate action to allot and reserve for issuance the Consideration Shares to be issued pursuant to this Agreement. The Purchaser will use its commercially reasonable efforts to obtain the conditional listing of the Consideration Shares on the TSX by the Closing Time, subject to the satisfaction by the Purchaser of the customary conditions as specified by the TSX, and the Purchaser will use its commercially reasonable efforts to promptly satisfy all such conditions to the listing of the Consideration Shares on the TSX. The Purchaser and the Vendor acknowledges and agrees that the Consideration Shares will be issued without the requirement for a prospectus under Applicable Securities Laws.

5.10 Benefit Plans and Employees

• (a) The Purchaser agrees to make available to the APPS Entities, following the Closing Date, benefit plans that contain benefit provisions that are substantially similar in

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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 5.8(a) will: (i) obligate the APPS 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.

• (b) 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).

• (c) The Purchaser shall not be responsible for any Pre-Closing Benefit Liability and the Vendors shall indemnify the Purchaser for any and all Pre-Closing Benefit Liability under Section 7.2.

5.11 Pre-Closing Tax Period

• (a) On or before the statutory due date, the Vendors shall prepare and the Purchaser will review and reasonably approve all income Tax Returns and any applicable election forms of the APPS Entities required by Law to be filed for any Pre-Closing Tax Period of the APPS Entities that are not required to be filed on or before the Closing Date, each of such Tax Return or election form to be filed by the Purchaser.

• (b) The parties will inform each other of, and co-operate with each other in respect of, the successful completion of the Pre-Closing Reorganization Transactions and any audit inquiries with respect to any Tax Return involving the APPS Entities in respect of any Pre-Closing Tax Period.

• (c) If the Purchaser or any of the APPS 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 but the Vendors will have primary responsibility to contest subject to the reasonable approval of the Purchaser and at the sole cost and expense of the Vendors.

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5.12 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.

5.13 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.

5.14 Tax Elections

• (a) The Purchaser and applicable parties to this Agreement shall facilitate a s.56.4 election under the Tax Act by a person who is signing an agreement with a noncompetition clause.

• (b) The Purchaser covenants and agrees to elect jointly with each Vendor who receives Consideration Shares in partial payment of the Purchase Price allocated to such Vendor in Exhibit A annexed hereto under subsection 85(1) of the Tax Act in prescribed form and within the prescribed time for the purposes of the Tax Act, and shall therein agree to elect in respect of the Purchased Shares sold by such Vendor to the Purchaser and for which the Vendor receives Consideration Shares as consideration an amount as such Vendor shall direct which shall be deemed to be such Vendor's proceeds of disposition thereof and the Purchaser's cost thereof. Notwithstanding the foregoing, a Vendor may not direct the Purchaser to elect an amount which is greater than the fair market value of the Purchased Shares sold to the Purchaser and for which the Vendor receives Consideration Shares as consideration or an amount which is less than the adjusted cost base of those Purchased Shares to such Vendor. The Purchaser and each of the Vendors who receives Consideration Shares in partial payment of the Purchase Price and agree to execute all such documents and forms to make the elections contemplated in this Section 5.14.

• (c) The parties agree that a s.256(9) election under the Tax Act will be made for each of the APPS Entities effective at the Closing Time.

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:

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• (a) The Competition Act Approval and the CTA Approval have each been obtained and have each not been rescinded.

• (b) 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.

• (c) The Vendors shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 3.9, 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 Closing Date.

• (b) No Action. No Action shall have been commenced against the Purchaser, the Vendors or any of the APPS 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.

• (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) Approvals and Consents. All approvals, consents and waivers that are listed in Section 3.9 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Purchaser, at or before the Closing.

• (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.

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• (f) Due Diligence. The Purchaser shall be satisfied, in its sole discretion, with its due diligence review of the APPS Entities including, without limitation, satisfaction that the Material Customers will remain customers of the APPS Entities following Closing.

• (g) Related Party Debt. The Purchaser, in its sole discretion, shall be satisfied that all Related Party Debt has been paid in full or will be paid in full in accordance with Section 2.4. For greater clarity, Section 6.2(g) does not apply to any intercompany obligations between the APPS Entities which shall not be required to be repaid.

• (h) Long Term Debt or Indebtedness . The Purchaser, in its sole discretion, shall be satisfied that, other than the Equipment Leases (which shall not be repaid by the APPS Entities or the Vendors from the Closing Payment and shall remain outstanding following Closing), all Long Term Debt and Indebtedness has been paid in full or will be paid in full with the Closing Payment.

• (i) Environmental Assessment . The Purchaser shall have received an acceptable, as determined by the Purchaser in its sole discretion, environmental assessment reports with respect to all Real Property.

• (j) Real Property Leases . The Purchaser, in its sole discretion, will be satisfied with the terms of the Real Property Leases and, in its sole discretion, shall be satisfied that all applicable consents with respect to the Real Property Leases have been obtained from the applicable landlord.

• (k) Customer List . The Purchaser, in its sole discretion, will be satisfied with its review of the customer list of the APPS Entities.

• (l) TSX Approval . The conditional listing of the Consideration Shares on the TSX shall have been received by the Closing Time, subject to customary conditions as specified by the TSX and satisfactory to the Purchaser.

• (m) Pre-Closing Reorganization . The Pre-Closing Reorganization Transactions shall have been completed to the satisfaction of the Purchaser.

• (n) 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 Escrow Agreement executed by each of the Vendors;

• (iii) the Specific Releases executed by each of the Vendors;

• (iv) the Resignations and Releases executed by each of the directors and officers of each of the APPS Entities including, to the extent not formally appointed as an officer, Ron Burke;

• (v) the Executive Employment Agreements executed by each APPS Executive;

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• (vi) irrevocable directions to pay as follows:

• (A) from Casson in respect of payment of the Casson Withholding to APPS Cartage;

• (B) from Norman in respect of payment of the Norman Withholding to APPS Cartage;

• (C) from Burke in respect of payment of the Burke Withholding to APPS Cartage;

• (D) from Donbert in respect of payment of the Donbert Debt to each of APPS, APPS Cartage and APPS Cargo;

• (E) from Entbre in respect of payment of the Entbre Debt to each of APPS, APPS Cartage and APPS Cargo; and

• (F) from Caslan in respect of payment of the Caslan Debt to each of APPS, APPS Cartage and APPS Cargo;

• (vii) a termination agreement in respect of any unanimous shareholder agreement(s) amongst the Vendors in respect of any of the APPS Entities in form satisfactory to the Purchaser acting reasonably;

• (viii) consents from each applicable landlord of the Real Property Leases with respect to each to the change of control of APPS if required by the Real Property Lease;

• (ix) a certificate of each of the Vendors certifying that each of the representations and warranties of the Vendors in this Agreement is true and correct as at the Closing Date and that each covenant of the Vendors in this Agreement to be performed prior to Closing has been performed;

• (x) a certificate of an officer of each of APPS Entity certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s), as necessary, and the board of directors of such APPS Entity, 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;

• (xi) a certificate of an officer of each of the Corporate Vendors certifying that attached thereto are true and complete copies of all resolutions adopted by the shareholder(s), as necessary, and the board of directors of each of the Corporate Vendors, 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;

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• (xii) a certificate of trustee of each of the Trusts certifying that attached thereto are true and complete copies of all resolutions adopted by trustees, 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;

• (xiii) a certificate of status (or its equivalent) for each of the APPS Entities and each of the Corporate Vendors from the Registrar appointed under the Canada Business Corporations Act or similar Governmental Authority of the jurisdiction under the Laws in which the APPS Entities are incorporated;

• (xiv) a certificate from each of the Vendors stating that such Vendor is not a nonresident of Canada within the meaning of the Tax Act;

• (xv) share certificates representing the Purchased 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; and

• (xvi) such other documents or instruments as the Purchaser reasonably requests.

The conditions in this Section 6.2 are for the exclusive benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances or may be waived by the Purchaser in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Purchaser may have.

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 Closing Date.

• (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.

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• (d) Approvals and Consents. All approvals, consents and waivers that are listed in Section 4.2 of the Disclosure Schedules shall have been received, and executed counterparts thereof shall have been delivered to the Vendors, at or before the Closing.

• (e) Closing Deliveries. The Vendors shall have received the following:

• (i) the Transaction Documents executed and delivered by the parties thereto;

• (ii) the Escrow Agreement executed by the Purchaser and the Escrow Agent;

• (iii) the Executive Employment Agreements executed by the Purchaser;

• (iv) the certificates representing the Consideration Shares or, if requested in writing by the Vendor's Representative as soon as practicable and in any event, not less than ten (10) Business Days prior to the Closing Date, electronic book-based entries in CDS representing the Consideration Shares issued to the applicable Vendors;

• (v) the Solicitors for the Vendors shall have received the Closing Payment by wire transfer in immediately available funds;

• (vi) a certificate of the Purchaser certifying that each of the representations and warranties of the Purchaser in this Agreement is true and correct as at the Closing Date and that each covenant of the Purchaser in this Agreement to be performed prior to Closing has been performed;

• (vii) 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;

• (viii) APPS Cartage shall have received the amount that is equal to the sum of the Casson Withholding, the Norman Withholding and the Burke Withholding by wire transfer in immediately available funds;

• (ix) APPS shall have received the portion of the Donbert Debt, the portion of the Entbre Debt and the portion and the Caslan Debt owing to APPS by wire transfer in immediately available funds;

• (x) APPS Cartage shall have received the portion of the Donbert Debt, the portion of the Entbre Debt and the portion and the Caslan Debt owing to APPS Cartage by wire transfer in immediately available funds;

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• (xi) APPS Cargo shall have received the portion of the Donbert Debt, the portion of the Entbre Debt and the portion and the Caslan Debt owing to APPS Cargo by wire transfer in immediately available funds; and

• (xii) such other documents or instruments as the Vendors reasonably request.

The conditions in this Section 6.3 are for the exclusive benefit of the Vendors and may be asserted by the Vendors regardless of the circumstances or may be waived by the Vendors in their sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which the Vendors may have.

6.4 Satisfaction of Conditions Precedent

• (a) Each Party shall proceed diligently and in good faith and use commercially reasonable efforts to cause all of the conditions precedent described in Sections 6.1, 6.2 and 6.3 which are to be obtained or complied with by that Party to be fulfilled and satisfied as soon as practicable and in any event before the Closing Time, including using their respective commercially reasonable efforts to obtain all authorizations, consents, permits, waivers or other approvals of all Governmental Authorities (including the Competition Act Approval, CTA Approval and approval of the TSX) that may be or become necessary for the execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the consummation of the transactions contemplated by this Agreement, and the Parties shall reasonably cooperate with each other with respect to each of the foregoing.

• (b) No Party may terminate this Agreement pursuant to Section 8.1 if its own breach of the Agreement resulted in the non-satisfaction of one or more of the conditions precedent for its benefit.

• (c) Each Party shall use commercially reasonable efforts to avoid the filing of an application for, or the issuance of, any interim order or other order that would have the effect of delaying or preventing the Closing, and if any such interim order or other order is issued, the Party to which the order relates to shall take commercially reasonable efforts to have it rescinded, revoked or set aside as soon as possible.

• (d) The APPS Entities, the Vendors and the Purchaser will provide to the other Party or Parties, as applicable, any request from any Governmental Authority for any information in respect of any third party claim, complaint, or investigation that could impede the completion of the transactions contemplated by this Agreement.

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 3.7, Section 3.10(c), Section 3.35, Section 4.1, Section 4.2,

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Section 4.3 and Section 4.4 (each a " Fundamental Representation ") shall survive indefinitely; (ii) Section 3.29 shall survive for a period of 2 years, and (iii) Section 3.32 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, jointly and severally, shall indemnify and defend each of the Purchaser and its Affiliates (including the APPS 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, instrument or other agreement delivered by or on behalf of the Vendors under this Agreement, 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 in any certificate, instrument or other agreement delivered by or on behalf of the Vendors under this Agreement; or

• (c) any Taxes attributable to an APPS Entity for any period ending on or before the Closing Date, and, for greater certainty, including any Taxes attributable to any of the APPS Entities arising directly or indirectly pursuant to (X) any Losses relating to any transaction that resulted in a deemed dividend on shares in the capital of any of the APPS Entities; and (Y) the Pre-Closing Reorganization 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 APPS Entities or the failure to file any elections contemplated by the Pre-Closing Reorganization Transactions; and

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• (iv) any liabilities relating to or arising from any of the assets transferred or otherwise contemplated by the Pre-Closing Reorganization Transactions other than any intercompany obligations between the APPS Entities which, the Parties acknowledge, are not required to be repaid by the APPS Entities; or

• (d) any deficiencies in the Books and Records;

• (e) any audit investigations or other Actions of or against the APPS Entities by any Governmental Authority relating to the accounting for or reporting of Operating Leases and/or Capital Leases; or

(f) [Description of 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 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 $50,000 (the " Basket "), 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 $10,000,000 (the " Cap ") provided that the liability for Losses arising under Section 7.2(e) shall (i) survive indefinitely; and (ii) not be subject to either the Basket or the Cap such that all such Losses shall be paid to the Purchaser dollar for dollar.

• (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

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indemnification under Section 7.3 exceeds the Basket, in which event the Purchaser 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 7.3 or for any breach of representation or warranty under this Agreement shall not exceed the Cap.

• (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) 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) 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 in the year that the relevant Losses are incurred; or

• (iv) 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) For the sole purpose of determining Losses (and not for determining whether or not any breaches of representations or warranties have occurred), the representations and warranties of the Vendors shall not be deemed qualified by any references to Vendors' Knowledge, materiality or to material adverse effect.

• (f) 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 APPS 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 APPS Entities to use any collection procedures that are more aggressive than those employed by the APPS 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.

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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 APPS 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

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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

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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 APPS 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 Effect of Investigation

The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party's right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate.

7.9 Exclusive Remedies

Subject to Section 5.6 and Section 9.14, 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 5.6 and Section 9.14 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 7.9 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.

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ARTICLE VIII TERMINATION

8.1 Events of Termination

• (a) This Agreement may be terminated:

• (i) at any time by the mutual written consent of the Parties;

• (ii) if the Closing has not occurred by the Closing Date, then by either Party, if and only if the reason that Closing has not occurred is not the failure by the Party seeking to terminate this Agreement, to perform any of its obligations under this Agreement;

• (iii) by either the Purchaser or the Vendors if the Competition Act Approval, CTA Approval or approval of the TSX is not received by the Closing Date, if and only if the reason that such approval has not occurred is not due to the failure by the Party seeking to terminate this Agreement to perform any of its obligations related to obtaining such approval under this Agreement;

• (iv) by the Purchaser, provided that the Purchaser is not then in breach of this Agreement, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Vendors set forth in this Agreement shall have occurred that would cause any of the conditions for the benefit of the Purchaser not to be satisfied on the Closing Date;

• (v) by the Vendor, provided that the Vendor is not then in breach of this Agreement, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser set forth in this Agreement shall have occurred that would cause any of the conditions for the benefit of the Vendor not to be satisfied on the Closing Date; or

• (b) This Article VIII shall remain in force notwithstanding the termination of this Agreement.

8.2 Effect of Termination

If this Agreement is terminated prior to Closing in accordance with Section 8.1:

• (a) each Party shall be released from all of its obligations hereunder; and

• (b) each Party will each bear all costs incurred by it prior to termination.

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ARTICLE IX MISCELLANEOUS

9.1 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 of the Closing has occurred, in no event, shall the APPS Entities have paid or incurred any obligations in respect of any Transaction Expenses.

9.2 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 9.2):

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

	Robert McDonald
	15 Silvergrove Road
	Toronto, Ontario
	M2L 2N5
	Email: rmcdonald@appsexpress.com
	Attention: Robert McDonald
with a copy to:	Thompson, MacColl & Stacy LLP
	5-1020 Matheson Blvd. East
	Mississauga, Ontario L4W 4J9
	Email: jstacy@tmslaw.com
	Attention: James E. Stacy
If to Purchaser:	Mullen Group Ltd.
	#121A, 31 Southridge Dr.
	Okotoks, Alberta T1S 2N3
	Facsimile: (403) 995-5296
	Email: SClark@mullen-group.com
	Attention: P. Stephen Clark
with a copy to:	Field LLP
	400 – 444 7 AVE SW
	Calgary, Alberta T2P 0X8
	Facsimile: (403) 264 7084
	Email: smaclachlan@fieldlaw.com
	Attention: Sean R. MacLachlan

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9.3 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.

9.4 Accounting Principles

For the purposes of this Agreement, and unless expressly provided otherwise herein, all accounting terms shall be construed, and all calculations to be made or financial data to be submitted shall be prepared, in accordance with generally accepted accounting principles (GAAP) in effect in Canada, including without limitation, those approved or recommended by the Chartered Professional Accountants of Canada (CPA) or any successor institute, and published in the CPA Handbook – Accounting , Part II (Accounting standards for private enterprises), as in effect on the Closing Date, applied on a consistent basis.

9.5 Headings

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

9.6 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.

9.7 Entire Agreement

This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter, including, for greater certainty, the letter of intent dated February 26, 2021 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 other Transaction Documents, the Exhibits and Disclosure Schedules), the statements in the body of this Agreement will control.

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9.8 Assignment

The rights of the Vendors hereunder shall not be assignable without the prior written consent of the Purchaser. The rights of the Purchaser hereunder shall not be assignable without the prior written consent of the Vendors' Representative.

9.9 Set-Off

Each party shall have the right to satisfy any amount from time to time owing by it to any other party by way of set-off.

9.10 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.

9.11 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.

9.12 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.

9.13 Governing Law; Forum; Choice of Language

• (a) This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

• (b) Any Action arising out of or based upon this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby may be brought in the courts of the Province of Ontario, 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

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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.

9.14 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.

9.15 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 ]

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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.

MULLEN GROUP LTD.

APPS TRANSPORT GROUP INC.

Per: "P. Stephen Clark" Per: "Robert McDonald" Name: P. Stephen Clark Name: Robert McDonald Title: Chief Financial Officer Title: President

APPS CARTAGE INC. APPS CARGO TERMINALS INC.

Per: "Robert McDonald" Per: "Robert McDonald" Name: Robert McDonald Name: Robert McDonald Title: President Title: President

2189183 ONTARIO INC.

2189188 ONTARIO INC.

Per: "Robert McDonald" Per: "Brent Byers" Name: Robert McDonald Name: Brent Byers Title: President Title: President

ALDBOR INC.

SCONAL INC.

Per: "Robert McDonald" Per: "Scott Casson" Name: Robert McDonald Name: Scott Casson Title: President Title: President

DONBERT INC.

CASLAN INC.

Per: "Robert McDonald"

Name: Robert McDonald Title: President

Per: "Scott Casson" Name: Scott Casson Title: President

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ENTBRE INC.

TREBYE INC.

Per: "Brent Byers"

Per: "Robert McDonald"

Name: Brent Byers Title: President

Name: Robert McDonald Title: President

BREGIN INC.

Per: "Brent Byers"

Name: Brent Byers Title: President

R.M. MCDONALD FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

BRENT BYERS FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

"Robert McDonald"

__________ Name: Robert M. McDonald

"Brent Byers"

__________ Name: Brent Byers

SCOTT CASSON FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

LANCE NORMAN FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

"Scott Casson"

__________ Name: Scott Casson

"Lance Norman"

__________ Name: Lance Norman

[Signature page continued]

"Robert M. McDonald"

	"Robert M. McDonald"
WITNESS WITNESS WITNESS WITNESS WITNESS	ROBERT M. MCDONALD "Brent Byers"
	BRENT BYERS "Lance Norman"
	LANCE NORMAN "Scott Casson"
	SCOTT CASSON "Ron Burke"
	RON BURKE

[Signature page continued]

EXHIBIT A

VENDORS, VENDORS' SHARES AND ALLOCATION OF PURCHASE PRICE

[Vendors, Vendors' Shares and Allocation of Purchase Price Redacted]

EXHIBIT B

BANK ACCOUNT INFORMATION

[Bank Account Information Redacted]

EXHIBIT C

FORM OF NON-COMPETITION AGREEMENT

[See Attached]

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CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT

THIS CONFIDENTIALITY, NON-COMPETITION AND NON-SOLICITATION AGREEMENT is entered into as of this 24[th] day of June, 2021.

BETWEEN:

● , an individual residing in the City of ●, in the Province of Ontario (" ● ")

• and -

MULLEN GROUP LTD. , a corporation incorporated pursuant to the laws of the Province of Alberta (" Purchaser ")

• and -

APPS TRANSPORT GROUP INC. , a corporation incorporated pursuant to the laws of the Province of Ontario (" APPS ")

• and -

APPS CARGO TERMINALS INC. , a corporation incorporated pursuant to the laws of the of Canada (" Cargo ")

• and -

APPS CARTAGE INC. , a corporation incorporated pursuant to the laws of the Province of Ontario (" Cartage " and together with Cargo and APPS, the " Corporations ")

RECITALS:

• A. Pursuant to a Share Purchase Agreement dated the 22[nd] day of June, 2021 (the " SPA ") among Purchaser, the Corporations and all of the shareholders of APPS (the " Vendors "), among others, the Purchaser is purchasing all of the issued and outstanding shares (" Shares ") of the Corporations held by Vendors (" Transaction ").

• B. ●, Purchaser and the Corpora�ons agree that this Agreement is necessary in order to ensure that Purchaser receives the full benefit of the goodwill of the Business and to maintain and preserve the fair market value of all of the Shares and, therefore, ● is willing to enter into this Agreement to protect that goodwill and to maintain and preserve the fair market value of the Shares.

• C. ● acknowledges that this Agreement is an integral part of the Transac�on under which ● shall receive significant benefits and that Purchaser is relying on the covenants and acknowledgements given herein by ● in connec�on with its purchase of the Shares and the Corporations.

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• D. The execution and delivery of this Agreement is a condition precedent to the obligation of Purchaser to complete the transactions contemplated in the SPA.

NOW THEREFORE IN CONSIDERATION OF the completion of the transactions contemplated in the SPA and in order to induce the Purchaser to do so, and the mutual agreements and covenants hereinafter contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions

In this Agreement:

• (a) " Affiliate " has the meaning set forth in the Business Corporations Act (Alberta).

• (b) " Agreement " means this confidentiality, non-competition and non-solicitation agreement, as it may be supplemented or amended by written agreement between the Parties, as provided for herein.

• (a) " Business " means trucking, transloading, brokerage, warehousing and logistics services including less-than-truckload, truckload, container hauling, cross border, refrigerated service, and specialized logistics.

• (b) " Business Day " means any day other than Saturday, Sunday or a statutory holiday when the banks conducting business in the City of Mississauga are generally not open for the transaction of banking business.

• (c) " Confidential Information " means any and all confidential and proprietary information of the Corporations and Purchaser regardless of when such confidential proprietary information was obtained or came to be known by ● and such confiden�al informa�on shall include, without limitation, intellectual property, trade secrets, all information concerning Customers, employees or consultants, financial information, special or exclusive knowledge connected with the Business, any of the Corporations’ or Purchaser's dealings, transactions, or affairs, pricing, financial information and forecasts, and development plans.

• (d) " Customer " means, at any time during the term of this Agreement, any Person that is a customer or client of the Corporations or any Person who was a customer or a client of the Corporations or Vendors at that time or at any time in the twenty four (24) month period preceding that time.

• (e)

• " Effective Date " means the 24[th] day of June, 2021.

• (f) " Party " means a party to this Agreement and any reference to a Party includes its successors and permitted assigns; and " Parties " means each and every Party.

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• (g) " Person " means an individual, body corporate, sole proprietorship, partnership, trust, unincorporated association, unincorporated syndicate, unincorporated organization, or another entity, and a natural person acting in his or her individual capacity or in his or her capacity as executor, trustee, administrator or legal representative, and any governmental authority.

• (h) " Restricted Period " means the period being the date that is the later of (i) [Restricted Period Redacted] years immediately following the Effective Date of this Agreement and (ii) one year from termination of ●’s employment agreement with any of the Purchaser or the Corporations.

• "

• (i) Restricted Territory " means the Provinces of [Restricted Territory Redacted] .

All other capitalized terms not defined herein have the meanings ascribed to them in the SPA.

ARTICLE 2 NON-COMPETITION

2.1 Non-Competition by ●

● shall not without the prior wri�en consent of Purchaser, at any �me within the Restricted Period, either individually or in partnership or jointly or in conjunction with any other Person, as principal, agent, consultant, lender, contractor, employer, employee, investor or shareholder, or in any other manner, directly or indirectly, advise, manage, carry on, establish, acquire control of, be engaged in, invest in or lend money to, guarantee the debts or obligations of, or permit its name or any part thereof to be used or employed by any Person that operates, is engaged in, or has an interest in, a business anywhere within the Restricted Territory that competes in any way with the Business as at the Effective Date or which the Purchaser may reasonably demonstrate ● had knowledge of therea�er. For the purposes of this Agreement, and without limiting the effect of the foregoing, a Person is considered to compete with the Business if that Person directly or indirectly engages in or permits the solicitation or sale to any Customers of any products or services that are the same as, or similar to, or may be an alternative to, the type of products or services developed or sold by Corporations.

2.2 Non-Solicitation of Employees and Contractors

During the Restricted Period, ●shall not: (a) directly or indirectly hire any Person who is, at that time, or was at any time in the preceding twenty four (24) month period, either an employee or contractor of the Corporations or their Affiliates; (b) directly or indirectly, solicit, raid, entice or induce any Person who is, at that time, or was at any time in the preceding twenty four (24) month period, either an employee or contractor of the Purchaser or its Affiliates to be employed by any Person that operates a business that competes in any way with the Business as at the Effective Date or which the Purchaser may reasonably demonstrate ● had knowledge of thereafter; (c) directly or indirectly, approach any such employee or contractor for any of the purposes contemplated above in this Section 2.2; or (d) authorize or knowingly approve the taking of such actions by other Persons or assist any such Person in taking any of the actions contemplated above in this Section 2.2.

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2.3 Non-Solicitation of Customers and Suppliers

During the Restricted Period, ● shall not ini�ate contact with any Customer or supplier of the Corporation as at the Effective Date or which the Purchaser may reasonably demonstrate ● had knowledge of thereafter and with whom ●had contact as a result of ●’s employment or posi�on with the Corporation, for the purpose of soliciting, inducing, or attempting to solicit or induce, such customers or suppliers to become a customer or supplier of any business that competes in any way with the Business.

2.4 Confidentiality

the strictest of confidence, at all times preserve and maintain such confidential information, and shall not use or disclose to any Person any Confidential Information for any purpose or circumstances whatsoever, provided that nothing in this Agreement shall preclude ● from disclosing or using the Confidential Information if:

• (a) the Confidential Information is available to the public or is in the public domain at the time of such disclosure or use, other than as a result of a breach of this Agreement by ●;

• (b) ● is released in wri�ng from any obliga�ons under this Agreement by the Purchaser; or

• (c) disclosure of the Confidential Information by ● is required to be made pursuant to any law or upon the lawful request of a court of competent jurisdiction.

2.5 Remedies

● acknowledges that a breach any of the covenants contained in this Agreement would result in damages to Purchaser and that Purchaser may not be adequately compensated for such damages by a monetary award alone. Accordingly, ●agrees that in the event of any such breach, in addi�on to any other remedies available at law or otherwise, Purchaser shall be entitled as a matter of right to apply to a court of competent jurisdiction for relief by way of injunction, restraining order, decree or otherwise as may be appropriate to ensure compliance by ● with the provisions of this Agreement. Any remedy expressly set out in this Agreement shall be in addition to and not inclusive of or dependent upon the exercise of any other remedy available at law or otherwise.

2.6 Reasonableness of Restrictions

The Parties agree that all restrictions in this Agreement are necessary and fundamental to the protection of the Business and of the businesses of Purchaser and are reasonable and valid. All defences to the strict enforcement of this Agreement against ● are hereby waived.

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ARTICLE 3 NOTICES

3.1 Notices

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

(a) to ●at:

● ●

Attention: ● E-Mail: ●

• (b) to Purchaser at:

Mullen Group Ltd. 121A – 31 Southridge Drive Okotoks, AB T1S 2N3

Attention: P. Stephen Clark Chief Financial Officer Facsimile: (403) 995-5296 Email: SClark@mullen-group.com

A Notice is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by facsimile, on the Business Day following the date of confirmation of transmission by the originating facsimile and if by pdf or electronic transmission, on the next Business Day following the day on which it was dispatched. A Party may change its address for service from time to time by providing a Notice in accordance, with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed. Sending a copy of a Notice to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the Notice to that Party. The failure to send a copy of a Notice to legal counsel does not invalidate delivery of that Notice to a Party.

ARTICLE 4 GENERAL

4.1 Further Assurances

Each Party will, at the requesting Party's cost, execute and deliver any further agreements and documents and provide any further assurances as may be reasonably required by the other Party to give effect to this Agreement.

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4.2 Amendment and Waiver

No supplement, modification, amendment, waiver, discharge or termination of this Agreement is binding unless it is executed in writing by the Party to be bound. No waiver of, failure to exercise or delay in exercising, any provision of this Agreement constitutes a waiver of any other provision (whether or not similar) nor does any waiver constitute a continuing waiver unless otherwise expressly provided.

4.3 Governing Law and Jurisdiction

This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation) will be governed by and construed in accordance with the laws in force in the Province of Ontario and the federal laws of Canada applicable therein. The Parties irrevocably submit and attorn to the jurisdiction of the courts of Alberta and all courts of appeal therefrom in respect of the subject matter of this Agreement.

4.4 Assignment

Except as otherwise provided in this Section 4.4, neither this Agreement nor any right or obligation under this Agreement may be assigned by any Party without the prior written consent of the other Parties. Notwithstanding the foregoing, Purchaser may assign this Agreement, or any of its rights under this Agreement, in whole or in part (without the consent of ●) to any successor or Affiliate of Purchaser or to a purchaser of all of the issued and outstanding shares of Purchaser or to a purchaser of all or substantially all of the assets of Purchaser. In the event of any such assignment, the benefit of this Agreement may be claimed by both the assignor and the assignee and the number of such assignments shall not negate the effectiveness of this clause.

4.5 Enurement

This Agreement enures to the benefit of and is binding upon the Parties and their respective successors and permitted assigns.

4.6 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect.

4.7 Counterpart and Facsimile Execution

This Agreement may be executed in as many counterparts as are deemed necessary, and may be delivered by facsimile or in electronic pdf form, and when so executed and delivered, each such counterpart is as valid and binding on all Parties hereto as every other such counterpart. If a Party delivers a counterpart by facsimile or in electronic pdf form, that Party shall promptly thereafter deliver to the other Party an originally executed counterpart.

[Remainder of this page left intentionally blank. Signature page follows]

IN WITNESS OF WHICH the Parties have executed this Confidentiality, Non-Competition and NonSolicitation Agreement as of the date noted at the beginning of the Agreement.

MULLEN GROUP LTD.

Per:

Name: P. Stephen Clark Title: Chief Financial Officer

APPS CARGO TERMINALS INC.

Per:

Name: Title:

APPS TRANSPORT GROUP INC.

Per:

Name: Title:

APPS CARGO TERMINALS INC.

Per:

Name: Title:

●

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EXHIBIT D

FORM OF SPECIFIC RELEASE

[See Attached]

SPECIFIC RELEASE

TO: APPS TRANSPORT GROUP INC.

AND TO:

APPS CARTAGE INC. (" APPS Cartage "), APPS CARGO TERMINALS INC. (" APPS Terminals "), and to each of the corporations listed in schedule "A" (such corporations listed therein referred to collectively with APPS, APPS Cartage, and APPS Terminals as, the " Corporations ")

For the consideration (directly or indirectly) provided to the ● (" ● ") pursuant to the share purchase agreement dated June 22, 2021 among ●, Mullen Group Ltd. (the " Purchaser "), the Corporations and all of the shareholders of the Corporations (the " Share Purchase Agreement "), and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) ● does for itself, and its heirs, executors, and administrators (collectively with ●, or any one or more of them, as the context requires, the " Releasors ") HEREBY REMISE, RELEASE AND FOREVER DISCHARGE the Corporations, and their respective directors, officers, shareholders, employees, contractors, agents, consultants, subsidiaries, affiliates, predecessors, successors, receivers, receiver-managers, trustees and assigns (collectively, or any one or more of them, as the context requires, the " Releasees ") of and from any and all manner of actions, suits, dues, sums of money, claims and demands whatsoever at law or in equity, which the Releasors ever had, now have, or shall or may have against the Releasees, by reason of any matter, cause or thing whatsoever existing up to and inclusive of the date of this Release arising out of, accruing under or pursuant to, connected with, or otherwise related directly or indirectly, in any manner whatsoever, ● having been a (direct, indirect or beneficial) shareholder (or principal thereof) of the Corporations.

Notwithstanding the foregoing, and to the extent applicable, the provisions hereof shall not remise, release or discharge the Releasees, or any of them, in respect of any rights which the Releasors now have or hereafter can, shall or may have arising under any of the Releasors’ rights and entitlements pursuant to or contemplated by the Share Purchase Agreement.

It is the specific intent and purpose of this Release to release and discharge any and all claims and causes of action of any nature or kind whatsoever, whether known or unknown and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Release (except those specifically identified herein) and the Releasors do hereby specifically waive any claim or right to assert that any cause of action or alleged cause of action or claim or demand has been, through oversight or error or intentionally or unintentionally, omitted from this Release.

This Release shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding reference to conflicts of laws principles, and shall be binding on each of the undersigned's heirs, executors, administrators, successors and assigns.

The Releasors and Releasees hereby irrevocably attorn and submit to the jurisdiction of the courts of Ontario and all courts of appeal therefrom in respect of the subject matter of this Release.

● acknowledges and represents that he has had an opportunity to confer with legal counsel and has agreed upon this Release without being induced by any representation, statement, act or omission to act by any of the Releasees or the Purchaser.

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It is understood by the Releasors and Releasees that this Release contains the entire agreement between the parties with respect to the subject matter hereof, and the terms of this Release are contractual and not merely recital.

This Release may be executed by facsimile execution or in electronic pdf form, and when so executed and delivered, and any such facsimile execution or electronic pdf form shall be binding upon the Releasors in the same manner as an originally executed Release.

DATED this 24[th] day of June, 2021.

●

__________ Name: ●

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Schedule "A" Released Corporations

1. APPS Transport Group Inc.

2. APPS Cartage Inc.

3. APPS Cargo Terminals Inc.

4. 2189183 Ontario Inc.

5. 2189188 Ontario Inc.

6. Aldbor Inc. 7. Bregin Inc.

8. Sconal Inc.

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EXHIBIT E

FORM OF RESIGNATION AND RELEASE

[See Attached]

RESIGNATION AND GENERAL RELEASE

TO: APPS TRANSPORT GROUP INC. (" APPS ")

AND TO: APPS CARTAGE INC. , APPS CARGO TERMINALS INC. , 2189183 ONTARIO INC., 2189188 ONTARIO INC., ALDBOR INC., BREGIN INC., AND SCONAL INC . (referred to collectively with APPS as the " Corporations ").

I, ● (the " Releasor "), a director of the Corporations, hereby tender my resignation as a director, officer and employee of the Corporations effective as of the Closing Date (as such term is defined in the Share Purchase Agreement dated June 22, 2021 among the Releasor, Mullen Group Ltd. (the " Purchaser "), the Corporations and all of the Shareholders of the Corporations (the " Share Purchase Agreement ").

For the consideration of the sum of $10.00 and other good and valuable consideration (directly or indirectly) provided to the Releasor pursuant to the Share Purchase Agreement and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Releasor does for himself, and his heirs, executors, and administrators (collectively, or any one or more of them, as the context permits, the " Releasors ") HEREBY REMISE, RELEASE AND FOREVER DISCHARGE the Corporations, and its respective directors, officers, shareholders, employees, contractors, agents, consultants, subsidiaries, affiliates, predecessors, successors, receivers, receiver-managers, trustees and assigns (collectively, or any one or more of them, as the context requires, the " Releasees ") of and from any and all manner of actions, suits, dues, sums of money, claims and demands whatsoever at law or in equity, which the Releasors ever had, now has, or shall or may have against the Releasees by reason of any matter, cause or thing whatsoever existing up to and inclusive of the date of this Resignation and Release arising out of, accruing under or pursuant to, connected with, or otherwise related directly or indirectly, in any manner whatsoever, the Releasor having acted as a director of the Corporations prior to the date hereto.

Notwithstanding the foregoing, and to the extent applicable, the provisions hereof shall not remise, release or discharge the Releasees, or any of them, in respect of any rights which the Releasors now having or hereafter can, shall or may have arising under any of the Releasor's rights and entitlements pursuant to or contemplated by the Share Purchase Agreement.

It is the specific intent and purpose of this Resignation and Release to release and discharge any and all claims and causes of action of any nature or kind whatsoever, whether known or unknown and whether specifically mentioned or not, which may exist or might be claimed to exist at or prior to the date of this Release (except those specifically identified herein) and the Releasor does hereby specifically waive any claim or right to assert that any cause of action or alleged cause of action or claim or demand has been, through oversight or error or intentionally or unintentionally, omitted from this Release.

This Resignation and Release shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, excluding reference to conflicts of laws principles, and shall be binding on the Releasor's heirs, executors, administrators, successors and assigns (as applicable).

The Releasors and Releasees hereby irrevocably attorn and submit to the jurisdiction of the courts of Ontario and all courts of appeal therefrom in respect of the subject matter of this Release.

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The Releasor acknowledges and represents that it has had an opportunity to confer with legal counsel and has agreed upon this Release without being induced by any representation, statement, act or omission to act by any of the Releasees or the Purchaser.

It is understood by the Releasor and Releasee that this Resignation and Release contains the entire agreement between the parties with respect to the subject matter hereof, and the terms of this Resignation and Release are contractual and not merely recital.

[Remainder of the page intentionally left blank. Signature page follows]

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This Resignation and Release may be executed by facsimile execution or in electronic pdf form, and when so executed and delivered, and any such facsimile execution or electronic pdf form shall be binding upon the Releasor in the same manner as an originally executed Resignation and Release.

DATED this 24[th] day of June, 2021

●

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EXHIBIT F

PERMITTED ENCUMBRANCES

NIL

EXHIBIT G

FORM OF ESCROW AGREEMENT

[See Attached]

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ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the " Agreement ") is made this 24[th] day of June, 2021.

AMONG:

MULLEN GROUP LTD. , a corporation incorporated under the laws of the Province of Alberta (the " Purchaser ")

• and -

ROBERT M. MCDONALD , an individual residing in the City of Toronto in the Province of Ontario (" McDonald ")

• and -

BRENT BYERS , an individual residing in the Town of Caledon in the Province of Ontario (" Byers ")

• and -

LANCE NORMAN , an individual residing in the Town of Oakville in the Province of Ontario (" Norman ")

• and -

SCOTT CASSON , an individual residing in the City of Etobicoke in the Province of Ontario (" Casson ")

• and -

RON BURKE , an individual residing in the City of Toronto in the Province of Ontario (" Burke ")

• and -

R.M. MCDONALD FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" McDonald Trust ")

• and -

BRENT BYERS FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Byers Trust ")

• and -

SCOTT CASSON FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Casson Trust ")

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• and -

LANCE NORMAN FAMILY TRUST , a trust existing pursuant to the laws of the Province of Ontario (" Norman Trust ")

• and -

DONBERT INC. , a corporation incorporated under the laws of the Province of Ontario (" Donbert ")

• and -

ENTBRE INC. , a corporation incorporated under the laws of the Province of Ontario (" Entbre ")

==> picture [32 x 9] intentionally omitted <==

CASLAN INC. , a corporation incorporated under the laws of the Province of Ontario (" Caslan ")

• and -

TREBYE INC. , a corporation incorporated under the laws of the Province of Ontario (" Trebye ")

(McDonald, Byers, Norman, Casson, Burke, McDonald Trust, Byers Trust, Casson Trust, Norman Trust, Donbert, Entbre, Caslan and Trebye referred to collectively as the " Vendors ")

==> picture [32 x 9] intentionally omitted <==

2189183 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario (" RobCo ")

==> picture [32 x 9] intentionally omitted <==

2189188 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario (" BrentCo ")

==> picture [32 x 9] intentionally omitted <==

ALDBOR INC. , a corporation incorporated under the laws of the Province of Ontario (" Aldbor ")

==> picture [32 x 9] intentionally omitted <==

BREGIN INC. , a corporation incorporated under the laws of the Province of Ontario (" Bregin ")

• and -

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SCONAL INC. , a corporation incorporated under the laws of the Province of Ontario (" Sconal ")

• and -

APPS TRANSPORT GROUP INC. , a corporation incorporated under the laws of the Province of Ontario (" APPS ")

• and -

APPS CARGO TERMINALS INC. , a corporation incorporated under the laws of the Canada (" APPS Cargo ")

• and -

APPS CARTAGE INC. , a corporation incorporated under the laws of the Province of Ontario (" APPS Cartage ")

==> picture [32 x 8] intentionally omitted <==

FIELD LLP. , a limited liability partnership existing under the laws of the Province of Alberta (" Field ")

WHEREAS in connection with a Share Purchase Agreement among APPS, APPS Cargo, APPS Cartage, RobCo, BrentCo, Aldbor, Bregin, Sconal, the Purchaser and the Vendors dated June 22, 2021 (the " Share Purchase Agreement "), to which this Agreement has been scheduled, the Vendors, the Purchaser and the Escrow Agent have agreed to enter into this Agreement;

NOW THEREFORE, THIS AGREEMENT WITNESSES that for good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by each of the parties hereto), the parties covenant and agree as follows:

ARTICLE X DEFINITIONS

10.1 Definitions

Capitalized terms used herein and which are defined in the Share Purchase Agreement shall, unless otherwise defined herein, have the meanings set out in the Share Purchase Agreement. The following terms when used herein will mean the following:

• (a) " Business Day " means any day of the week other than a Saturday, Sunday or statutory or civic holiday observed in Calgary, Alberta;

• (b) " Holdback " means the amount of CDN $1,000,000.00; and

• (c) " Vendors ’ Designated Representative" has the meaning set forth in Section 2.7(a) of the Share Purchase agreemeny.

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ARTICLE XI APPOINTMENT OF THE ESCROW AGENT

11.1 Appointment of Escrow Agent

The Vendors and the Purchaser hereby appoint the Escrow Agent as the escrow agent to receive, hold and deal with the Holdback subject to the terms and conditions of this Agreement. The Escrow Agent hereby accepts such appointment and hereby declares that it will hold the Holdback, in escrow, subject to the terms and conditions of this Agreement.

ARTICLE XII HOLDBACK

12.1 Holdback

The Escrow Agent hereby acknowledges having received from the Purchaser the Holdback to be held by the Escrow Agent pursuant to and in accordance with the provisions of this Agreement.

12.2 Investment of Holdback

The Escrow Agent shall cause the Holdback to be deposited into a non-interest bearing trust account with a Canadian chartered bank until otherwise instructed in writing jointly by the Vendors and the Purchaser. The Escrow Agent shall have no obligation or liability in respect of any amount owing by the Purchaser to the Vendors pursuant to Section 2.3 of the Share Purchase Agreement.

12.3 Release from Escrow

The Escrow Agent will release the Holdback upon the Escrow Agent receiving (whether by mail, fax or electronic mail in PDF format) a joint written direction executed by the Vendors’ Designated Representative and the Purchaser, such direction to be substantially in the form of Schedule "A" hereto (the " Release Direction "). The Escrow Agent will distribute the Holdback in accordance with the Release Direction within three Business Days of the receipt of the Release Direction.

12.4 Vendors’ Designated Representative

The Purchaser and the Escrow Agent are entitled to rely on the actions and determinations of the Vendors’ Designated Representative, and neither will have any liability whatsoever with respect to any action or omission taken in reliance on the actions or omissions of the Vendors’ Designated Representative including, without limitation, delivery of the Release Direction.

ARTICLE XIII CONCERNING THE AGREEMENT

13.1 Expiry and Dispute of this Agreement

Notwithstanding anything herein or in any other agreement or instrument expressed or implied to the contrary, if the Holdback has not been released pursuant to Section 3.3 above by the day that is six (6) months following the date hereof (and if such date is a weekend or statutory holiday then the next

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Business Day thereafter) or if at any time the Escrow Agent, in its sole discretion, believes that there is a bona fide question, confusion or dispute in respect of or as to any of the following:

• (a) the holding or disbursement of all or any of the Holdback;

• (b) the duties of the Escrow Agent under this Agreement; or

• (c) the validity, enforceability, extent of enforceability or meaning of any provision of this Agreement touching upon or pertaining to the function or duties of the Escrow Agent;

the Escrow Agent may, in its sole discretion and notwithstanding any notices or demands received by the Escrow Agent from any of the other parties hereto or any other person, deposit all money then held by it relating to the Holdback or any portion thereof and all interest accrued thereon, with the Clerk of the Alberta Court of Queen's Bench, Judicial District of Calgary, and may interplead each of the other parties hereto and any other interested persons in the proceedings pursuant thereto. Upon making such deposit, and following the filing of its pleadings relative to its complaint in interpleader, the Escrow Agent shall be released from all liability under the terms of this Agreement with respect to Holdback so deposited and shall be entitled to recover from such parties, in such manner as may be determined by the Court and in the event that no such determination is made then in accordance with Section 5.1 hereof, the Escrow Agent's fees and related costs and expenses incurred in connection with such action.

13.2 Escrow Agent

• (a) The acceptance by the Escrow Agent of its duties and obligations under this Agreement is subject to the following terms and conditions, which the parties to this Agreement agree will govern and control the Escrow Agent with respect to its rights, duties, liabilities and immunities with respect to the Holdback:

• (i) the Escrow Agent will not be liable or accountable for any loss or damage whatsoever to any person, including but not limited to each of the Vendors and each of their officers, directors, shareholders and affiliates, caused by its performance of or its failure to perform its duties and responsibilities under this Agreement, save only to the extent that such loss or damage is attributable to the negligence, fraud or willful misconduct of the Escrow Agent;

• (ii) the Escrow Agent shall not be required to give security for its conduct and the Escrow Agent will have no duties or responsibilities except those which are expressly set forth herein, and the rights, duties, liabilities and immunities of the Escrow Agent may not be altered without its prior written consent;

• (iii) upon release and delivery by the Escrow Agent of all of the Holdback, and any interest earned thereon, as provided for in this Agreement, the Escrow Agent will be released and forever discharged from all of its duties and responsibilities hereunder;

• (iv) in acting hereunder, the Escrow Agent will be jointly and severally indemnified and saved harmless by the Vendors and the Purchaser from all expenses, liabilities, claims, suits, damages, costs (including any costs incurred by the

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Escrow Agent pursuant to paragraph (e) below) and demands whatsoever and howsoever arising (collectively, the " Expenses ") in connection with the performance by it of its duties and responsibilities under this Agreement, save only to the extent that the Expenses arise directly from the negligence, fraud or willful misconduct of the Escrow Agent;

• (v) the Escrow Agent may act on the opinion or advice obtained from its counsel or other professional advisors duly qualified to practice in the Province of Alberta, and will not be responsible for any loss occasioned by doing so, nor will it incur any liability or responsibility for deciding in good faith not to act upon such opinion or advice; and

• (vi) the Escrow Agent may rely upon any direction, document or instrument delivered to it in compliance or purporting to be in compliance with any provision of this Agreement without any obligation whatsoever for it to make any inquiry as to its genuineness or the correctness of any statement made therein.

• (b) The Escrow Agent shall not be required to act and shall not be held liable for refusing to act unless it has received clear written instructions which comply with the terms of this Agreement. Such instructions must not require the exercise of any discretion or independent judgment by the Escrow Agent.

• (c) In case any property held by the Escrow Agent hereunder shall be attached, garnished or levied upon under any order of a court or the delivery thereof shall be stayed or enjoined by any order of any court or any other order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, the Escrow Agent is hereby expressly authorized in its sole discretion to obey and comply with all writs, orders, final judgments or decrees so entered or issued and in case the Escrow Agent obeys and complies with any such writ, order, final judgement or decree the Escrow Agent shall not be liable to any of the other parties hereto, their heirs, executors, legal representatives, successors or assigns or to any other person, firm or corporation by reason of such compliance.

• (d) Each of the Vendors acknowledges that the Escrow Agent has provided legal advice and related services to the Purchaser in connection with the transactions contemplated in the Share Purchase Agreement, and agrees that the Escrow Agent may continue to provide legal advice and related services to the Purchaser in connection with such agreements.

• (e) Notwithstanding any other provision contained in this Agreement, the terms of this Section 4.2 shall survive the termination or expiry of this Agreement.

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ARTICLE XIV OTHER MATTERS

14.1 Fees and Disbursements

The Purchaser covenants with the Escrow Agent that the Purchaser will pay to the Escrow Agent the fees and disbursements of the Escrow Agent for acting as escrow agent hereunder, which will be based on the Escrow Agent's standard hourly rates usually charged in performing legal services in effect from time to time. Notwithstanding any other provision contained in this Agreement, this Section 5.1 shall survive the termination or expiry of this Agreement.

14.2 Liability of Escrow Agent

None of the Escrow Agent nor any of its partners, associates, counsel or employees shall be held liable for any error in judgment or for any act done or step taken or omitted by the Escrow Agent or its partners, associates, counsel or employees in good faith or for any mistake, in fact or law, or for anything which it may do or refrain from doing in connection herewith except arising out of its own fraud, negligence or wilful misconduct. Notwithstanding any other provision contained in this Agreement, this Section 5.2 shall survive the termination or expiry of this Agreement.

14.3 Replacement of Escrow Agent

The Escrow Agent may resign and be discharged from all further duties and liabilities hereunder by giving to the other parties hereto ten (10) Business Days' notice in writing. In the event of the Escrow Agent resigning as aforesaid, a replacement escrow agent shall be appointed by the other parties hereto jointly and failing such appointment the retiring Escrow Agent may either (i) apply to a Judge of the Court of Queen's Bench of Alberta, Judicial District of Calgary, on such notice as such Judge may direct, for the appointment of a new escrow agent, or (ii) in its sole discretion and notwithstanding any notices or demands received by the Escrow Agent from any of the other parties hereto or any other person, deposit the Holdback and all accrued interest applicable thereto, with the Clerk of the Alberta Court of Queen's Bench, Judicial District of Calgary, and may interplead each of the other parties hereto and any other interested persons in the proceedings pursuant thereto. Upon making such deposit, and following the filing of its pleadings relative to its complaint in interpleader, the Escrow Agent shall be released from all liability under the terms of this Agreement with respect to the Holdback so deposited and shall be entitled to recover from such parties, in such manner as may be determined by the Court and in the event that no such determination is made then in accordance with Section 5.1 hereof, the Escrow Agent's fees and related costs and expenses incurred in connection with such action. Any escrow agent appointed in accordance with this Section shall be vested with the same powers, rights, duties and responsibilities as if it had been originally named herein as escrow agent, without any further assurance, conveyance, act or deed, and the expression "Escrow Agent" herein shall include such replacement escrow agent.

ARTICLE XV GENERAL

15.1 Assignment

Subject to Section 5.3, none of the parties to this Agreement may assign in whole or in part its rights or obligations under this Agreement without the prior written consent of all other parties hereto.

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15.2 Notices

Any notice or other communication required or permitted to be given by any party hereto to the other parties hereto shall be in writing and shall be delivered, mailed by registered prepaid post or given by e- mail to the following addresses:

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

Robert McDonald 15 Silvergrove Road Toronto, Ontario M2L 2N5 Email: rmcdonald@appsexpress.com Attention: Robert McDonald with a copy to: Thompson, MacColl & Stacy LLP 5-1020 Matheson Blvd. East Mississauga, Ontario L4W 4J9 Email: jstacy@tmslaw.com Attention: James E. Stacy

in the case of the Purchaser:

Mullen Group Ltd. 121A - 31 Southridge Drive Okotoks, Alberta T1S 2N3 Attention: P. Stephen Clark/Joanna K. Scott Email: sclark@mullen-group.com / jscott@mullen-group.com with a copy to: Field LLP 400 – 444 7 AVE SW Calgary, Alberta T2P 0X8 Facsimile: (403) 264 7084 Email: smaclachlan@fieldlaw.com Attention: Sean R. MacLachlan in the case of the Escrow Agent: FIELD LLP 400, 444-7[TH] Avenue SW Calgary, Alberta T2P 0X8 Attention: Sean R. MacLachlan Email: smaclachlan@fieldlaw.com

Any such notice or other communication shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by prepaid registered post, on the fifth (5th) Business Day following the deposit thereof in the mail and, if given by facsimile or email, on the first (1st) Business Day following the day on which it was dispatched (provided receipt is confirmed and a copy of such faxed or emailed notice has been mailed, first class postage prepaid). A party may change its address for receipt

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of notices, or other communications hereunder by giving notice thereof to the other parties hereto as herein provided.

15.3 Further Assurances

Each of the parties hereto shall from time to time execute and deliver all such further documents and instruments and shall do all such acts and things as any other party hereto may reasonably require to effectively carry out or perform or better evidence the full intent and meaning of this Agreement.

15.4 Headings

The headings set forth in this Agreement are for convenience only and shall not affect the interpretation hereof.

15.5 Laws to Govern and Jurisdiction

This Agreement shall be governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, and the parties hereby irrevocably attorn and submit to the jurisdiction of the courts of the Province of Alberta and all courts of appeal therefrom in respect of the subject matter of this Agreement.

15.6 Counterparts

This Agreement may be executed in counterparts and by facsimile or PDF format, each of which when so executed and delivered shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF the parties hereto have executed this Escrow Agreement as of the date first written above.

MULLEN GROUP LTD.

APPS TRANSPORT GROUP INC.

Per: Per: Name: P. Stephen Clark Name: Robert McDonald Title: Chief Financial Officer Title: President APPS CARTAGE INC. APPS CARGO TERMINALS INC. Per: Per: Name: Robert McDonald Name: Robert McDonald Title: President Title: President 2189183 ONTARIO INC. 2189188 ONTARIO INC. Per: Per: Name: Robert McDonald Name: Brent Byers Title: President Title: President ALDBOR INC. SCONAL INC. Per: Per: Name: Robert McDonald Name: Scott Casson Title: President Title: President

DONBERT INC. CASLAN INC. Per: Per:

Per: Per: Name: Robert McDonald Name: Scott Casson Title: President Title: President

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ENTBRE INC.

TREBYE INC.

Per:

Per:

Name: Brent Byers Title: President

Name: Robert McDonald Title: President

BREGIN INC.

FIELD LLP

Per:

Per:

Name: Brent Byers Title: President

Name: Sean MacLachlan Title: Partner

R.M. MCDONALD FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

BRENT BYERS FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

__________ Name: Robert M. McDonald

__________ Name: Brent Byers

SCOTT CASSON FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

LANCE NORMAN FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

__________ Name: Scott Casson

__________ Name: Lance Norman

WITNESS

ROBERT M. MCDONALD

WITNESS WITNESS

BRENT BYERS

LANCE NORMAN

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WITNESS	SCOTT CASSON
WITNESS	RON BURKE
	[Signature page continued]

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SCHEDULE "A"

RELEASE DIRECTION

TO: FIELD LLP 400, 444-7[th ] Avenue SW Calgary, Alberta T2P 0X8 Attention: Sean R. MacLachlan

RE: Share Purchase Agreement dated the 22nd day of June, 2021 (the " Agreement ") among the Purchaser, Robert M. McDonald, Brent Byers, Lance Norman, Scott Casson, Ron Burke, R. M. McDonald Family Trust, Brent Byers Family Trust, Scott Casson Family Trust, Lance Norman Family Trust, Donbert Inc., Entbre Inc., Caslan Inc., Trebye Inc., 2189183 Ontario Inc., 2189188 Ontario Inc., Aldbor Inc., Bregin Inc., Sconal Inc., Apps Transport Group Inc. , Apps Cargo Terminals Inc., Apps Cartage Inc.

All capitalized terms used herein will have the meaning ascribed to such terms in the Agreement.

The undersigned hereby certify the correctness of the adjustments to the Purchase Price set forth in the Final Certificate and unconditionally and irrevocably direct you as Escrow Agent, in accordance with Section 3.3 of the Escrow Agreement, to release the Holdback and pay the amounts set forth below representing the Holdback as follows:

(a) ●

This Release Direction may be executed in counterparts and by facsimile or PDF format, each of which when so executed and delivered shall be deemed to be an original and such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

DATED this _ day of ___, 20. MULLEN GROUP LTD. APPS TRANSPORT GROUP INC. Per: Per: Name: P. Stephen Clark Name: Robert McDonald Title: Chief Financial Officer Title: President APPS CARTAGE INC. APPS CARGO TERMINALS INC. Per: Per: Name: Robert McDonald Name: Robert McDonald Title: President Title: President 2189183 ONTARIO INC. 2189188 ONTARIO INC. Per: Per: Name: Robert McDonald Name: Brent Byers Title: President Title: President ALDBOR INC. SCONAL INC. Per: Per: Name: Robert McDonald Name: Scott Casson Title: President Title: President

DONBERT INC.

CASLAN INC.

Per:

Per:

Name: Robert McDonald Title: President

Name: Scott Casson Title: President

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ENTBRE INC.

TREBYE INC.

Per: Name: Brent Byers Title: President

Per:

Name: Robert McDonald Title: President

BREGIN INC.

Per: Name: Brent Byers Title: President

R.M. MCDONALD FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

BRENT BYERS FAMILY TRUST, BY ITS SOLE TRUSTEE, IN HIS CAPACITY AS TRUSTEE AND NOT IN HIS PERSONAL CAPACITY

__________ Name: Robert M. McDonald

__________ Name: Brent Byers

SCOTT CASSON FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

LANCE NORMAN FAMILY TRUST, BY ITS TRUSTEES, IN THEIR RESPECTIVE CAPACITY AS TRUSTEES AND NOT IN THEIR PERSONAL CAPACITY

______ ________ Name: Scott Casson Name: Lance Norman

WITNESS ROBERT M. MCDONALD WITNESS BRENT BYERS

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WITNESS LANCE NORMAN WITNESS SCOTT CASSON WITNESS RON BURKE

[Signature page continued]

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EXHIBIT H

PRE-CLOSING REORGANIZATION TRANSACTIONS

[Details of Pre-Closing Reorganization Transaction Redacted]

EXHIBIT I

WORKING CAPITAL CALCULATION

[Working Capital Calculation Redacted]

EXHIBIT J

DONBERT DEBT, ENTBRE DEBT AND CASLAN DEBT AMOUNTS

[Donbert Debt, Entbre Debt and Caslan Debt Amounts Redacted]

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Disclosure Schedules

[Disclosure Schedules Redacted]