Execution Version

OPTIVA INC.

and

QVANTEL OY

ARRANGEMENT AGREEMENT

September 26, 2025

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION ... 1
Section 1.1 Defined Terms ... 1
Section 1.2 Certain Rules of Interpretation ... 27

ARTICLE 2 THE ARRANGEMENT ... 29
Section 2.1 Arrangement ... 29
Section 2.2 Interim Order ... 29
Section 2.3 Meetings ... 30
Section 2.4 Circular ... 31
Section 2.5 Final Order ... 33
Section 2.6 Court Proceedings ... 33
Section 2.7 Treatment of Corporation Incentive Securities and Corporation Incentive Plans ... 34
Section 2.8 Articles of Arrangement and Effective Time ... 34
Section 2.9 Consideration ... 34
Section 2.10 Withholding Rights ... 35
Section 2.11 Adjustment to Noteholder Share Consideration and Warrants ... 35

ARTICLE 3 REPRESENTATIONS AND WARRANTIES ... 36
Section 3.1 Representations and Warranties of the Corporation ... 36
Section 3.2 Representations and Warranties of the Purchaser ... 36

ARTICLE 4 COVENANTS ... 37
Section 4.1 Conduct of Business of the Corporation ... 37
Section 4.2 Conduct of Business of the Purchaser ... 41
Section 4.3 Covenants of the Corporation Relating to the Arrangement ... 45
Section 4.4 Covenants of the Purchaser Relating to the Arrangement ... 46
Section 4.5 Regulatory Approvals ... 47
Section 4.6 Access to Information; Confidentiality ... 48
Section 4.7 Pre-Acquisition Reorganization ... 49
Section 4.8 Tax Matters ... 50
Section 4.9 Public Communications ... 51
Section 4.10 Notice and Cure Provisions ... 51
Section 4.11 Insurance and Indemnification ... 52
Section 4.12 TSX Delisting ... 52
Section 4.13 Financial Parameters and Working Capital and Related Adjustments ... 52

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ... 55
Section 5.1 Non-Solicitation ... 55
Section 5.2 Notification of Acquisition Proposals ... 56
Section 5.3 Responding to an Acquisition Proposal ... 56
Section 5.4 Right to Match ... 57
Section 5.5 Breach by Subsidiaries and Representatives ... 59

ARTICLE 6 CONDITIONS ... 59
Section 6.1 Mutual Conditions Precedent ... 59
Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser ... 60
Section 6.3 Additional Conditions Precedent to the Obligations of the Corporation ... 61
Section 6.4 Satisfaction of Conditions ... 62

(i)

ARTICLE 7 TERM AND TERMINATION ... 62
Section 7.1 Term ... 62
Section 7.2 Termination ... 62
Section 7.3 Effect of Termination/Survival ... 64

ARTICLE 8 GENERAL PROVISIONS ... 65
Section 8.1 Amendments ... 65
Section 8.2 Termination Fee ... 65
Section 8.3 Acknowledgement ... 66
Section 8.4 Expenses ... 67
Section 8.5 Notices ... 67
Section 8.6 Time of the Essence ... 68
Section 8.7 Further Assurances ... 68
Section 8.8 Specific Performance ... 68
Section 8.9 Third Party Beneficiaries ... 69
Section 8.10 Waiver ... 69
Section 8.11 Entire Agreement ... 69
Section 8.12 Successors and Assigns ... 69
Section 8.13 Severability ... 70
Section 8.14 Governing Law ... 70
Section 8.15 Rules of Construction ... 70
Section 8.16 No Liability ... 70
Section 8.17 Counterparts ... 70

SCHEDULES
Schedule A Plan of Arrangement ... A-1
Schedule B Shareholder Arrangement Resolution ... B-1
Schedule C Noteholder Arrangement Resolution ... C-1
Schedule D Representations and Warranties of the Corporation ... D-1
Schedule E Representations and Warranties of the Purchaser ... E-1
Schedule F Term Sheet for New Notes ... F-1
Schedule G Term Sheet for New Credit Facility ... G-1
Schedule H Term Sheet for New Shareholder Agreement ... H-1
Schedule I Pre-Closing Purchaser Share Reorganization ... I-1

(ii)

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of September 26, 2025,

BETWEEN:

Qvantel Oy, a limited liability company incorporated and existing under the laws of Finland.

(the "Purchaser")

and -

Optiva Inc., a corporation existing under the laws of Canada.

(the "Corporation")

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

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

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Corporation and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than the Purchaser (or any affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) received by the Corporation and/or one or more of its wholly-owned Subsidiaries after the date of this Agreement relating to (a) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as a sale, disposition, alliance or joint venture), in a single transaction or a series of transactions, of, or relating to, assets (including voting or equity securities of, or securities convertible into or exercisable or exchangeable for voting or equity securities of, Subsidiaries of the Corporation) representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries or 20% or more of the voting or equity securities of the Corporation (including securities convertible into or exercisable or exchangeable for voting or equity securities), (b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction, in a single transaction or a series of transactions, that, if consummated, would result in such Person or group of Persons beneficially owning, or exercising control or direction over, 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for such voting or equity securities) of the Corporation or any of its Subsidiaries then outstanding (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for such voting or equity securities), (c) any arrangement, merger, amalgamation, consolidation, security exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license, in a single transaction or series of transactions involving the Corporation or any of its Subsidiaries, or (d) any other similar transaction or series of transactions involving the Corporation or any of its Subsidiaries.

"affiliate" has the meaning specified in NI 45-106.

"Agreement" means this arrangement agreement between the Purchaser and the Corporation (including the Schedules hereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"AL Loan Agreement" means the Original AL Loan Agreement as amended by the AL Loan Amendment.

"AL Loan Amendment" means the amendment and restatement of the Original AL Loan Agreement attached as Schedule 2 to the EC Loan Conversion Agreement.

"Anti-Spam Laws" means CASL and similar Laws in other jurisdictions in which a Party or any of its Subsidiaries operate their respective business.

"Arrangement" means the arrangement of the Corporation under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with its terms and the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"associate" has the meaning specified in the Securities Act (Ontario).

"Authorization" means, with respect to any Person, any Order, permit, approval, certification, accreditation, consent, waiver, registration, licence, exemption or similar authorization of, or agreement with, any Governmental Entity, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

"Board" means the board of directors of the Corporation as constituted from time to time.

"Board Recommendation" has the meaning specified in Section 2.4(2).

"Breaching Party" has the meaning specified in Section 4.10(3).

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Helsinki, Finland.

"Business System" means the Software, hardware, telecommunications, network connections, peripherals and related communication and technology infrastructure owned, controlled or used by a Party or any of its Subsidiaries in the operation of their respective businesses.

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

"Cash" means, with respect to any Person as of any date, all cash and cash equivalents (including certificates of deposit) of such Person, on a consolidated basis, that would be required to be reported as cash and cash equivalents under IFRS.

"Cash Shortfall" has the meaning given to it in Section 4.13(1)(d).

"CBCA" means the Canada Business Corporations Act.

"CBCA Opinion" means the opinion of Raymond James Ltd. to the effect that, as of the date of such opinion, and subject to the scope of review, assumptions and limitations set forth in its opinion, the Noteholders would be in a better financial position under the Arrangement than if the Corporation was liquidated, as in the estimated aggregate value of the Noteholder Consideration to be held by the Noteholders following the Arrangement would exceed the estimated aggregate value the Noteholders would receive in a liquidation.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to Subsection 192 (7) of the CBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning specified in Section 7.2(1)(d)(ii).

"Circular" means the notices of the Meetings and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to each Corporation Shareholder, Noteholder, and other Persons as required by the Interim Order and Law in connection with the Meetings, as amended, modified or supplemented from time to time in accordance with the terms of this Agreement.

"Closing" has the meaning specified in Section 2.8(1).

"Collective Agreement" means, with respect to any Person, any collective agreement, collective bargaining agreement or related document, or agreements with any employee association, labour union, or other similar entity, including any arbitration decision, letter or memorandum of understanding or agreement, letter of intent or other written communication with bargaining agents which covers or would pertain to any Employee or dependent contractor of a Party and/or any of its Subsidiaries in their capacity as such, or would impose any obligations upon such Person.

"Collection Deadline" has the meaning given to it in Section 4.13(1)(f)(ii).

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

"Confidentiality Agreement" means the mutual non-disclosure agreement entered into between the Corporation and the Purchaser on November 15, 2023.

"Consideration" means, collectively, the Noteholder Consideration and the Corporation Shareholder Consideration.

"Constating Documents" means with respect to a Person, the organizational or constitutional documents of such Person, including articles of incorporation, amalgamation, arrangement or continuation, certificate of incorporation, articles and memorandum of association, by-laws and any and all other constating documents (including certificates, notices, partnership agreements, unanimous shareholders declarations or agreements, trust agreement, trust deed or declaration of trust) of the specified Person, in each case as applicable, and all amendments thereto or restatements thereof.

"Contract" means any written or oral agreement, commitment, engagement, contract, franchise, licence, lease, sublease, obligation, note, bond, mortgage, indenture, deferred or conditioned sale agreement, general sales agent agreement, undertaking or joint venture, in each case, together with any amendment, modification or supplement thereto, to which a Party or any of its Subsidiaries is a party or by which a Party or any of its Subsidiaries is bound or affected or to which any of their respective properties (including the Corporation Leased Properties or the Purchaser Leased Properties, as applicable) or assets is subject.

"Corporation" has the meaning specified in the preamble.

"Corporation Assets" means all of the assets (tangible, corporeal, intangible and incorporeal), properties (real or personal), rights, interests, Contracts or Authorizations (whether contractual or otherwise) owned, leased, licensed or otherwise used or held for use by the Corporation or any of its Subsidiaries, including the Corporation Leased Properties, equipment, fixtures, furniture, furnishings, office equipment, Corporation Intellectual Property, Business Systems and Corporation Data.

"Corporation Cash Target" has the meaning specified in Section 4.13(1)(a)(i).

"Corporation Closing Cash Surplus" has the meaning specified in Section 4.13(1)(e).

"Corporation Data" means any and all information and data, including any Personal Information, collected, processed or otherwise controlled or held by, or in the possession of, the Corporation or any of its Subsidiaries regarding the Corporation or its Subsidiaries' current, former or prospective partners, clients, service providers, vendors, Employees, consultants, agents, contractors, temporary workers or any other Person.

"Corporation Data Breach" means any unauthorized, unlawful or accidental use, disclosure, destruction or damage of Corporation Data.

"Corporation Data Room" means the material contained in the virtual data room used by the Parties for the purpose of the Arrangement in the folders marked "H1 2025 VDR" and "H2 2025 VDR" as at 5:23 p.m. (Toronto time) on September 25, 2025, the index of documents of which is appended to in the Corporation Disclosure Letter.

"Corporation Disclosure Letter" means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Corporation to the Purchaser with the execution of this Agreement.

"Corporation Effective Date Balance Sheet" has the meaning given to it in Section 4.13(1)(c).

"Corporation Effective Date Cash Position" has the meaning given to it in Section 4.13(1)(b)(i).

"Corporation Effective Date Excess Receivables Position" has the meaning given to it in Section 4.13(1)(b)(i).

"Corporation Effective Date Working Capital Position" has the meaning given to it in Section 4.13(1)(b)(i).

"Corporation Employee Plan" means each Employee Plan for the benefit of Employees, former employees, or current or former officers, directors, consultants, agents, service providers or independent contractors of the Corporation or any of its Subsidiaries (or, in each case, any of their respective spouses, dependents, survivors or beneficiaries), which are maintained, sponsored, funded by, contributed to, or binding upon the Corporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries has any actual or potential liability, and for greater certainty includes the Corporation Incentive Plans.

"Corporation Excess Receivables Target" has the meaning given to it in Section 4.13(1)(a)(ii).

"Corporation Filings" means all documents publicly filed under the profile of the Corporation on SEDAR+ on or after January 1, 2022.

"Corporation Incentive Plans" means, collectively, the Corporation Omnibus Plan and the Corporation Legacy Plans.

"Corporation Incentive Securities" means, collectively, the Corporation Legacy DSUs, the Corporation Legacy Options, the Corporation Legacy PSUs, the Corporation Legacy RSUs, the Corporation Omnibus Plan DSUs, the Corporation Omnibus Plan Options, the Corporation Omnibus Plan RSUs and the Corporation Omnibus Plan Share Units.

"Corporation Intellectual Property" means, collectively, all Owned Intellectual Property of the Corporation and its Subsidiaries and Licensed Intellectual Property of the Corporation and its Subsidiaries.

"Corporation IP Contributor" has the meaning given to it in Paragraph (29)(f) of Schedule D.

"Corporation IP Licenses" has the meaning specified in Paragraph (29)(f) of Schedule D.

"Corporation Legacy DSUs" means the deferred share units of the Corporation issued pursuant to the Corporation Legacy DSU Plan.

"Corporation Legacy DSU Plan" means the Corporation Employee Plan that is the legacy deferred share unit plan of the Corporation dated August 11, 2010.

"Corporation Legacy Options" means the stock options of the Corporation issued pursuant to the Corporation Legacy Option Plan.

"Corporation Legacy Option Plan" means the Corporation Employee Plan that is the legacy stock option plan of the Corporation, as amended and restated effective March 29, 2017.

"Corporation Legacy Share Unit Plan" means the Corporation Employee Plan that is the legacy share unit plan of the Corporation, as amended and restated effective March 5, 2019.

"Corporation Legacy PSUs" means the performance share units of the Corporation issued pursuant to the Corporation Legacy Share Unit Plan.

"Corporation Legacy Plans" means collectively, the Corporation Legacy DSU Plan, the Corporation Legacy Option Plan and the Corporation Legacy Share Unit Plan.

"Corporation Legacy RSUs" means the restricted share units of the Corporation issued pursuant to the Corporation Legacy Share Unit Plan.

"Corporation Leases" means all leases, subleases, licenses, occupancy agreements, or other agreements pursuant to which the Corporation or any of its Subsidiaries is vested with rights to use or occupy the Corporation Leased Properties or pursuant to which the Corporation or any of its Subsidiaries has subleased or granted occupation rights regarding any Corporation Leased Properties, as amended, modified or supplemented or renewed.

"Corporation Leased Properties" means all real properties leased, subleased, licensed or otherwise used or occupied by the Corporation or any of its Subsidiaries.

"Corporation Material Adverse Effect" means any change, event, occurrence, effect, state of facts, development and/or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, liabilities or financial condition of the Corporation and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts, development or circumstance resulting from or arising in connection with:

(a) any change, event, occurrence, effect, state of facts or circumstance generally affecting the business or industry in which the Corporation and/or its Subsidiaries operate;

(b) any change, event, occurrence, effect, state of facts or circumstance in or relating to global, national or regional political conditions (including any strikes, lockouts, protests, riots, or facility takeover for emergency purposes, or any escalation or worsening thereof) or in general economic, political, banking, regulatory, currency exchange, or market conditions or in financial or capital markets or relating to global, national or regional financial, currency, securities, capital markets, commodities, credit markets, interests rates, rates of inflation, tariff or duty policy or market conditions;

(c) any hurricane, flood, tornado, earthquake or other natural disaster, epidemic, pandemic or disease outbreak or any escalation or worsening of such conditions;

(d) commencement or escalation of a war (whether or not declared), armed hostilities or acts of crime or terrorism;

(e) any adoption, proposal, implementation or change in IFRS, regulatory accounting or tax requirements, or in the interpretation, application or non-application of the foregoing by any Governmental Entity;

(f) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity, in each case after the date hereof;

(g) any change in the market price or trading volume of the Corporation Shares (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise excluded from the definition of Corporation Material Adverse Effect, be taken into account in determining whether a Corporation Material Adverse Effect has occurred);

(h) the failure by the Corporation in and of itself to meet any internal or public projections, forecasts, guidance or estimates of revenues, earnings, cash flows or other measure of financial performance or results of operations, it being understood that the cause underlying such failure may be taken into account in determining whether a Corporation Material Adverse Effect has occurred (unless excluded by other clauses in this definition);

(i) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Corporation or any of its Subsidiaries with any Governmental Entity or any of their current or prospective employees, clients, the Corporation Shareholders, financing sources, vendors, partners, lessors, licensors and other Persons with which the Corporation or any of its Subsidiaries has business relations, in each case only to the extent resulting from the announcement, execution or performance of this Agreement or the Arrangement or the implementation of the Arrangement;

(j) any action taken by the Corporation or any of its Subsidiaries which is required to be taken pursuant to this Agreement or as required by Law or any failures to take any action by the Corporation or any of its Subsidiaries which is expressly prohibited by this Agreement;

(k) any actions taken (or omitted to be taken) (i) upon the written request of the Purchaser or its affiliates, or (ii) with the written consent of, or under the authority, direction or control of the Purchaser or its affiliates;

(l) any matter which has been disclosed by the Corporation in the Corporation Disclosure Letter or the Corporation Filings; or

(m) any actions or Proceedings brought by or on behalf of Corporation Shareholders or relating to the Arrangement Agreement or the transactions contemplated hereby,

but, in the case of clauses (a) through to and including (f) above, only to the extent that any such change, event, occurrence, effect, state of facts or circumstances does not have a materially disproportionate adverse effect on the Corporation and its Subsidiaries, taken as a whole, relative to other entities operating in the business and industry in which the Corporation and/or its Subsidiaries operate, and references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Corporation Material Adverse Effect has occurred.

"Corporation Material Contract" means any Contract:

(a) under which the Corporation or its Subsidiaries has received payment in excess of US$250,000 during the fiscal year ended December 31, 2024, or over the twelve (12) months ended June 30, 2025, other than any such Contract between two or more wholly-owned Subsidiaries of the Corporation or between the Corporation and one or more of its wholly-owned Subsidiaries;

(b) under which the Corporation or its Subsidiaries have made payments in excess of US$250,000 during the fiscal year ended December 31, 2024, or over the twelve (12) months ended June 30, 2025, other than any such Contract (i) between two or more wholly-owned Subsidiaries of the Corporation or between the Corporation and one or more of its wholly-owned Subsidiaries or (ii) with any Employee, contractor or consultant of the Corporation or any of its Subsidiaries;

(c) pursuant to which the Corporation or any of its Subsidiaries received sales, advertising, agency, franchise, partner channel, reseller or representative services in excess of US$250,000 during the fiscal year ended December 31, 2024;

(d) pursuant to which (i) the Corporation or any of its Subsidiaries grants to a third party a license, covenant not to sue, or any other rights with respect to any Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course to (A) customers in connection with the sale or licensing of any products or services of the Corporation or any of its Subsidiaries, or (B) third parties that are incidental to the third party's provision of products or services to the Corporation or any of its Subsidiaries), or (ii) a third party grants to the Corporation or any of its Subsidiaries a license, covenant not to sue, or any other rights with respect to the Intellectual Property owned by such third party (other than (1) any Off-the-Shelf Software, (2) non-exclusive licenses granted in the third party's ordinary course of business to the Corporation or any of its Subsidiaries that are incidental to the Corporation's or any of its Subsidiaries' provision of products or services to such third party or (3) the Corporation standard invention assignment agreements, or similar standard agreements of the Corporation or any of its Subsidiaries, under which Employees of the Corporation or any of its Subsidiaries or individual (non-corporate) contractors or consultants assign or otherwise grant any rights in Intellectual Property to the Corporation or any of its Subsidiaries);

(e) that is a partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement relating to the formation, creation or operation of any partnership, limited liability company or joint venture;

(f) any agreement providing for the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise), any equity, or a material portion of assets of any Person, and any binding letter of intent relating thereto, that contains financial covenants, indemnities or other payment obligations (including "earn-out" or other contingent payment obligations) that remain outstanding;

(g) relating to (i) the PIK Notes or any other indebtedness for borrowed money (currently outstanding or which may become outstanding) of the Corporation or any of its Subsidiaries or (ii) the guarantee of any liabilities or obligations of a Person other than the Corporation or any of its Subsidiaries, in each case excluding guarantees or intercompany liabilities or obligations between two or more Persons each of whom is a Subsidiary of the Corporation or between the Corporation and one or more Persons each of whom is a Subsidiary of the Corporation;

(h) restricting the incurrence of indebtedness by the Corporation or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Corporation or any of its Subsidiaries, or restricting the payment of dividends by the Corporation or by any of its Subsidiaries;

(i) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange (including any put, call or similar right), any property, business division or product line, or asset where the purchase or sale price or agreed value of such property, business or asset exceeds US$250,000;

(j) relating to any Swaps which individually or in the aggregate exceeds US$250,000;

(k) that (A) contains any provisions restraining, limiting or impeding the ability of the Corporation or any of its Subsidiaries to (i) freely engage or compete in any line of business or activities, as applicable, or carry on business or activities, as applicable, in any geographic area or market or field, or the scope of Persons to whom the Corporation or any of its Subsidiaries may solicit, sell products, deliver services or conduct business, or (ii) hire or solicit any Person as an employee; or (B) creates an exclusive dealing arrangement or "most favoured nation" obligation, grants a third party a right of first offer or refusal in respect of material assets of the Corporation or any of its Subsidiaries, or similar preferential rights;

(l) with any Person with whom the Corporation or any of its Subsidiaries does not deal at arm's length, other than the Corporation or any wholly-owned Subsidiary of the Corporation;

(m) with a Corporation Top Customer or a Corporation Top Supplier;

(n) relating to the development, sale, purchase or licence of (or otherwise relating to transfer of) any material Intellectual Property or exclusive right in respect thereto;

(o) involving the settlement of any lawsuit (i) with respect to which there is any unpaid amount; (ii) with respect to which there are conditions precedent to the settlement thereof have not been satisfied, or (iii) that imposes material ongoing obligations after the date hereof on the Corporation and its Subsidiaries, taken as a whole;

(p) that obligates the Corporation or any of its Subsidiaries to make any capital investment, commitment or expenditure in excess of US$250,000;

(q) that is a Corporation Lease;

(r) providing for any termination, severance, guaranteed bonus, retention or any payments payable in connection with, or in relation to, a change in control of the Corporation, or any other payments or benefits that would be triggered by the Arrangement;

(s) with any Employee, contractor or consultant of the Corporation or any of its Subsidiaries providing for an annualized base salary or hourly wage rate, or annualized base fees, as applicable, in excess of US$250,000;

(t) that requires the Corporation and its Subsidiaries to maintain certain levels of unrestricted cash or liquidity;

(u) that is a shareholders agreement (or equivalent), including any settlement, nomination rights or similar type of Contract;

(v) any Contract (other than Contracts referred to (a) through (w) above) which has been or would be required by Securities Laws to be filed by the Corporation with the Securities Authorities pursuant to Section 12.2 of National Instrument 51-102 – Continuous Disclosure Obligations, which remain in effect or pursuant to which obligations remain outstanding as of the date hereof; or

(w) that is otherwise material to the Corporation and its Subsidiaries, taken as a whole;

and includes each of the Contracts listed in Paragraph (25)(a) of Schedule D, provided that, in each of the foregoing cases, if a Contract has been amended, modified, supplemented or renewed, any reference to the Contract shall refer to the Contract as so amended, modified, supplemented or renewed.

"Corporation No Corrupt Practices Representation" has the meaning given to it in Paragraph (41) of Schedule D.

"Corporation Omnibus Plan" means the omnibus share incentive plan of the Corporation effective June 22, 2021 and renewed effective as of June 25, 2024.

"Corporation Omnibus Plan DSUs" means the deferred share units of the Corporation issued pursuant to the Corporation Omnibus Plan.

"Corporation Omnibus Plan Options" mean the stock options of the Corporation issued pursuant to the Corporation Omnibus Plan.

"Corporation Omnibus Plan RSU" means the restricted share units of the Corporation issued pursuant to the Corporation Omnibus Plan.

"Corporation Omnibus Plan Share Units" means the share units of the Corporation issued pursuant to the Corporation Omnibus Plan.

"Corporation Owned Registered Intellectual Property" has the meaning specified in Paragraph (29)(a) of Schedule D.

"Corporation Permitted Liens" means, in respect of the Corporation or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes which are not due or delinquent, or for which instalments have been paid based on reasonable estimates pending final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings;

(b) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of assets, provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Corporation or any of its

Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

(d) easements, rights-of-way, encroachments, restrictions, covenants and other similar encumbrances provided that they have been complied with in all material respects and that, individually or in the aggregate, do not materially detract from the Corporation's and its Subsidiaries' current use, marketability or value of the Corporation Leased Properties;

(e) Liens for electricity, power, gas, water and other services and utilities in connection with the relevant Corporation Leased Properties that have accrued but are not yet due and owing;

(f) zoning, building codes, environmental and other land use laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such real property that are not violated by the current use or occupancy of such real property or the operation of the business of the Corporation or its Subsidiaries as currently conducted on the Corporation Leased Properties;

(g) all applicable Laws that are not violated by the current use or occupancy of the relevant asset or the operation of the business of the Corporation or its Subsidiaries as currently conducted, including municipal, provincial or federal statutes, by-laws, regulations or ordinances including any charge, trust, priority or preference given to or in favour of the Crown, Crown agents or municipalities pursuant thereto;

(h) statutory liens and levies and other rights conferred upon, reserved to or vested in the Crown, the public or any municipality or governmental or other public authority by any statutory provision including rights of expropriation, access or use;

(i) in the case of any leased asset (including the Corporation Leased Properties), the rights of any lessor under the applicable Contract or any Lien granted by any lessor;

(j) all leases, subleases, licenses and occupancy and/or use agreements affecting any real or personal property (or any portion thereof), including the Corporation Leases and any notices thereof;

(k) non-exclusive licenses to Intellectual Property granted by the Corporation in the Ordinary Course;

(l) such other imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; and

(m) Liens listed and described in Section 1.1 of the Corporation Disclosure Letter.

"Corporation Related Parties" has the meaning ascribed thereto in Section 8.3(2).

"Corporation Senior Management" means (a) Chief Executive Officer & Chairman of the Board, Robert Stabile, (b) Chief Technology Officer, Matt Halligan, (c) Chief Revenue Officer, Michele Campriani, (d) VP, Services, Sönke Jens, and (e) VP, Finance, Dinesh Sharma.

"Corporation Shareholders" means the registered and/or beneficial holders of the Corporation Shares, as the context requires.

"Corporation Shareholder Consideration" means the consideration to be received by Corporation Shareholders for the Corporation Shares outstanding immediately prior to the Effective Time, in

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accordance with the terms of this Arrangement Agreement and the Plan of Arrangement, consisting of $0.25 in cash for each Corporation Share outstanding immediately prior to the Effective Time.

"Corporation Shareholder Meeting" means the special meeting of the Corporation Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Shareholder Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"Corporation Shareholder Support and Voting Agreement" means each of the support and voting agreements dated the date hereof between the Purchaser, the Corporation and each of Maple Rock, OceanLink and EdgePoint.

"Corporation Shares" means the common shares in the share capital of the Corporation.

"Corporation Software" means any Software that is owned by the Corporation and/or any of its Subsidiaries.

"Corporation Top Customer" has the meaning given to it in Paragraph (44)(a) of Schedule D.

"Corporation Top Supplier" has the meaning given to it in Paragraph (44)(a) of Schedule D.

"Corporation Working Capital Target" has the meaning given to it in Section 4.13(1)(a)(ii).

"Court" means the Ontario Superior Court of Justice (Commercial List), or other court as applicable.

"D&O Support and Voting Agreement" means each support and voting agreement dated the date hereof between the Purchaser and a director or officer of the Corporation.

"Data Security and Privacy Requirements" means (a) all Laws relating to the privacy and security of Personal Information, or to the Processing of such information or data, (b) all Contracts that involve the Processing of Personal Information, (c) all written documented policies and procedures relating to the Processing of Personal Information, including all published website and mobile application privacy policies and formalized internal information security policies, and (d) Anti-Spam Laws.

"Depositary" means Computershare Trust Company of Canada, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Designated Person" has the meaning specified in Paragraph (40)(a)(i) of Schedule D.

"Director" means the Director appointed pursuant to Section 260 of the CBCA.

"Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

"EC Loan" means equity-based capital loan, in the principal amount of €15,000,000 owing by the Purchaser to [redacted - commercially sensitive information] pursuant to the EC Loan Agreement.

"EC Loan Agreement" means the equity-based capital loan agreement between [redacted - commercially sensitive information], as lender, and the Purchaser, as borrower, dated May 23, 2024, as in effect as of the date thereof.

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"EC Loan Conversion Agreement" means the agreement regarding loan to the Purchaser dated as of the date hereof between [redacted - commercially sensitive information], [redacted - commercially sensitive information] and [redacted - commercially sensitive information].

"EdgePoint" means EdgePoint Investment Group Inc.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" has the meaning specified in the Plan of Arrangement.

"Employee Plans" means all employee benefit, health, welfare, medical, dental, life insurance, supplemental unemployment benefit, fringe benefit, bonus, profit sharing, savings, insurance, incentive, incentive compensation, deferred compensation, death benefits, termination, retention, change in control, severance, security purchase, security compensation, security option, security appreciation, phantom security, dividend, loan, disability, capital accumulation plans, pension plans, retirement, savings, supplemental retirements plans and other similar benefit plans, programs, practices, policies, trusts, funds, undertakings, Contracts or arrangements, whether written or unwritten, funded or unfunded, insured or self-insured, registered or unregistered, but does not include (a) individual offer letters, employment Contracts or consulting Contracts with Employees, officers, directors, consultants, agents, service providers or independent contractors of a Party or any of its Subsidiaries (in each case as amended, modified or supplemented), and (b) any statutory plans administered by a Governmental Entity, including the Canada Pension Plan, Québec Pension Plan and plans administered pursuant to applicable federal, state, provincial or local health, worker's compensation or employment insurance legislation.

"Employees" means all employees of a Party and/or any of its Subsidiaries, as the case may be, including part time and full time employees, salaried, hourly, unionized or non-unionized, in each case, whether active or inactive.

"Environmental Laws" means all Laws and Contracts with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment, including sewer systems and civil responsibility for acts or omissions with respect to the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

"Excess Receivables" means the amount by which accounts receivable exceeds accounts payable.

"Excess Receivable Shortfall" has the meaning given to it in Section 4.13(1)(d).

"Fairness Opinion" means the opinion of Raymond James Ltd. to the effect that, as of the date of such opinion, and subject to the scope of review, assumptions and limitations set forth in its opinion, the Corporation Shareholder Consideration to be received by the Corporation Shareholders under the Arrangement is fair, from a financial point of view, to such Corporation Shareholders, other than EdgePoint.

"Final Order" means the final order of the Court in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Time or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Corporation and the Purchaser, each acting reasonably) on appeal.

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tribunal, arbitral body, commission, commissioner, corporation, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign, (b) any subdivision, agent, commission, board or authority of any of the foregoing, (c) any quasi-governmental or private body including any arbitrators, tribunal, commission, regulator, regulatory agency, rule or regulation-making entity or self-regulatory organization exercising any legislative, judicial, administrative, regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (d) any Securities Authority or stock exchange.

"Government Official" means any official, employee, or representative of any Governmental Entity or public international organization, any political party or employee thereof, or any candidate for political office.

"Letter of Guarantee Facility" means the secured letter of guarantee facility between Optiva Canada Inc., as borrower, and Royal Bank of Canada (as successor in interest to HSBC Bank Canada), as lender, providing for a letter of guarantee facility up to a permitted maximum of USD$2,500,000.

"Identified Accounts" has the meaning given to it in Section 4.13(1)(b)(ii).

"IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards.

"Independent Committee" means the Independent Committee consisting of independent members of the Board formed in connection with the Arrangement and the other transactions contemplated by this Agreement.

"Independent Committee Recommendation" has the meaning specified in Section 2.4(2).

"Intellectual Property" means all of the following in any jurisdiction throughout the world (a) patents, applications for patents and reissues, re-examinations, divisionals, continuations, renewals, extensions and continuations-in-part of patents or patent applications, (b) proprietary and non-public business information, including inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, confidential information, know-how, methods, processes, designs, technology, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing, (c) works of authorship (whether published or unpublished), copyright rights in or related thereto, copyright registrations and applications for copyright registration, (d) integrated circuit topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations, (e) industrial designs, industrial designation registrations and applications, designs, design registrations and design registration applications, (f) trade names, business names, corporate names, domain names, website names and world wide web addresses, social media accounts and other electronic identifiers (e.g. Twitter and Facebook "handles"), trademarks, trademark registrations, trademark applications, trade dress and logos, and the goodwill associated with any of the foregoing, (g) Software, and (h) any other intellectual property and industrial property.

"Interim Order" means the interim order of the Court, in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meetings, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

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promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law or are binding on or affecting the Person to which they purport to apply, policies, guidelines, bulletins and enforcement advisories, standards, notices and protocols of any Governmental Entity, as amended.

"[redacted - commercially sensitive information]" means [redacted - commercially sensitive information].

"Licensed Intellectual Property" means the Intellectual Property owned by Persons other than a Party or any of its Subsidiaries, and used in the operation of their respective businesses.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, international interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute.

"Locked-Up Shareholders" means (a) each of the directors and officers of the Corporation, (b) each of Maple Rock, OceanLink and EdgePoint.

"Maple Rock" means Maple Rock Capital Partners Inc.

"Matching Period" has the meaning specified in Section 5.4(1)(e).

"Material Export Approvals" has the meaning specified in Paragraph (45) of Schedule D.

"Meetings" means the Corporation Shareholder Meeting and the Noteholder Meeting.

"MI 61-101" means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

"Misrepresentation" has the meaning specified in the Securities Act (Ontario).

"Money Laundering Laws" means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and associated regulations, Part XII.2 (Proceeds of Crime) of the Criminal Code (Canada) and all other applicable similar Laws of any jurisdiction.

"Net Cash" means Cash less the principal amount outstanding of any interest-bearing debt.

"New Credit Facility" means the standby credit facility to be made available to the Purchaser pursuant to the New Credit Facility Agreement.

"New Credit Facility Agreement" means the definitive agreement in respect of the New Credit Facility to be entered into as at the Effective Date between the Purchaser and EdgePoint, on substantially the terms and conditions set out in the term sheet attached as Schedule G hereto, subject to any changes as may be necessary to give effect to the intention of the applicable parties, or otherwise agreed by the applicable parties, acting reasonably, or required for compliance with applicable Law.

"New Notes" means the senior secured notes to be issued by the Purchaser to the Noteholders in the aggregate principal amount of US$25 million, subject to adjustment in accordance with Section 4.13 thereof, in accordance with the Plan of Arrangement and pursuant to the terms and conditions of the New Note Indenture.

"New Note Indenture" means the indenture governing the New Notes to be entered into at the Effective Date, on substantially the terms and conditions set out in the term sheet attached as Schedule F hereto,

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subject to any changes as may be necessary to give effect to the intention of the applicable parties, or otherwise agreed by the applicable parties, acting reasonably, or required for compliance with applicable Law.

"New Shareholder Agreement" means the shareholders agreement governing the Purchaser Class A Shares and the Purchaser Class B Shares to be entered into at the Effective Date, on substantially the terms and conditions set out in the term sheet attached as Schedule H hereto, subject to any changes as may be necessary to give effect to the intention of the applicable parties, or otherwise agreed by the applicable parties, acting reasonably, or required for compliance with applicable Law, which is intended to replace the Purchaser Shareholder Agreement, provided that, in the event all of the existing Purchaser Shareholders do not agree to the termination of the Purchaser Shareholder Agreement, the New Shareholder Agreement and the Purchaser Shareholder Agreement shall exist concurrently, and the terms of the New Shareholder agreement shall reflect the same.

"NI 45-106" means National Instrument 45-106 - Prospectus Exemptions.

"NI 51-102" means National Instrument 51-102 - Continuous Disclosure Obligations.

"NI 52-109" means National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings.

"Noteholder" means, (i) up to the time of issuance of the New Notes in accordance with the Plan of Arrangement, holders of the PIK Notes, and (ii) from and following the time of issuance of the New Notes in accordance with the Plan of Arrangement, holders of the New Notes.

"Noteholder Arrangement Resolution" means the resolution of Noteholders approving the Plan of Arrangement to be considered at the Noteholder Meeting, substantially in the form of Schedule C.

"Noteholder Closing Cash Consideration" means the cash consideration, if any, to be received by Noteholders in accordance with the Plan of Arrangement, being equal to (i) in aggregate, the Corporation Closing Cash Surplus, and (ii) for each Noteholder, such Noteholder's pro rata portion of the aggregate Corporation Closing Cash Surplus, based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time (rounded to the nearest cent).

"Noteholder Consideration" means, collectively, the Noteholder Share Consideration, the Noteholder Closing Cash Consideration, the Noteholder Deferred Cash Consideration, the Noteholder Warrants, and the New Notes.

"Noteholder Deferred Cash Consideration" has the meaning given to it in Section 4.13(1)(f).

"Noteholder Meeting" means the special meeting of the Noteholders, including any adjournment or postponement of such meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Noteholder Arrangement Resolution and for any other purpose as may be set out in the Circular and agreed to in writing by the Purchaser.

"Noteholder Share Consideration" means the common share consideration to be received by Noteholders in accordance with the Plan of Arrangement, resulting from a ratio of 102.236 Purchaser Class A Shares (post Pre-Closing Purchaser Share Reorganization) (rounded to the nearest whole Purchaser Class A Share) for each US$1,000 principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time and being, in the aggregate, such number of Purchaser Class A Shares representing 22.4% of the Purchaser Class A Shares issued and outstanding immediately following the completion of the Arrangement.

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"Noteholder Support and Voting Agreement" means the support and voting agreement dated the date hereof between the Purchaser, the Corporation and Noteholders holding over 83.5% of the PIK Notes pursuant to which such Noteholders have agreed to support the Arrangement and to vote their PIK Notes beneficially owned or controlled by them in favour of the Noteholder Arrangement Resolution in accordance with the terms of such agreement.

"Noteholder Warrants" means the Warrants to be issued by the Purchaser to the Noteholders, in accordance with the Plan of Arrangement, being equal to (i) in aggregate, 50% of the Warrants, and (ii) for each Noteholder, such Noteholder's pro rata portion of the Noteholder Warrants based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time (rounded to the nearest whole Warrant).

"OceanLink" means OLP Capital Management Limited.

"officer" has the meaning specified in the Securities Act (Ontario).

"Off-the-Shelf Software" means generally commercially available off-the-shelf Software that is subject to a non-exclusive, standard, non-negotiated shrink-wrap or click-wrap license, or click-through agreement.

"OHSA" has the meaning specified in Paragraph (34)(m) of Schedule D.

"OP Corporate Bank Consent" means the consent of OP Corporate Bank plc to be obtained by the Purchaser with respect to the Arrangement.

"OP Corporate Bank Debt" means indebtedness owing by the Purchaser under any financing arrangements with OP Corporate Bank plc.

"Open Source Software" means all software that is distributed as "free software", "open source software" or under a similar licensing or distribution model, and all license for software that meets the "Open Source Definition" promulgated by the Open Source Initiative.

"Order" means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

"Ordinary Course" means, with respect to an action taken by a Party or any of its Subsidiaries, that such action is consistent in nature and scope with the past practices of such Party or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Party or such Subsidiary.

"Original AL Loan Agreement" means the arms-length loan agreement between the Purchaser, as borrower, and [redacted - commercially sensitive information], as lender, dated May 23, 2024.

"OSC" means the Ontario Securities Commission.

"Outside Date" means March 31, 2026 or such later date as may be agreed to in writing by the Parties.

"Owned Intellectual Property" means all rights in Intellectual Property owned in whole or in part as of the time of Closing by a Party or any of its Subsidiaries.

"Parties" means the Corporation and the Purchaser and "Party" means any one of them.

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"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Entity), syndicate or other entity, whether or not having legal status.

"Personal Information" means any information that is defined as "personal information" or "personal data" under applicable Law.

"PIK Notes" means the Corporation's 9.75% secured payment-in-kind toggle debentures due July 20, 2025 issued pursuant to the Corporation's senior secured notes indenture dated as of July 20, 2020 by and among, the Corporation, certain Subsidiaries of the Corporation, and Computershare Trust Company of Canada as the trustee, as supplemented from time to time, in aggregate principal amount of US$108,574,631 as of the date hereof plus all accrued interest thereon.

"Plan of Arrangement" means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Pre-Acquisition Reorganization" has the meaning specified in Section 4.7(1).

"Pre-Closing Purchaser Share Reorganization" means the following steps to be taken by the Purchaser on or prior to the Effective Date, subject to the Purchaser Shareholder Approval:

(i) the conversion of all of the 41,465 Purchaser Shares outstanding into Purchaser Class A Shares and Purchaser Class B Shares in accordance with Schedule I attached hereto, following which the Purchaser shall have a total of 29,469 Purchaser Class A Shares (of which, 17,452 Purchaser Class A Shares are treasury shares, being held by the Purchaser itself); and

(ii) except in respect of the treasury shares which shall not be subject to this subsection (ii), following the conversion referred to in subsection (i) above, the issuance to each holder of Purchaser Class A Shares of such number of Purchaser Class A Shares equal to: (A) 3,199 multiplied by (B) the number of Purchaser Class A Shares held by such Purchaser Shareholder immediately following the conversion referred to in subsection (i) above; such that each holder of Purchaser Class A Shares holds, after giving effect to this subsection (ii) 3,200 times the number of Purchaser Class A Shares they held immediately following the conversion referred to in subsection (i) above.

"Privacy Policy" means any written external or internal statement (including any website or mobile application privacy policies or notices) relating to the Processing of Personal Information a Party or any of its Subsidiaries, including any policy relating to the privacy of Personal Information of any current, former or prospective partners, clients, Employees, consultants, agents, contractors or any user of any website or service operated by or on behalf of a Party or any of its Subsidiaries.

"Proceeding" means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative or appellate proceeding), grievance hearing, audit, examination, enquiry, contractual dispute resolution process or other proceeding (whether civil, administrative, appellate, quasi-criminal or criminal) commenced, brought, conducted or heard by or before, any Governmental Entity.

"Processing" means any operation or set of operations that is performed upon Personal Information, whether or not by automatic means, such as collection, recording, organization, structuring, transfer, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, or instruction, training or other learning relating to Personal Information.

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"Purchaser" has the meaning specified in the preamble and includes, in accordance with Section 8.12, any of its successors or permitted assigns.

"Purchaser Assets" means all of the assets (tangible, corporeal, intangible and incorporeal), properties (real or personal), rights, interests, Contracts or Authorizations (whether contractual or otherwise) owned, leased, licensed or otherwise used or held for use by the Corporation or any of its Subsidiaries, including the Purchaser Leased Properties, equipment, fixtures, furniture, furnishings, office equipment, Purchaser Intellectual Property, Business Systems and Purchaser Data.

"Purchaser Cash Target" has the meaning given to it in Section 4.13(2)(a).

"Purchaser Class A Shares" means a new class of Class A Shares of the Purchaser to be created and issued in connection with the conversion of the Purchaser Shares as contemplated by the Pre-Closing Purchaser Share Reorganization, on or prior to the Effective Date, which shall have the same share terms as the Purchaser Shares.

"Purchaser Class B Shares" means a new class of non-voting Class B Shares of the Purchaser to be created and issued in connection with the conversion of the Purchaser Shares as contemplated by the Pre-Closing Purchaser Share Reorganization, on or prior to the Effective Date, which shall have preferential distribution rights of up to the Priority Distribution Cap and be redeemable for €0.01 per Purchaser Class B Share on the day following the day that the maximum aggregate amount of preferential distributions is paid on such Purchaser Class B Shares.

"Priority Distribution Cap" means an aggregate of up to €25 million in dividends or other distributions in respect of all Purchaser Class B Shares outstanding, less the amount of any dividends or other distributions paid by the Purchaser to Purchaser Shareholders since January 1, 2025.

"Purchaser Data" means any and all information and data, including any Personal Information, collected, processed or otherwise controlled or held by, or in the possession of, the Purchaser or any of its Subsidiaries regarding the Purchaser or its Subsidiaries' current, former or prospective partners, clients, service providers, vendors, Employees, consultants, agents, contractors, temporary workers or any other Person.

"Purchaser Data Breach" means any unauthorized, unlawful or accidental use, disclosure, destruction or damage of Purchaser Data.

"Purchaser Data Room" means the material contained in the virtual data room used by the Parties for the purpose of the Arrangement in the folder marked "Qvantel Uploads (H2 2025)" as at 5:00 p.m. (Toronto time) on September 25, 2025, the index of documents of which is appended to in the Purchaser Disclosure Letter.

"Purchaser Disclosure Letter" means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Purchaser to the Corporation with the execution of this Agreement.

"Purchaser Effective Date Balance Sheet" has the meaning given to it Section 4.13(2)(b).

"Purchaser Effective Date Cash Position" has the meaning given to it in Section 4.13(2)(b).

"Purchaser Employee Plan" means each Employee Plan for the benefit of Employees, former employees, or current or former officers, directors, consultants, agents, service providers or independent contractors of the Purchaser or any of its Subsidiaries (or, in each case, any of their respective spouses, dependents, survivors or beneficiaries), which are maintained, sponsored, funded by, contributed to, or binding upon the Purchaser or any of its Subsidiaries or in respect of which the Purchaser or any of its

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Subsidiaries has any actual or potential liability, and for greater certainty includes the Purchaser Incentive Plans.

"Purchaser Equity Securities" means, (i) prior to the Pre-Closing Purchaser Share Reorganization, the Purchaser Shares, and (ii) following the Pre-Closing Purchaser Share Reorganization, the Purchaser Class A Shares and the Purchaser Class B Shares.

"Purchaser Incentive Plans" means, collectively, the Purchaser Employee Plans that are the Purchaser's 2017-2019 Share Option Plan and the Share Option Plan 2020, and any extension, renewal or replacement thereof, including as described in the Purchaser Disclosure Letter.

"Purchaser Incentive Securities" means, stock options of the Purchaser issued pursuant to the Purchaser Incentive Plans.

"Purchaser Intellectual Property" means, collectively, the Owned Intellectual Property of the Purchaser and its Subsidiaries and Licensed Intellectual Property of the Purchaser and its Subsidiaries.

"Purchaser Leases" means all leases, subleases, licenses, occupancy agreements, or other agreements pursuant to which the Purchaser or any of its Subsidiaries is vested with rights to use or occupy the Purchaser Leased Properties or pursuant to which the Purchaser or any of its Subsidiaries has subleased or granted occupation rights regarding any Purchaser Leased Properties, as amended, modified or supplemented or renewed.

"Purchaser Leased Properties" means all real properties leased, subleased, licensed or otherwise used or occupied by the Purchaser or any of its Subsidiaries.

"Purchaser Material Adverse Effect" means any change, event, occurrence, effect, state of facts, development and/or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, liabilities or financial condition of the Purchaser and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts, development or circumstance resulting from or arising in connection with:

(a) any change, event, occurrence, effect, state of facts or circumstance generally affecting the business or industry in which the Purchaser and/or its Subsidiaries operate;

(c) any hurricane, flood, tornado, earthquake or other natural disaster, epidemic, pandemic or disease outbreak or any escalation or worsening of such conditions;

(d) commencement or escalation of a war (whether or not declared), armed hostilities or acts of crime or terrorism;

(e) any adoption, proposal, implementation or change in IFRS or regulatory accounting or tax requirements, or in the interpretation, application or non-application of the foregoing by any Governmental Entity;

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(f) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity, in each case after the date hereof;

(g) the failure by the Purchaser in and of itself to meet any internal or public projections, forecasts, guidance or estimates of revenues, earnings, cash flows or other measure of financial performance or results of operations, it being understood that the cause underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred (unless excluded by other clauses in this definition);

(h) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Purchaser or any of its Subsidiaries with any Governmental Entity or any of their current or prospective employees, clients, the Purchaser Shareholders, financing sources, vendors, partners, lessors, licensors and other Persons with which the Purchaser or any of its Subsidiaries has business relations, in each case only to the extent resulting from the announcement, execution or performance of this Agreement or the Arrangement or the implementation of the Arrangement;

(i) any action taken by the Purchaser or any of its Subsidiaries which is required to be taken pursuant to this Agreement or as required by Law or any failures to take any action by the Purchaser or any of its Subsidiaries which is expressly prohibited by this Agreement;

(j) any actions taken (or omitted to be taken) (i) upon the written request of the Corporation or its affiliates, or (ii) with the written consent of, or under the authority, direction or control of the Corporation or its affiliates;

(k) any matter which has been disclosed by the Purchaser in the Purchaser Disclosure Letter; or

(l) any actions or Proceedings brought by or on behalf of Purchaser Shareholders or relating to the Arrangement Agreement or the transactions contemplated hereby,

but, in the case of clauses (a) through to and including (f) above, only to the extent that any such change, event, occurrence, effect, state of facts or circumstances does not have a materially disproportionate adverse effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other entities operating in the business and industry in which the Purchaser and/or its Subsidiaries operate, and references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for purposes of determining whether a Purchaser Material Adverse Effect has occurred.

"Purchaser Material Contract" means any Contract:

(a) under which the Purchaser or its Subsidiaries has received payment in excess of US$250,000 during the fiscal year ended December 31, 2024, or over the twelve (12) months ended June 30, 2025, other than any such Contract between two or more wholly-owned Subsidiaries of the Purchaser or between the Purchaser and one or more of its wholly-owned Subsidiaries;

(b) under which the Purchaser or its Subsidiaries have made payments in excess of US$250,000 during the fiscal year ended December 31, 2024, or over the twelve (12) months ended June 30, 2025, other than any such Contract (i) between two or more wholly-owned Subsidiaries of the Purchaser or between the Purchaser and one or more of its wholly-owned Subsidiaries or (ii) with any Employee, contractor or consultant of the Purchaser or any of its Subsidiaries;

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(c) pursuant to which the Purchaser or any of its Subsidiaries received sales, advertising, agency, franchise, partner channel, reseller or representative services in excess of US$250,000 during the fiscal year ended December 31, 2024;

(d) pursuant to which (i) the Purchaser or any of its Subsidiaries grants to a third party a license, covenant not to sue, or any other rights with respect to any Intellectual Property (other than non-exclusive licenses granted in the Ordinary Course to (A) customers in connection with the sale or licensing of any products or services of the Purchaser or any of its Subsidiaries, or (B) third parties that are incidental to the third party's provision of products or services to the Purchaser or any of its Subsidiaries), or (ii) a third party grants to the Purchaser or any of its Subsidiaries a license, covenant not to sue, or any other rights with respect to the Intellectual Property owned by such third party (other than (1) any Off-the-Shelf Software, (2) non-exclusive licenses granted in the ordinary course of business to the Purchaser or any of its Subsidiaries that are incidental to the Purchaser's or any of its Subsidiaries' provision of products or services to such third party or (3) the Purchaser standard invention assignment agreements, or similar standard agreements of the Purchaser or any of its Subsidiaries, under which Employees of the Purchaser or any of its Subsidiaries or individual (non-corporate) contractors or consultants assign or otherwise grant any rights in Intellectual Property to the Purchaser or any of its Subsidiaries);

(g) relating to indebtedness for borrowed money (currently outstanding or which may become outstanding) of the Purchaser or any of its Subsidiaries or the guarantee of any liabilities or obligations of a Person other than the Purchaser or any of its Subsidiaries, in each case excluding guarantees or intercompany liabilities or obligations between two or more Persons each of whom is a Subsidiary of the Purchaser or between the Purchaser and one or more Persons each of whom is a Subsidiary of the Purchaser;

(h) restricting the incurrence of indebtedness by the Purchaser or any of its Subsidiaries (including by requiring the granting of an equal and rateable Lien) or the incurrence of any Liens on any properties or assets of the Purchaser or any of its Subsidiaries, or restricting the payment of dividends by the Purchaser or by any of its Subsidiaries;

(j) relating to any Swaps which individually or in the aggregate exceeds US$250,000;

(k) that (A) contains any provisions restraining, limiting or impeding the ability of the Purchaser or any of its Subsidiaries to (i) freely engage or compete in any line of business or activities, as applicable, or carry on business or activities, as applicable, in any geographic area or market or field, or the scope of Persons to whom the Purchaser or any of its Subsidiaries may solicit, sell products, deliver services or conduct business, or (ii) hire or solicit any Person as an employee; or (B) creates an exclusive dealing arrangement or "most favoured nation" obligation, grants a

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third party a right of first offer or refusal in respect of material assets of the Purchaser or any of its Subsidiaries, or similar preferential rights;

(l) with any Person with whom the Purchaser or any of its Subsidiaries does not deal at arm's length, other than the Purchaser or any wholly-owned Subsidiary of the Corporation;

(m) with a Purchaser Top Customer or a Purchaser Top Supplier;

(n) with a Governmental Entity;

(o) relating to the development, sale, purchase or licence of (or otherwise relating to transfer of) any material Intellectual Property or exclusive right in respect thereto;

(p) providing for a term of more than three (3) years (except for any Contract providing an automatic renewal mechanism which can be terminated upon prior written notice of ninety (90) days or less);

(q) involving the settlement of any lawsuit (i) with respect to which there is any unpaid amount; (ii) with respect to which there are conditions precedent to the settlement thereof have not been satisfied, or (iii) that imposes material ongoing obligations after the date hereof on the Purchaser and its Subsidiaries, taken as a whole;

(r) that obligates the Purchaser or any of its Subsidiaries to make any capital investment, commitment or expenditure in excess of US$250,000;

(s) that is a Purchaser Lease;

(t) that requires the Purchaser and its Subsidiaries to maintain certain levels of unrestricted cash or liquidity;

(u) that is a shareholders agreement (or equivalent), including any settlement, nomination rights or similar type of Contract; or

(v) that is otherwise material to the Purchaser and its Subsidiaries, taken as a whole;

provided that, in each of the foregoing cases, if a Contract has been amended, modified, supplemented or renewed, any reference to the Contract shall refer to the Contract as so amended, modified, supplemented or renewed.

"Purchaser No Corrupt Practices Representation" has the meaning given to it in Paragraph (31)(a) of Schedule E.

"Purchaser Permitted Liens" means, in respect of the Purchaser or any of its Subsidiaries, any one or more of the following:

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(c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of the Purchaser or any of its Subsidiaries, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance;

(d) easements, rights-of-way, encroachments, restrictions, covenants and other similar encumbrances provided that they have been complied with in all material respects and that, individually or in the aggregate, do not materially detract from the Purchaser's and its Subsidiaries' current use, marketability or value of the Purchaser Leased Properties;

(e) Liens for electricity, power, gas, water and other services and utilities in connection with the relevant Purchaser Leased Properties that have accrued but are not yet due and owing;

(f) zoning, building codes, environmental and other land use laws regulating the use or occupancy of real property or the activities conducted thereon that are imposed by any Governmental Entity having jurisdiction over such real property that are not violated by the current use or occupancy of such real property or the operation of the business of the Purchaser or its Subsidiaries as currently conducted on the Purchaser Leased Properties;

(g) all applicable Laws that are not violated by the current use or occupancy of the relevant asset or the operation of the business of the Purchaser or its Subsidiaries as currently conducted, including municipal, provincial or federal statutes, by-laws, regulations or ordinances including any charge, trust, priority or preference given to or in favour of the Crown, Crown agents or municipalities pursuant thereto;

(i) in the case of any leased asset (including the Purchaser Leased Properties), the rights of any lessor under the applicable Contract or any Lien granted by any lessor;

(j) all leases, subleases, licenses and occupancy and/or use agreements affecting any real or personal property (or any portion thereof), including the Purchaser Leases and any notices thereof;

(k) non-exclusive licenses to Intellectual Property granted by the Purchaser in the Ordinary Course;

(m) Liens listed and described in Section 1.1 of the Purchaser Disclosure Letter.

"Purchaser Senior Management" means (a) Chief Executive Officer and Chairman of the board of the Purchaser, Matti Roto, (b) President, Tero Kivisaari, (c) Chief Financial Officer, Kaj Wikström, (d) Chief Technology Officer, Tero Nieminen and (e) Chief Legal Officer, Mikko Amper.

"Purchaser Shares" means, the ordinary shares in the capital of the Purchaser.

"Purchaser Shareholders" means the holders of Purchaser Equity Securities prior to the consummation of the Arrangement.

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"Purchaser Shareholder Agreement" mean the shareholders agreement between the Purchaser and its shareholders as amended and restated May 8, 2024, as may be amended from time to time.

"Purchaser Shareholder Support and Voting Agreements" means the support and voting agreement dated the date hereof between the Purchaser, the Corporation and Purchaser Shareholders holding over two-thirds of the Purchaser Shares pursuant to which such Purchaser Shareholders have agreed to support the Arrangement and the transactions contemplated by herein and to vote their Purchaser Shares beneficially owned or controlled by them in favour of the Arrangement and the transactions contemplated herein in accordance with the terms of such agreement.

"Purchaser Shareholder Warrants" means the Warrants to be issued by the Purchaser to certain Purchaser Shareholders on or prior to the Effective Date, being equal to, in aggregate, the 50% of the Warrants.

"Purchaser Top Customer" has the meaning given to it in Paragraph (23) of Schedule E.

"Purchaser Top Supplier" has the meaning given to it in Paragraph (23) of Schedule E.

"Registered Intellectual Property" means all Intellectual Property that is the subject of a registration (or an application for registration), including domain names and social media accounts and identifiers.

"Regulatory Approval" means any Authorization, consent, waiver, permit, exemption, review, Order, decision, approval or non-objection of, or any registration and filing with, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case, required to be obtained in connection with the transactions contemplated by this Agreement, including any required regulatory approvals under the EC Loan Conversion Agreement but excluding the approval of the Final Order by the Court.

"Representative" means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other adviser) or agent of such Person or of any of its Subsidiaries.

"Required Corporation Noteholder Approval" has the meaning specified in Section 2.2(2)(a).

"Required Corporation Securityholder Approvals" has the meaning specified in Section 2.2(2).

"Required Corporation Shareholder Approval" has the meaning specified in Section 2.2(2)(b).

"Required Purchaser Shareholder Approval" means the approval by Purchaser Shareholders holding at least two-thirds of the Purchaser Shares in respect of the Arrangement and the transactions contemplated by this Agreement as required under the Purchaser Shareholder Agreement and applicable Law.

"RBC Consent" means the consent of Royal Bank of Canada to the Arrangement in connection with the Letter of Guarantee Facility and a waiver of any related events of default or other rights Royal Bank of Canada to enforce on any security granted by the Corporation or any of its Subsidiaries in connection with the Letter of Guarantee Facility.

"Restricted Cash" means, with respect to the Corporation as of any date, all cash that would be required to be reported as restricted cash under IFRS and consistent with the Corporation's most recently filed consolidated interim financial statements.

"Sanctions" has the meaning given to it in Paragraph (40)(a)(i) of Schedule D.

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"Sanctions Laws" means economic sanctions, anti-terrorism, customs and export and technology transfer control Laws, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the Criminal Code (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Foreign Extraterritorial Measures Act (Canada), the Export and Import Permits Act (Canada), the Defence Production Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act and the Customs Act (Canada), as well as any sanctions or export controls administered or enforced by the U.S. Department of Treasury's Office of Foreign Assets Control, the U.S. Department of State, or the Bureau of Industry and Security of the U.S. Department of Commerce, and Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, the USA PATRIOT Act of 2001, the Trading with the Enemy Act (12 U.S.C. §95), the International Emergency Economic Powers Act (50 U.S.C. §§1701-1707), and all other applicable U.S. economic sanctions, antiterrorism, customs and export and technology transfer control Laws, including any regulations or Orders issued under the foregoing, and similar applicable economic sanctions, anti-terrorism, customs and export and technology transfer control Laws of other jurisdictions.

"Securities Authorities" means the OSC and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

"Securities Laws" means the Securities Act (Ontario) and any other applicable securities Laws of any other jurisdiction, in each case together with all rules and regulations and published policies thereunder, and the rules and published policies of the TSX.

"Security Risk Assessment" means any requirements to perform security assessments under any Data Security and Privacy Requirements.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+ maintained on behalf of the Securities Authorities.

"Shareholder Arrangement Resolution" means the special resolution of the Corporation Shareholders approving the Plan of Arrangement to be considered at the Corporation Shareholder Meeting, substantially in the form of Schedule B.

"Shareholder Rights Plan" means the shareholder rights plan of the Corporation established pursuant to the shareholder rights plan dated as of July 27, 2020 between the Corporation and Computershare Investor Services Inc., as rights agent, as renewed from time to time.

"Software" means any computer software or program (both in source code or object code form), including any software as a service or other cloud-based software in use, and all proprietary rights, documentation and other materials related to such computer software or program.

"SRP Rights" means the rights issuable pursuant to the Shareholder Rights Plan.

"Subsidiary" has the meaning specified in NI 45-106, and for the purposes of this Agreement, "control" shall also include the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of any Person, whether through ownership of voting securities, by Contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons who is at arm's length with the Corporation to acquire not less than all of the outstanding Corporation Shares (other than the Corporation Shares beneficially owned by such Person or group of Persons) or all or substantially all of the Corporation Assets on a consolidated basis that:

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(a) complies with applicable Laws (including Securities Laws) and did not result from or involve a breach of Article 5;

(b) the Board determines in good faith, after receipt of advice from its financial advisers and outside legal counsel and upon recommendation of the Independent Committee, is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal and their respective affiliates (including the identity of the Person or Persons, and their affiliates, making such proposal);

(c) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith judgment, after receiving advice from its financial advisers and outside legal counsel, that adequate arrangements have been made in respect of any financing required to effect payment in full for all of the Corporation Shares on a fully-diluted basis or all or substantially all of the assets of the Corporation, as applicable;

(d) is not subject to any due diligence or access condition; and

(e) the Board determines in good faith, after receipt of advice from financial advisers and outside legal counsel and upon recommendation of the Independent Committee and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal, would, if consummated in accordance with its terms and taking into account the risk of non-completion and other factors deemed relevant by the Board (including the identity of the Person or Persons, and their affiliates, making such Acquisition Proposal), result in a transaction which is more favourable, from a financial point of view, to the Corporation Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)).

"Superior Proposal Notice" has the meaning specified in Section 5.4(1)(c).

"Support and Voting Agreements" means each of (a) the D&O Support and Voting Agreements; and (b) the Corporation Shareholder Support and Voting Agreements.

"Swaps" means any transaction which is a derivative, rate swap transaction, basis swap, forward rate transaction, commodity swap, hedge, commodity option, equity or equity index swap, equity index option, bond option, interest rate option, forward foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures Contract or other similar transaction (including any option with respect to any of these transactions or any combination of these transactions).

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

"Tax Returns" means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated Tax returns and reports, withholding Tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes, including any amendments, modifications, or schedules of any of the foregoing.

"Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, volume, quantity, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales,

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use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal or property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance, parental insurance and government pension plan premiums or contributions, and any requirement to pay or repay any amount to a Governmental Entity in respect of a tax credit, refund, rebate, governmental assistance, subsidy, overpayment or similar adjustment of taxes, (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (a) above or this clause (b), (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Terminating Party" has the meaning specified in Section 4.10(3).

"Termination Fee" has the meaning specified in Section 8.2(2).

"Termination Fee Event" has the meaning specified in Section 8.2(2).

"Termination Notice" has the meaning specified in Section 4.10(3).

"Third Party Beneficiaries" has the meaning specified in Section 8.9(1).

"Third Party Software" has the meaning specified in Paragraph (31)(b) of Schedule D.

"Transferred Information" has the meaning specified in Section 4.6(4).

"TSX" means the Toronto Stock Exchange.

"Warrants" means the warrants to purchase, in the aggregate, such number of Purchaser Class A Shares as is equal to 6% of the Purchaser Class A Shares outstanding immediately following the consummation of the Arrangement, to be issued on the Effective Date in accordance with this Agreement and the Plan of Arrangement, with the following terms: (i) an exercise price of [redacted - commercially sensitive information] per Purchaser Class A Share, (ii) a term of four years and ten months, (iii) subject to restrictions on transfer, and if not already a party, becoming a party to the New Shareholder Agreement upon exercise, and (iv) such other customary terms and conditions, including with respect to anti-dilution, as are otherwise mutually agreed by the Parties, acting reasonably, prior to the Effective Time.

"willful breach" means with respect to any representation, warranty, agreement or covenant in this Agreement, a breach of this Agreement that is a consequence of an act or omission by the Breaching Party with the actual knowledge that the taking of such act or failure to act, as applicable, would, or would be reasonably expected to, cause a breach of this Agreement.

Section 1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

(1) Headings, etc. The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.

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(2) Currency. All references to dollars or to $ are references to Canadian dollars, all references to US$ are to United States dollars, and all references to € are to Euros.

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.

(4) Certain Phrases and References, etc. The words "including", "includes" and "include" mean "including (or includes or include) without limitation," and "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of." Unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term "Agreement" and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term "made available" means copies of the subject materials were included in the Corporation Data Room.

(5) Capitalized Terms. All capitalized terms used in any Schedule or in the Corporation Disclosure Letter have the meanings ascribed to them in this Agreement.

(6) Knowledge.

(a) Where any representation or warranty is expressly qualified by reference to the knowledge of the Corporation or its Subsidiaries, it is deemed to refer to the knowledge of each member of the Corporation Senior Management, in their respective capacity as officers of the Corporation and not in their personal capacity, after making reasonable and diligent inquiries of such Persons within the Corporation or any of its Subsidiaries as they consider necessary as to the matters that are the subject of the representations and warranties.

(b) Where any representation or warranty is expressly qualified by reference to the knowledge of the Purchaser or its Subsidiaries, it is deemed to refer to the knowledge of each member of the Purchaser Senior Management, in their respective capacity as officers of the Purchaser and not in their personal capacity, after making reasonable and diligent inquiries of such Persons within the Purchaser or any of its Subsidiaries as they consider necessary as to the matters that are the subject of the representations and warranties

(7) Accounting Terms. Except as otherwise specifically provided for in this Agreement, all accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS.

(8) Statutes. Any reference to a Law refers to such Law and all rules and regulations made under it, as it or they may have been or may from time to time be amended, consolidated, replaced or re-enacted, unless stated otherwise.

(9) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

(10) Time References. References to time are to local time in Toronto, Ontario.

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(11) Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a Subsidiary of the Corporation, each such provision shall be construed as a covenant by the Corporation to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

(12) Schedules. The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement.

The Corporation and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement.

Section 2.2 Interim Order.

As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Meetings to be held on or before the date specified in Section 2.3(1), the Corporation shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 192 of the CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

(1) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

(2) that the required level of approvals (the "Required Corporation Securityholder Approvals") for:

(a) the Noteholder Arrangement Resolution, shall be Noteholders holding at least 66 ⅔% of the aggregate principal amount of PIK Notes outstanding present in person or represented by proxy at the Noteholder Meeting (the "Required Corporation Noteholder Approval"); and

(b) the Shareholder Arrangement Resolution, shall be (i) at least 66 ⅔% of the votes cast on the Shareholder Arrangement Resolution by the holders of Corporation Shares present in person or represented by proxy at the Corporation Shareholder Meeting; and (ii) at least a simple majority of the votes cast on the Shareholder Arrangement Resolution by the holders of Corporation Shares present in person or represented by proxy at the Corporation Shareholder Meeting, excluding for this purpose votes attached to Corporation Shares held by Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101 (the "Required Corporation Shareholder Approval");

(3) that the terms, restrictions and conditions of the Corporation's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meetings, unless otherwise agreed to or provided for in the Superior Court of Justice (Commercial List) Model Interim Order as of the date thereof;

(4) for the grant of the Dissent Rights to those Corporation Shareholders who are registered Corporation Shareholders as contemplated in the Plan of Arrangement;

(5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;

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(6) that the Meetings may be adjourned or postponed from time to time by the Corporation, with the prior consent of the Purchaser, in accordance with the terms of this Agreement and without the need for additional approval of the Court;

(7) confirmation of the record date for the purposes of determining the Corporation Shareholders and the Noteholders entitled to receive notice of and to vote at the respective Meetings in accordance with the Interim Order;

(8) that the record date for the Corporation Shareholders and the Noteholders entitled to notice of and to vote at the Meetings will not change in respect of any adjournment(s) or postponement(s) of the Meetings, unless required by Securities Laws; and

(9) for such other matters as the Corporation and the Purchaser may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably conditioned, withheld or delayed.

Section 2.3 Meetings.

Subject to the terms of this Agreement and the Interim Order, the Corporation shall:

(1) convene and conduct the Meetings in accordance with the Interim Order, the Corporation's Constating Documents and applicable Law on or before December 15, 2025, for the purpose of considering the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution, as applicable, and for any other proper purpose as may be set out in the Circular and agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meetings without the prior written consent of the Purchaser, except:

(a) in the case of an adjournment, as required for quorum purposes; or
(b) as required or permitted under Section 4.10(4) or Section 5.4(5).

(2) solicit proxies in favour of the approval of the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution and against any resolution submitted by any Corporation Shareholder or Noteholder that is inconsistent with the Shareholder Arrangement Resolution and/or the Noteholder Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, acting reasonably, and at the Purchaser's own expense, using dealer and proxy solicitation services firms and cooperating with any Persons engaged by the Purchaser to solicit proxies in favour of the approval of the Shareholder Arrangement Resolution and/or the Noteholder Arrangement Resolution and against any resolution submitted by any Corporation Shareholder or Noteholder that is inconsistent with the Shareholder Arrangement Resolution; provided that the Corporation will not be required to continue to solicit proxies if there has been a Change in Recommendation;

(3) provide the Purchaser with copies of or access to information regarding the Meetings generated by the Corporation's transfer agent or any dealer or proxy solicitation services firm, as requested from time to time by the Purchaser;

(4) consult with the Purchaser in fixing the date of the Meetings and the record date for the Meetings, give notice to the Purchaser of the Meetings and allow the Purchaser's Representatives (including its outside legal counsel) to attend the Meetings;

(5) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the Meetings, as to the aggregate tally of the proxies (for greater certainty, specifying votes "for" and votes "against" the

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Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution) received by the Corporation in respect of the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution;

(6) promptly advise the Purchaser of any communication (written or oral) received from, or claims brought by (or, to the knowledge of the Corporation, threatened in writing to be brought by), any Person in opposition to the Arrangement and/or any purported exercise or withdrawal of Dissent Rights by Corporation Shareholders and, subject to Law, cooperate and provide the Purchaser with (a) an opportunity to review and comment upon in advance any written communications to be sent by or on behalf of the Corporation to any such Person, (b) a copy of any such written communication and (c) the opportunity to participate in any discussions, negotiations or Proceedings with or including any such Persons;

(7) not settle, compromise or make any payment with respect to, or agree to settle, compromise or make any payment with respect to, any claims by any Person in opposition to the Arrangement and/or any exercise or purported exercise of Dissent Rights, in each case without the prior written consent of the Purchaser;

(8) not waive any failure by any holder of Corporation Shares to timely deliver a notice of exercise of Dissent Rights, make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser;

(9) not change the record date for the Corporation Shareholders and the Noteholders entitled to vote at the Meetings in connection with any adjournment or postponement of the Meetings unless required by Law or the Interim Order; and

(10) at the request of the Purchaser from time to time, provide the Purchaser with a list of (a) the registered Corporation Shareholders, together with their addresses and respective holdings of Corporation Shares, all as shown in the records of the Corporation, as of a date that is not more than three (3) Business Days prior to the date of delivery of such list, (b) the names, addresses and holdings of all Persons having rights issued by the Corporation to acquire Corporation Shares (including holders of Corporation Incentive Securities), and (c) participants and book-based nominee registrants such as CDS & Co., CEDE & Co. and DTC, and non-objecting beneficial owners of Corporation Shares, together with their addresses and respective holdings of Corporation Shares, all as can be reasonably obtained by the Corporation using the procedure set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Corporation Shareholders, and lists of securities positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Corporation Shareholders and with such other Persons as are entitled to vote on the Shareholder Arrangement Resolution.

Section 2.4 Circular.

(1) Subject to compliance with Section 2.4(4), the Corporation shall, as promptly as reasonably practicable after the date of this Agreement, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meetings and the Arrangement, including obtaining the Fairness Opinion and CBCA Opinion for inclusion in the Circular, and the Corporation shall, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed with the applicable Securities Authorities and sent to each Corporation Shareholder and Noteholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Meetings to be held by the date specified in Section 2.3(1).

(2) The Corporation shall ensure that the Circular complies in all material respects with the Interim Order and Law, does not, at the time of mailing, contain any Misrepresentation (other than in respect to any written information with respect to the Purchaser that is furnished in writing by or on behalf of the

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Purchaser for inclusion in the Circular) and provides the Corporation Shareholders and the Noteholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Meetings. Without limiting the generality of the foregoing, the Circular must include: (a) a summary and a copy of the Fairness Opinion and CBCA Opinion, (b) a statement that the Independent Committee has received the Fairness Opinion and CBCA Opinion from Raymond James Ltd. and has, after receiving advice from its financial adviser and outside legal counsel, unanimously recommended that (i) the Board approve this Agreement and (ii) the Corporation Shareholders vote in favour of the Shareholder Arrangement Resolution and the Noteholders vote in favour of the Noteholder Arrangement Resolution (the "Independent Committee Recommendation"), (c) a statement that the Board has received the Fairness Opinion and CBCA Opinion and has, after receiving advice from its financial adviser and outside legal counsel, unanimously (with interested directors abstaining from voting) determined that (i) the Arrangement is in the best interests of the Corporation and is fair to the Corporation Shareholders and that (ii) the Board unanimously (with interested directors abstaining from voting) recommends that the Corporation Shareholders vote in favour of the Shareholder Arrangement Resolution and the Noteholders vote in favour of the Noteholder Arrangement Resolution (the "Board Recommendation"), (d) a copy of the Interim Order, (e) a statement that each Locked-Up Shareholder has entered into a Support and Voting Agreement pursuant to which such Locked-Up Shareholder has agreed to vote all of her, his or its Corporation Shares in favour of the Shareholder Arrangement Resolution and against any resolution submitted by any Corporation Shareholder that is inconsistent with the Shareholder Arrangement Resolution, and (f) the text of the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution.

(3) The Corporation shall give the Purchaser and its outside legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its outside legal counsel, and agrees that all information relating to the Purchaser and its affiliates for inclusion in the Circular or other related documents, and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser with a final copy of the Circular prior to its mailing to the Corporation Shareholders and the Noteholders.

(4) The Purchaser shall provide in writing to the Corporation, in a timely manner so as to allow the Corporation to comply with the timeline set forth in Section 2.3(1), all information concerning the Purchaser and its affiliates as reasonably requested by the Corporation or that is required by Law to be included by the Corporation in the Circular or other related documents, and shall ensure that such information does not, at the time of mailing, contain any Misrepresentation. The Purchaser shall also use its commercially reasonable efforts to obtain any necessary consents from its auditors and any other advisors to the use of any financial or other expert information required to be included (including through incorporation by reference) in the Circular and to the identification in the Circular of each such advisor.

(5) Each Party shall promptly notify the other Party if it becomes aware (in the case of the Purchaser, only in respect of information relating to the Purchaser and its affiliates) that the Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement, as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Corporation Shareholders and the Noteholders and, if required by the Court or by Law, file the same with the Securities Authorities, the TSX or any other Governmental Entity as required.

(6) Each Party shall indemnify and save harmless the other Party and its affiliates and their respective representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which such other Party, its affiliates or any of their respective representatives may be subject or which such other Party, its affiliates or any of their respective representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information furnished by or on behalf of the Party in writing for purposes of inclusion in the Circular,

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including any order made, or any inquiry, investigation or action instituted by any Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

Section 2.5 Final Order.

If the Interim Order is obtained and each of the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution is passed at the respective Meeting as provided for in the Interim Order, the Corporation shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 192 of the CBCA, as soon as reasonably practicable, but in any event no later than five (5) Business Days after each of the Shareholder Arrangement Resolution and the Noteholder Arrangement Resolution is passed at the applicable Meeting as provided for in the Interim Order.

Section 2.6 Court Proceedings.

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall:

(1) diligently pursue, and cooperate with the Purchaser to obtain, the Interim Order and the Final Order;

(2) provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment upon drafts of all material to be filed with, or submitted to, the Court or the Director in connection with the Arrangement, including drafts of the applications for the Interim Order and the Final Order, affidavits, Interim Order and Final Order, and give reasonable consideration to all such comments of the Purchaser and its outside legal counsel, provided that all information relating to the Purchaser and its affiliates included in such materials shall be in a form and substance satisfactory to the Purchaser, acting reasonably;

(3) provide to the Purchaser and its outside legal counsel, on a timely basis, copies of any notice of appearance, evidence or other documents served on the Corporation or its outside legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order, and any notice with respect to exercise of the Dissent Rights;

(4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement;

(5) not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided that the Purchaser is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations, or diminishes or limits the Purchaser's rights, set forth in any such filed or served materials or under this Agreement, the Arrangement or the Support and Voting Agreements;

(6) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;

(7) if the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order or any other matter related to this Arrangement, only do so after notice to, and in consultation and cooperation with, the Purchaser; and

(8) not object to the outside legal counsel to the Purchaser making such submissions on the hearing of the application for the Interim Order and the application for the Final Order as such counsel considers

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appropriate, provided the Purchaser advises the Corporation of the nature of any such submissions prior to the hearing and such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.

Section 2.7 Treatment of Corporation Incentive Securities and Corporation Incentive Plans.

(1) The Parties acknowledge and agree that the Corporation Incentive Securities shall be treated in accordance with the provisions of the Plan of Arrangement.

(2) The Corporation will take all actions (including obtaining any necessary determinations and/or resolutions of the Board or a committee thereof and, if appropriate, amending the terms of the Corporation Omnibus Plan) that may be necessary or required under the Corporation Omnibus Plan to suspend any grants pursuant to the Corporation Omnibus Plan such that no new members can be enrolled therein and that existing members therein are not provided any further entitlements under the Corporation Omnibus Plan after the date of this Agreement (other than such entitlements the existing members hold as of the date of this Agreement and other than Corporation Omnibus Plan DSUs issued pursuant to the Corporation Omnibus Plan in the Ordinary Course in satisfaction of fees owing to directors of the Corporation).

Section 2.8 Articles of Arrangement and Effective Time.

(1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A and any amendments or variations thereto made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the consent of the Corporation and the Purchaser, each acting reasonably.

(2) The closing of the transactions contemplated hereby (the "Closing"), including the filing of the Articles of Arrangement with the Director, shall occur as soon as reasonably practicable (and in any event not later than five (5) Business Days) after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is stipulated, of those conditions as of the Effective Time), unless another time or date is agreed to in writing by the Parties, provided that if on the date the Corporation would otherwise be required to file the Articles of Arrangement pursuant to this Section 2.8(1), a Party has delivered a Termination Notice pursuant to Section 4.10(3), the Corporation shall not file the Articles of Arrangement until the Breaching Party has cured the breaches of representations, warranties, covenants or other matters specified in the Termination Notice.

(3) From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the CBCA. The Closing will take place (a) by remote communication and by the exchange of documents by electronic transmission or (b) or such other location as may be agreed upon by the Parties.

Section 2.9 Consideration.

(1) The Purchaser shall, following receipt of the Final Order and prior to the filing by the Corporation of the Articles of Arrangement with the Director, deposit or cause to be deposited into escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) no later than one (1) Business Day before the Effective Date (i) sufficient funds to satisfy the aggregate Corporation Shareholder Consideration payable in accordance with Section 3.1(k) of the Plan of Arrangement and (ii) the New Notes, the Noteholder Warrants and the Noteholder Share Consideration issuable in accordance with Section 3.1(l) of the Plan of Arrangement.

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Such funds and securities shall be held and paid out in accordance with Article 5 of the Plan of Arrangement.

(2) The Corporation shall, following receipt of the Final Order and prior to the filing by the Corporation of the Articles of Arrangement with the Director, deposit or cause to be deposited into escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) no later than one (1) Business Day before the Effective Date sufficient funds to satisfy the aggregate Noteholder Closing Cash Consideration payable to the Noteholders in accordance with Section 3.1(i) of the Plan of Arrangement, which funds shall be held and paid out in accordance with Article 5 of the Plan of Arrangement.

Section 2.10 Withholding Rights.

Each of the Purchaser, the Corporation, the Depositary and any other Person that makes a payment hereunder shall be entitled to deduct and withhold from the amounts otherwise payable under this Agreement and the Arrangement (including any amounts payable pursuant to Section 2.7) to any Securityholder, or, if a Termination Fee Event occurs, to the Purchaser, such amounts as the Purchaser, the Corporation or the Depositary, as applicable, determines, acting reasonably, are required to be deducted or withheld with respect to such payment under the Tax Act or any provision of any applicable Law, and shall remit such deduction and withholding amount to the appropriate Governmental Entity. Any such amounts will be deducted and withheld from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement or this Agreement, and remitted to the appropriate Governmental Entity, and shall be treated for all purposes under the Plan of Arrangement or this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity.

Section 2.11 Adjustment to Noteholder Share Consideration and Warrants.

The Noteholder Share Consideration and Warrants will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or other dividend distribution of securities convertible into or exchangeable or exercisable for Corporation Shares or Purchaser Shares or Purchaser Class A Shares, as applicable), reorganization, recapitalization, reclassification, combination, or other similar change with respect to the Corporation Shares, Purchaser Shares or Purchaser Class A Shares (or securities convertible into or exchangeable or exercisable for Corporation Shares, Purchaser Shares or Purchaser Class A Shares, as applicable), other than the Pre-Closing Purchaser Share Reorganization, occurring on or after the date of this Agreement and prior to the Effective Time such that the Noteholder Share Consideration to be paid, and the Warrants to be issued, will provide to Corporation Shareholders, the Noteholders, and the Purchaser Shareholders, as applicable, the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to such action and as so adjusted; provided, that nothing in this Section 2.11 shall be construed to permit the Corporation or the Purchaser to take any action that is prohibited by the terms of this Agreement. To the extent any Purchaser Incentive Securities are issued or exercised or additional Purchaser Equity Securities are issued upon exercise of any Purchaser Incentive Securities or otherwise, which issuance or exercise causes the number of Purchaser Equity Securities or Purchaser Incentive Securities to exceed the amounts outlined in Sections 3.1(7)(a) and (b), as applicable, the Noteholder Share Consideration will be adjusted appropriately such that the Noteholder Share Consideration to be paid to Noteholders will provide to the Noteholders the same economic effect as contemplated by this Agreement and the Plan of Arrangement prior to any such exercise(s) or additional issuance(s). In the event the Arrangement will close prior to December 15, 2025, the Purchaser will execute an undertaking in favour of the Noteholders in respect of any adjustments arising after the Effective Time but prior to December 15, 2025 to provide the Noteholders the same economic effect as intended in this Section 2.11, which shall, for greater certainty, take into account the cash effect of any exercises of Purchaser Incentive Securities.

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ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Corporation.

(1) The Corporation represents and warrants to the Purchaser as set forth in Schedule D and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

(2) Except for the representations and warranties set forth in this Agreement, neither the Corporation nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Corporation. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Purchaser in this Agreement, as set forth in Schedule D, neither the Corporation nor any other Person makes or has made any representation or warranty to the Purchaser, its affiliates or any of its or their Representatives, with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Corporation or any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Corporation, its affiliates or any of its or their Representatives in the course of their due diligence investigation of the Corporation or any of its Subsidiaries, the negotiation of this Agreement or the consummation of the Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or correctness thereof, and neither the Corporation nor any other Person will have liability to the Purchaser, its affiliates or any of its or their Representatives or any other Person in respect of such information, including any subsequent use of such information.

(3) The representations and warranties of the Corporation contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Section 3.2 Representations and Warranties of the Purchaser.

(1) The Purchaser represents and warrants to the Corporation as set forth in Schedule E and acknowledges and agrees that the Corporation is relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

(2) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Purchaser. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Purchaser in this Agreement, as set forth in Schedule E, neither the Purchaser nor any other Person makes or has made any representation or warranty to the Corporation, its affiliates or any of its or their Representatives, with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Purchaser or any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Corporation, its affiliates or any of its or their Representatives in the course of their due diligence investigation of the Purchaser or any of its Subsidiaries, the negotiation of this Agreement or the consummation of the Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or correctness thereof, and neither the Purchaser nor any other Person will have liability to the Corporation, its affiliates or any of its or their Representatives or any other Person in respect of such information, including any subsequent use of such information.

(3) The representations and warranties of the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

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ARTICLE 4
COVENANTS

Section 4.1 Conduct of Business of the Corporation.

(1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (b) as expressly required or contemplated by this Agreement, (c) as required by applicable Law or by a Governmental Entity, or (d) as expressly contemplated by any Pre-Acquisition Reorganization, the Corporation shall, and shall cause each of its Subsidiaries to (i) conduct business in the Ordinary Course, and (ii) use commercially reasonable efforts to maintain and preserve, in the Ordinary Course, the Corporation Assets, and the Corporation's and its and its Subsidiaries' respective business organization, operations, goodwill and relationships with all Employees, consultants, agents, contractors or clients of the Corporation or any of its Subsidiaries, Governmental Entities, landlords, creditors, lessors, lessees, licensors, licensees, strategic or alliance partners and other Persons, in each case with whom the Corporation or any of its Subsidiaries have material business relations.

(2) Without limiting the Corporation's obligations under Section 4.1(1), the Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as expressly required or contemplated by this Agreement, (iii) as required by applicable Law or by a Governmental Entity, (iv) as expressly contemplated by any Pre-Acquisition Reorganization, or (v) as set forth in Section 4.1(2) of the Corporation Disclosure Letter, the Corporation shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

(a) amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents of the Corporation or any of its Subsidiaries;

(b) adjust, split, combine, reclassify or amend the terms of any securities of the Corporation or any of its Subsidiaries;

(d) purchase, redeem, repurchase or otherwise acquire or offer to purchase, redeem, repurchase or otherwise acquire any of its securities, whether pursuant to any existing or future contract, arrangement, purchase plan, normal course issuer bid or otherwise;

(e) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of the Corporation or any of its Subsidiaries, or resolutions providing for the same, or file a petition in bankruptcy under any applicable Law on behalf of the Corporation or any of its Subsidiaries, or consent to the filing of any bankruptcy petition against the Corporation or any of its Subsidiaries under any applicable Law;

(f) enter into, or resolve to enter into, any agreement that has the effect of creating a joint venture, partnership, shareholders' agreement or similar relationship between the Corporation or any of its Subsidiaries and another Person;

(g) enter into any new line of business or discontinue any existing line of business, or enter into any agreement or arrangement that would limit or restrict in any material respect the Corporation and any of its Subsidiaries from competing or carrying on any business in any manner;

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(h) issue, grant, deliver, sell, exchange, amend, modify, accelerate, pledge or otherwise subject to any Lien (other than the Corporation Permitted Liens), or authorize any such action in respect of, (i) any securities of the Corporation or any of its Subsidiaries, (ii) options, warrants, equity or equity-based awards or other rights to acquire, or exercisable or exchangeable for, or convertible into, any securities of the Corporation or any of its Subsidiaries (including any Corporation Incentive Securities), or (iii) any rights that are linked in any way to the price of any shares of, or to the value of or of any part of, or to any dividends or distributions paid on any shares of, the Corporation or any of its Subsidiaries (including any Corporation Incentive Securities), except for: (A) the issuance of Corporation Shares issuable upon the exercise or vesting of the currently outstanding Corporation Incentive Securities; and (B) the issuance of Corporation Omnibus Plan DSUs pursuant to the Corporation Omnibus Plan in the Ordinary Course in satisfaction of fees owing to directors of the Corporation;

(j) invest or acquire an interest in (by amalgamation, merger, consolidation, exchange, purchase of securities, contributions to capital or purchase, lease or license of assets or otherwise) any Person, or any land or any real property in excess of US$250,000;

(k) make any capital expenditures or commitments in excess of US$250,000, other than in the Ordinary Course;

(l) sell, sell and lease back, pledge, licence, lease, sublease, alienate, dispose, swap, transfer or voluntarily lose the right to use, in whole or in part, or otherwise dispose of, or subject to any Lien (other than the Corporation Permitted Liens), any Corporation Asset or any interest in any Corporation Asset, or waive, cancel, release or assign to any Person (other than the Corporation and its wholly-owned Subsidiaries) any material right or claim (including indebtedness owed to the Corporation and its Subsidiaries), except for (i) Corporation Assets sold, leased or otherwise transferred in the Ordinary Course and that are not, individually or in the aggregate, material to the Corporation and its Subsidiaries, (ii) obsolete, damaged or destroyed assets in the Ordinary Course, (iii) returns of leased assets at the end of the lease term, (iv) transfers of assets between one or more of the Corporation and its wholly-owned Subsidiaries, and (v) as expressly required pursuant to the terms of any Corporation Material Contract in effect on the date of this Agreement;

(m) commence, cancel, waive, release, assign, settle, satisfy, pay, become liable or subject to, discharge or compromise any (i) Proceeding, threatened Proceeding or Order relating to the assets or the business of the Corporation or any of its Subsidiaries (A) in excess of an aggregate amount of US$250,000, (B) which imposes terms or conditions on completion of the Arrangement or on the ownership or operation by the Purchaser of the business or assets of the Purchaser, its affiliates and related entities, the Corporation or any of its Subsidiaries and related entities, or (C) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement, or (ii) action, claim or Proceeding brought by any present, former or purported holder of securities of the Corporation or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(n) make any bonus or profit-sharing distribution or similar payment of any kind, except in the Ordinary Course or as required by the terms of any existing Contract or the Corporation Employee Plan;

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(o) except as disclosed in Section 4.1(2)(o) of the Corporation Disclosure Letter or as required by the terms of any existing Contract or Corporation Employee Plan: (i) grant any material increase in the rates of wages, salaries, benefits, bonuses or other remuneration of any Employees, directors, officers, contractors, consultants or other services providers of the Corporation or any of its Subsidiaries, (ii) grant or increase in any material respect any indemnification, retention, severance, notice or pay in lieu of notice, change of control, transaction based award, bonus or termination pay or similar compensation or benefits payable to any Employee, consultant, agent or contractor of the Corporation or any of its Subsidiaries, or establish, adopt, enter into, or amend in any material respect any indemnity agreement, bonus, profit sharing, thrift, pension, retirement, deferred compensation, termination or severance plan, agreement, trust, fund, policy or other benefit arrangement as to any Employee, officer, director, consultant, agent, or contractor of the Corporation or any of its Subsidiaries; (iii) accelerate any payment, award, or other benefit payable to, or for the benefit of, any director or officer of the Corporation or any of its Subsidiaries or to any Employee of the Corporation or any of its Subsidiaries; (iv) hire any Employee having an annualized base salary or hourly wage rate greater than US$250,000 or promote any existing Employee to an annualized base salary or hourly wage rate greater than US$250,000, (v) terminate any Employee of the Corporation or any of its Subsidiaries, other than any such Employee having an annualized base salary or hourly wage rate of US$250,000 or less or other than for just cause, (vi) make any material changes to the terms and conditions of employment applicable to any group of Employees of the Corporation or any of its Subsidiaries, as reflected in work rules, employee handbooks, policies and procedures, or otherwise, (vii) amend or terminate any Corporation Employee Plan, or establish, adopt or enter into, any plan, Contract, program, practice, policy, trust, fund, undertaking or other arrangement that would be an a Corporation Employee Plan if it were in existence as of the date hereof, or increase or accelerate the timing of any funding obligation, funding contribution or payment of any compensation or benefits under any Corporation Employee Plan, (viii) reduce the Corporation's or any of its Subsidiaries' work force in a material way so as to trigger any mass termination or collective dismissal provisions under applicable Laws, (ix) make any loan to any director, officer or Employee of the Corporation or its Subsidiaries, or (x) take or propose any action to effect any of the foregoing;

(p) knowingly take any action or fail to take any action that would reasonably be expected to result in a material breach or violation of the obligations of the Corporation or any of its Subsidiaries under any Contract with an Employee, director, officer, consultant or contractor of the Corporation or any of its Subsidiaries;

(q) enter into any Collective Agreement, enter into any Contract that would be a Collective Agreement if in effect on the date hereof or grant recognition to any labour union or similar labour organization for purposes of collective bargaining;

(r) disclose any material trade secrets or material confidential information pertaining to the Corporation or any of its Subsidiaries to any Person, other than in the Ordinary Course, to Persons who are under a contractual, legal, or ethical obligation to maintain the confidentiality of such information;

(s) except as contemplated in Section 4.11, amend, modify or terminate, cancel or let lapse, any insurance (or re-insurance) policy of the Corporation or any of its Subsidiaries, unless, simultaneously with any termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage substantially similar or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums (other than increases reflecting changing market rates) are in full force and effect, and provided that no such termination, cancellation or lapse causes the Corporation or such Subsidiary to be in default of any Corporation Material Contract or material Authorization to which it is a party or by which it is bound;

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(t) enter into or amend any Order or Authorization of the Corporation or any of its Subsidiaries, or abandon or fail to diligently pursue any application for any required Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of, or imposition of conditions on, any such Authorization of the Corporation or any of its Subsidiaries or such required Authorization;

(u) amend, or modify, extend the term of, terminate or cancel, or waive or fail to exercise any rights under, any Corporation Material Contract, or enter into any Contract that would be a Corporation Material Contract if in effect on the date hereof or fail to enforce any breach of any Corporation Material Contract of which it becomes aware, or breach or violate or be in default under any Corporation Material Contract;

(v) engage in any transaction with any member of Corporation Senior Management or any of their immediate family members (including spouses) or any related party (within the meaning of MI 61-101);

(w) make any change in the Corporation's methods of Tax or financial accounting policies, practices, principles, methods or procedures, except as required by concurrent changes in IFRS or pursuant to written instructions, comments or Orders of a Securities Authority;

(x) except as required by applicable Law: (i) make, change or rescind any material Tax election, information schedule, return or designation, (ii) settle or compromise any material Tax claim, assessment, reassessment, liability, Proceeding or controversy, (iii) file any materially amended Tax Return, (iv) initiate a voluntary disclosure with respect to Taxes, (v) enter into any material agreement with a Governmental Entity with respect to Taxes, (vi) enter into or change any material Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification agreement that is binding on the Corporation or its Subsidiaries, (vii) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, (viii) consent to the extension or waiver of the limitation period applicable to any material Tax matter, (ix) make a request for a material Tax ruling to any Governmental Entity, or (x) materially amend or change any of its methods for reporting income, deductions or accounting for income Tax purposes;

(y) cancel, waive, release, assign, settle or compromise any material claims or rights;

(z) enter into or terminate any Swap, hedges, derivatives, forward sales contracts or similar financial instruments outside of the Ordinary Course;

(aa) sell, assign, transfer, abandon, permit to lapse or expire, license or sublicense, subject to any Lien (other than the Corporation Permitted Liens), or otherwise dispose of any Corporation Intellectual Property or exclusive rights in or in respect thereto that is material to the Corporation and its Subsidiaries taken as a whole, other than to (i) wholly-owned Subsidiaries and (ii) non-exclusive licences granted to third parties in the Ordinary Course;

(bb) waive, release, abandon, let lapse, grant or transfer any material right or value or amend, modify or change, in any material respect any existing material license, right to use, Corporation Material Contract or Intellectual Property;

(cc) enter into or amend any Contract (a) that could result in the payment by the Corporation of any of its Subsidiaries of a finder's fee, success fee or other similar fee, or (b) with any broker, finder or investment banker, provided that the foregoing shall not prohibit the Corporation from entering into an agreement on commercially reasonable terms with any dealer and proxy solicitation services firm for purposes of soliciting proxies in connection with the Arrangement;

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(dd) enter into any Contract with a consultant (other than, for greater certainty, any outside legal counsel, tax advisors and Raymond James Ltd.) that is in relation to the transactions contemplated by this Agreement, or entered into outside of the Ordinary Course;

(ee) take any action that would, or would reasonably be expected to, materially delay or impede the consummation of the Arrangement, or the satisfaction of any of the conditions set forth in Article 6; or

(ff) authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

(3) The Corporation shall notify the Purchaser of (a) any potential or actual Corporation Data Breach and of any emergency-type occurrences involving Corporation Data or the protection of property incidents, in each case that is or would reasonably be expected to be material to the business of the Corporation and any of its Subsidiaries or (b) other incidents or accidents occurring after the date hereof involving any Corporation Assets that could reasonably be expected to result in damages or losses in excess of US$250,000. The Corporation shall consult with the Purchaser and give reasonable and due consideration to the comments formulated by the Purchaser on any actions or measures to be taken in connection with a situation described in this Section 4.1(3) prior to taking any actions or measures in relation thereto.

Section 4.2 Conduct of Business of the Purchaser.

(1) The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (a) with the prior written consent of the Corporation (such consent not to be unreasonably withheld, conditioned or delayed), (b) as expressly required or contemplated by this Agreement (including, for certainty, the Pre-Closing Purchaser Share Reorganization, the repayment of the OP Corporate Bank Debt, the conversion of the EC Loan, the issuance of the Purchaser Shareholder Warrants by the Purchaser to certain Purchaser Shareholders on or prior to the Effective Date), or (c) as required by applicable Law or by a Governmental Entity, the Purchaser shall, and shall cause each of its Subsidiaries to (i) conduct business in the Ordinary Course, and (ii) use commercially reasonable efforts to maintain and preserve, in the Ordinary Course, the Purchaser Assets, and the Purchaser's and its and its Subsidiaries' respective business organization, operations, goodwill and relationships with all Employees, consultants, agents, contractors or clients of the Purchaser or any of its Subsidiaries, Governmental Entities, landlords, creditors, lessors, lessees, licensors, licensees, strategic or alliance partners and other Persons, in each case with whom the Purchaser or any of its Subsidiaries have material business relations.

(2) Without limiting the Purchaser's obligations under Section 4.2(1), the Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Corporation (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as expressly required or contemplated by this Agreement (including, for certainty, the Pre-Closing Purchaser Share Reorganization, the repayment of the OP Corporate Bank Debt, the conversion of the EC Loan, the issuance of the Purchaser Shareholder Warrants by the Purchaser to certain Purchaser Shareholders on or prior to the Effective Date), (iii) as required by applicable Law or by a Governmental Entity, or (iv) as set forth in Section 4.2(2) of the Purchaser Disclosure Letter, the Purchaser shall not, and shall cause each of its Subsidiaries not to, directly or indirectly:

(a) amend, restate, rescind, alter, enact or adopt all or any portion of any of the Constating Documents of the Purchaser or any of its Subsidiaries;

(b) adjust, split, combine, reclassify or amend the terms of any securities of the Purchaser or any of its Subsidiaries;

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(e) adopt a plan of complete or partial liquidation, arrangement, dissolution, amalgamation, merger, consolidation, restructuring, recapitalization, winding-up or other reorganization of the Purchaser or any of its Subsidiaries, or resolutions providing for the same, or file a petition in bankruptcy under any applicable Law on behalf of the Purchaser or any of its Subsidiaries, or consent to the filing of any bankruptcy petition against the Purchaser or any of its Subsidiaries under any applicable Law;

(f) enter into, or resolve to enter into, any agreement that has the effect of creating a joint venture, partnership, shareholders' agreement or similar relationship between the Purchaser or any of its Subsidiaries and another Person;

(g) enter into any new material line of business or discontinue any existing material line of business, or enter into any agreement or arrangement that would limit or restrict in any material respect the Purchaser and any of its Subsidiaries from competing or carrying on any business in any manner;

(h) issue, grant, deliver, sell, exchange, amend, modify, accelerate, pledge or otherwise subject to any Lien (other than the Purchaser Permitted Liens), or authorize any such action in respect of, (i) any securities of the Purchaser or any of its Subsidiaries, (ii) options, warrants, equity or equity-based awards or other rights to acquire, or exercisable or exchangeable for, or convertible into, any securities of the Purchaser or any of its Subsidiaries (including any Purchaser Incentive Securities), or (iii) any rights that are linked in any way to the price of any shares of, or to the value of or of any part of, or to any dividends or distributions paid on any shares of, the Purchaser or any of its Subsidiaries (including any Purchaser Incentive Securities) except for the issuance of Purchaser Shares (or, following the Pre-Closing Purchaser Share Reorganization, Purchaser Class A Shares) issuable upon the exercise or vesting of the Purchaser Incentive Securities;

(i) make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) on, or purchase, redeem, repurchase or otherwise acquire, any class of securities of the Purchaser or any of its Subsidiaries, except (A) for dividends by any of the Purchaser's direct or indirect Subsidiaries to the Purchaser or any of its other wholly-owned Subsidiaries, and (B) the payment of dividends or other distributions to the Purchaser Shareholders up to the Priority Distribution Cap amount, provided that any such payment of dividends or other distributions shall reduce the Priority Distribution Cap by the aggregate amount of such dividends or other distributions;

(k) make any capital expenditures or commitments in excess of $250,000, other than in the Ordinary Course;

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and its wholly-owned Subsidiaries) any material right or claim (including indebtedness owed to the Purchaser and its Subsidiaries), except for (i) Purchaser Assets sold, leased or otherwise transferred in the Ordinary Course and that are not, individually or in the aggregate, material to the Purchaser and its Subsidiaries, (ii) obsolete, damaged or destroyed assets in the Ordinary Course, (iii) returns of leased assets at the end of the lease term, (iv) transfers of assets between one or more of the Purchaser and its wholly-owned Subsidiaries, and (v) as expressly required pursuant to the terms of any Contract in effect on the date of this Agreement;

(m) make any loan or similar advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person (other than in respect of a liability or obligation incurred by a wholly-owned Subsidiary of the Purchaser, provided that the incurrence of such liability or obligation by such Subsidiary does not constitute a breach of this Agreement), provided that, subject to compliance with applicable Law, including any Purchaser Material Contracts, the Purchaser may make loans or similar advances to Purchaser Shareholders provided that the amount of any such loans or similar advances shall (to the extent they were not repaid in cash prior to the Effective Date) reduce the Priority Distribution Cap by the aggregate amount of such loans or similar advances;

(n) amend in any material respect or terminate any Purchaser Employee Plan, or establish, adopt or enter into, any plan, Contract, program, practice, policy, trust, fund, undertaking or other arrangement that would be an Purchaser Employee Plan if it were in existence as of the date thereof, or increase or accelerate the timing of any funding obligation, funding contribution or payment of any compensation or benefits under any Purchaser Employee Plan;

(o) make any bonus or profit sharing distribution or similar payment of any kind, except in the Ordinary Course or as required by terms of any existing Contract or Purchaser Employee Plan;

(p) prepay any long-term indebtedness (whether in account of borrowed money or otherwise) before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness;

(q) commence, cancel, waive, release, assign, settle, satisfy, pay, become liable or subject to, discharge or compromise any (i) Proceeding, threatened Proceeding or Order (A) which imposes terms or conditions on completion of the Arrangement or on the ownership or operation by the Purchaser of the business or assets of the Purchaser, its affiliates and related entities, the Corporation or any of its Subsidiaries and related entities, or (B) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement, or (ii) action, claim or Proceeding brought by any present, former or purported holder of securities of the Purchaser or any of its Subsidiaries in connection with the transactions contemplated by this Agreement or the Plan of Arrangement;

(r) disclose any material trade secrets or material confidential information pertaining to the Purchaser or any of its Subsidiaries to any Person, other than in the Ordinary Course, to Persons who are under a contractual, legal, or ethical obligation to maintain the confidentiality of such information;

(s) amend, modify or terminate, cancel or let lapse, any insurance (or re-insurance) policy of the Purchaser or any of its Subsidiaries, unless, simultaneously with any termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage substantially similar or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums (other than increases reflecting changing market rates) are in full force and effect, and provided that no such termination, cancellation or lapse causes the Purchaser or such Subsidiary to be in default of any Purchaser Material Contract or material Authorization to which it is a party or by which it is bound;

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(t) enter into or amend any Order or Authorization of the Purchaser or any of its Subsidiaries, or abandon or fail to diligently pursue any application for any required Authorization, or take or omit to take any action that would reasonably be expected to lead to the termination of, or imposition of conditions on, any such Authorization of the Purchaser or any of its Subsidiaries or such required Authorization;

(u) make any change in the Purchaser's methods of Tax or financial accounting policies, practices, principles, methods or procedures, except as required by concurrent changes in IFRS or pursuant to written instructions, comments or Orders of a Securities Authority or the TSX;

(v) except as required by applicable Law: (i) make, change or rescind any material Tax election, information schedule, return or designation, (ii) settle or compromise any material Tax claim, assessment, reassessment, liability, Proceeding or controversy, (iii) file any materially amended Tax Return, (iv) initiate a voluntary disclosure with respect to Taxes, (v) enter into any material agreement with a Governmental Entity with respect to Taxes, (vi) enter into or change any material Tax sharing, Tax advance pricing agreement, Tax allocation or Tax indemnification agreement that is binding on the Purchaser or its Subsidiaries, (vii) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, (viii) consent to the extension or waiver of the limitation period applicable to any material Tax matter, (ix) make a request for a material Tax ruling to any Governmental Entity, or (x) materially amend or change any of its methods for reporting income, deductions or accounting for income Tax purposes;

(w) amend, or modify, extend the term, terminate or cancel, or waive or fail to exercise any rights under any Purchaser Material Contract, or enter into any Contract that would be a Purchaser Material Contract if in effect on the date hereof, or fail to enforce any breach of any Purchaser Material Contract of which it became aware, or breach or violate or be in default under any Purchaser Material Contract;

(x) enter into or terminate any Swap, hedges, derivatives, forward sales contracts or similar financial instruments outside of the Ordinary Course;

(y) sell, assign, transfer, abandon, permit to lapse or expire, license or sublicense, subject to any Lien (other than the Purchaser Permitted Liens), or otherwise dispose of any Purchaser Intellectual Property or exclusive rights in or in respect thereto that is material to the Purchaser and its Subsidiaries taken as a whole, other than to (i) wholly-owned Subsidiaries, and (ii) non-exclusive licences granted to third parties in the Ordinary Course;

(z) waive, release, abandon, let lapse, grant or transfer any material right or value or amend, modify or change, in any material respect any existing material license, right to use, Purchaser Material Contract, or Intellectual Property;

(aa) enter into or amend any Contract (a) that could result in the payment by the Corporation of any of its Subsidiaries of a finder's fee, success fee or other similar fee, or (b) with any broker, finder or investment banker, provided that the foregoing shall not prohibit the Corporation from entering into an agreement on commercially reasonable terms with any dealer and proxy solicitation services firm for purposes of soliciting proxies in connection with the Arrangement;

(bb) enter into any Contract with a consultant (other than, for greater certainty, any outside legal counsel and tax advisors) that is in relation to the transactions contemplated by this Agreement, or entered into outside of the Ordinary Course;

(cc) take any action that would, or would reasonably be expected to, materially delay or impede the consummation of the Arrangement, or the satisfaction of any of the conditions set forth in Article 6; or

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(dd) authorize, agree, offer, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

Section 4.3 Covenants of the Corporation Relating to the Arrangement.

(1) The Corporation shall, and shall cause its Subsidiaries to, perform all obligations required or desirable to be performed by the Corporation or any of its Subsidiaries under this Agreement, cooperate with the Purchaser in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Corporation shall and, where appropriate, shall cause its Subsidiaries to (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):

(a) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law applicable to it or its Subsidiaries with respect to this Agreement or the Arrangement;

(b) use commercially reasonable efforts to provide, obtain and maintain all third party notices or other notices and consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are reasonably required or reasonably requested by the Purchaser in connection with the Arrangement, this Agreement or the other transactions contemplated hereby (including the RBC Consent and those reasonably required under any Contract to which the Corporation or any of its Subsidiaries is a party or those needed to maintain in full force and effect any Authorization held by the Corporation or any of its Subsidiaries) in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incur any liability or obligation without the prior written consent of the Purchaser, provided that, the Corporation may (or may cause its Subsidiaries to), in lieu of obtaining the RBC Consent, make alternative arrangements, satisfactory to the Purchaser, acting reasonably, such that the RBC Consent is no longer required prior to the Effective Date;

(c) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Corporation and its Subsidiaries relating to the Arrangement;

(d) use commercially reasonable efforts to, on prior approval of the Purchaser, oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby, including seeking to have any stay or temporary restraining Order entered by any Governmental Entity vacated or reserved, so as to enable Closing to occur as soon as reasonably practicable (provided, that neither the Corporation nor any of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Proceeding without the prior written approval of the Purchaser, not to be unreasonably withheld, conditioned or delayed);

(e) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement; and

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(f) subject to confirmation that insurance coverage is maintained or purchased in accordance with Section 4.11, assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser and the Corporation, each acting reasonably) of each member of the Board and each member of the board of directors of the Corporation's wholly-owned Subsidiaries (and, in the case of Subsidiaries that are not wholly-owned, of the directors nominated by the Corporation), other than any individual who will be continuing to serve in such capacity, as agreed to by the Purchaser, and causing them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time.

(2) The Corporation shall promptly notify the Purchaser in writing of:

(a) any Corporation Material Adverse Effect or any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate, would reasonably be expected to have or develop into a Corporation Material Adverse Effect;

(b) any notice or other communication (written or oral) of which the Corporation has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or any of the transactions contemplated hereby;

(c) any (i) Proceedings commenced or, to the knowledge of the Corporation, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (ii) material Proceedings commenced or, to the knowledge of the Corporation, threatened against, relating to or involving or otherwise affecting the Corporation, its Subsidiaries or the Corporation Assets,

(d) any notice or other communication from any Governmental Entity in connection with this Agreement (and the Corporation shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or

(e) any breach, default or termination, or any notice of breach, default, termination (or of any intention to cancel, terminate or otherwise modify or not renew its relationship with the Corporation or any of its Subsidiaries) (whether written or oral), by any party to any Corporation Material Contract or any Authorization by which the Corporation or any of its Subsidiaries is bound;

in the case of each of (b), (c)(i) and (d), to the extent that such notice, communication or Proceeding would reasonably be expected to impair, impede, materially delay or prevent the Corporation from performing its obligations under this Agreement.

Section 4.4 Covenants of the Purchaser Relating to the Arrangement.

(1) The Purchaser shall perform all obligations required or desirable to be performed by the Purchaser under this Agreement, cooperate with the Corporation in connection therewith, and do all such other commercially reasonable acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, the Purchaser shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):

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or the Arrangement, provided, however, that under no circumstances will the Purchaser be required to agree or consent to any increase in the Consideration;

(b) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;

(c) use commercially reasonable efforts, upon reasonable consultation with the Corporation, to oppose, lift or rescind any Order seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement, and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement, this Agreement or the transactions contemplated hereby; and

(d) not take any action, or refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, in each case, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

(2) The Purchaser shall promptly notify the Corporation in writing of:

(a) any Purchaser Material Adverse Effect or any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate, would reasonably be expected to have or develop into a Purchaser Material Adverse Effect;

(b) any notice or other communication (written or oral), of which the Purchaser has knowledge, from any Person alleging that the consent (or waiver, permit, exemption, Order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement, this Agreement or the transactions contemplated hereby;

(c) any (i) Proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Arrangement, this Agreement or any of the transactions contemplated hereby, and (ii) material Proceedings commenced or, to the knowledge of the Purchaser, threatened against, relating to or involving or otherwise affecting the Purchaser, its Subsidiaries or the Purchaser Assets,

(e) any breach, default or termination, or any notice of breach, default, termination (or of any intention to cancel, terminate or otherwise modify or not renew its relationship with the Purchaser or any of its Subsidiaries) (whether written or oral), by any party to any Purchaser Material Contract or any Authorization by which the Purchaser or any of its Subsidiaries is bound,

in the case of each of (b), (c)(i) and (d), to the extent that such notice, communication or Proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser from performing its obligations under this Agreement.

Section 4.5 Regulatory Approvals.

(1) Each Party hereto shall, as promptly as possible, use its commercially reasonable efforts to obtain, or cause to be obtained, all consents and Authorizations, including the Regulatory Approvals, from all Governmental Entities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations under this Agreement. Each Party shall co-operate fully with the

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other Party and its affiliates in promptly seeking to obtain all such consents or Authorizations, including the Regulatory Approvals, from such Governmental Entities.

(2) The Parties shall use their commercially reasonable efforts to obtain any Regulatory Approvals as soon as reasonably practicable but, in any event, no later than the Outside Date.

(3) The Parties shall cooperate and coordinate with one another in connection with obtaining the Regulatory Approvals, including by providing or submitting as promptly as practicable all documentation and information that is required, or in the opinion of the Purchaser, acting reasonably, advisable, in connection with obtaining the Regulatory Approvals and using their best efforts to ensure that such information does not contain a Misrepresentation. Each Party shall promptly notify the other Party if it becomes aware that any (a) documentation or information for a Regulatory Approval contains a Misrepresentation, or (b) any of the Regulatory Approval contains, reflects or was obtained following the submission of any documentation or information containing a Misrepresentation, such that an amendment or supplement may be necessary or advisable. In such case, the Parties will cooperate in the preparation, filing and dissemination, as applicable, of any such amendment or supplement.

(4) The Parties shall cooperate with and keep one another fully informed as to the status of and the processes and Proceedings relating to obtaining the Regulatory Approvals, and shall promptly notify each other of any communication from any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby, and shall exchange advance drafts of all submissions, material correspondence (including emails), filings, presentations, and, if necessary, applications, undertakings, consent agreements or other material documents made or submitted to or filed with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby (except for submissions, material correspondence, filings, presentations, applications, undertakings, consent agreements or other material documents which a Party reasonably considers to be confidential or commercially sensitive), will provide each other with reasonable opportunity to comment and consider in good faith any suggestions made by the other Party and their counsel and will provide the other Party and their counsel with final copies of all such material submissions, correspondence (including emails), filings, presentations, applications, undertakings, consent agreements and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby. The Parties will each keep the other Party and their counsel fully apprised of all material written (including email) and oral communications and all meetings with any Governmental Entity, and their staff, in respect of the Arrangement, this Agreement or the transactions contemplated hereby, other than confidential supervisory information the disclosure of which may be prohibited by applicable law, including providing copies of all material written (including email) communications on a timely basis, and will not participate in such material communications or meetings without giving the other Party and their counsel the opportunity to participate therein, except to the extent that competitively or commercially sensitive information may be discussed, in which case the Parties will allow external legal counsel for the other Party to participate.

Section 4.6 Access to Information; Confidentiality.

(1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to applicable Law, the Corporation shall, and shall cause its Subsidiaries and their respective Representatives, consultants and contractors to, upon reasonable prior notice: (a) give the Purchaser, its affiliates and their respective Representatives reasonable access during normal business hours to its and its Subsidiaries' offices, premises, properties, assets, senior personnel, Contracts and books and records (including continuing access to the Corporation Data Room), and (b) furnish to the Purchaser, its affiliates and their respective Representatives, consultants, and contractors such financial and operating data and Corporation Data or other information with respect to the assets or business of the Corporation as the Purchaser may reasonably request; provided that the Corporation's compliance with any request under this Section 4.6(1) shall not unduly interfere with the conduct of the business of the Corporation and its Subsidiaries. For greater certainty, neither the Purchaser nor any of its

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Representatives will contact any Employees, or any contractual counterparts of the Corporation or its Subsidiaries (in their capacity as such), except after consultation with and the approval of the Corporation.

(2) Section 4.6 shall not require the Corporation or its Subsidiaries to permit any access, or to disclose any information that in the reasonable good faith judgment of the Corporation, after consultation with outside legal counsel, any violation of any Law or cause any privilege (including attorney-client privilege) that the Corporation or its Subsidiaries would be entitled to assert to be undermined with respect to such information; provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of the Corporation, after consultation with counsel) be managed through the use of customary "clean-room" or other similar arrangements.

(3) Each Party acknowledges that the Confidentiality Agreement continues to apply and, in the case of the Corporation, that any information provided under Section 4.6(1) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement; provided that to the extent any provision of the Confidentiality Agreement conflicts with the terms of this Agreement, the terms of this Agreement shall prevail. For greater certainty, if this Agreement is terminated in accordance with its terms, any obligations of the Parties and their respective Representatives under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms of the Confidentiality Agreement.

(4) Investigations made by or on behalf of the Purchaser, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Corporation in this Agreement.

Section 4.7 Pre-Acquisition Reorganization.

(1) Subject to Section 4.7(2), the Corporation agrees that, upon request of the Purchaser, the Corporation shall, and shall cause its Subsidiaries to (a) perform such reorganizations of their corporate structure, capital structure, business, operations and assets or such other transactions as the Purchaser may request in writing, acting reasonably (each a "Pre-Acquisition Reorganization") (including without limitation, by continuing Optiva Canada Inc. under the CBCA prior to the Effective Date), (b) cooperate with the Purchaser and its advisers to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken, and (c) cooperate with the Purchaser and its advisers to seek to obtain any consents, approvals, waivers or similar authorizations which is reasonably required by the Purchaser (based on the applicable terms of the Contract) in connection with the Pre-Acquisition Reorganizations, if any.

(2) The Corporation will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.7(1) unless such Pre-Acquisition Reorganization:

(a) can be completed as close as reasonably practicable prior to the Effective Time, and can be unwound in the event the Arrangement is not consummated without adversely affecting the Corporation in any material manner;

(b) does not require the approval of any of the Corporation Shareholders or the Noteholders (other than the Required Corporation Securityholder Approvals);

(c) is not prejudicial to the Corporation, the Corporation Shareholders, the Noteholders or other securityholders of the Corporation in any material respect;

(d) does not result in any breach by the Corporation or any of its Subsidiaries of any Contract, Authorization, Constating Document or applicable Law;

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(e) does not result in any incremental material Taxes being imposed on, or any incremental material adverse Tax or other consequences to, the Corporation, any of its Subsidiaries or any securityholder of the Corporation, as compared to the Taxes or other consequences that would arise in connection with the Arrangement in absence of such reorganization;

(f) shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that it is prepared, and able to promptly and without condition proceed, to effect the Arrangement; and

(g) does not prevent, impair the ability of the Corporation to consummate, and will not materially delay the consummation of, the Arrangement.

(3) The Purchaser must provide written notice to the Corporation of any proposed Pre-Acquisition Reorganization at least ten (10) Business Days prior to the Effective Date. Upon receipt of such notice, the Corporation and the Purchaser shall work cooperatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization be effective as close as reasonably practicable prior to the Effective Time.

(4) If this Agreement is terminated (other than by the Purchaser pursuant to Section 7.2(1)(d)(i) [Breach of Representation and Warranty or Failure to Perform Covenant by the Corporation]), the Purchaser (a) shall forthwith reimburse the Corporation for all reasonable and documented out-of-pocket costs, fees and expenses incurred by the Corporation and its Subsidiaries at the request of the Purchaser in connection with any proposed Pre-Acquisition Reorganization, including any transactions necessary to reverse or unwind the Pre-Acquisition Reorganization, and (b) shall indemnify and hold harmless the Corporation and its Subsidiaries from and against any and all liabilities, losses, damages, Taxes, claims, penalties, interests, awards and judgements suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization.

(5) The Purchaser hereby waives any breach of a representation, warranty or covenant by the Corporation to the extent such breach is a result of an action taken by the Corporation or a Subsidiary pursuant to a request by the Purchaser pursuant to this Section 4.7. The completion of a Pre-Acquisition Reorganization, if any, shall not be a condition to the completion of the Arrangement.

Section 4.8 Tax Matters.

Each Party covenants and agrees that until the Effective Time, it shall, and shall cause its Subsidiaries to (a) duly and timely file with the appropriate Governmental Entity all Tax Returns required to be filed by any of them, which shall be correct and complete in all material respects, (b) reasonably consult with the other Party with respect to the discretionary deductions to be claimed in respect of any such Tax Return where claiming such discretionary deductions would otherwise give rise to a non-capital loss for tax purposes and (c) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all amounts required to be so paid, withheld, collected or remitted. Each Party shall keep the other Party reasonably informed of any events, discussions, notices or changes with respect to any Tax or regulatory audit or investigation or any other investigation by a Governmental Entity or Proceeding involving such Party or any of its Subsidiaries (other than Ordinary Course communications which could not reasonably be expected to be material to such Party and its Subsidiaries on a consolidated basis).

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Section 4.9 Public Communications.

(1) The Parties shall agree on the text of any press releases to be issued to announce (a) the execution of this Agreement, and (b) on the Effective Date, the completion of the Arrangement.

(2) Except as required by applicable Law, neither Party shall issue any press release or make any other public statement or disclosure with respect to this Agreement or the transactions contemplated by this Agreement without the prior written consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that, subject to Article 5, any Party that, in the opinion of outside legal counsel, is required to make disclosure by applicable Law (other than disclosures to Governmental Entities in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section 4.5) or to ensure compliance with fiduciary duties of its board of directors shall use its best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on such disclosure (other than with respect to confidential information contained in such disclosure) and if such prior notice is not permitted by applicable Law, shall give such notice immediately following the making of such disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel. For the avoidance of doubt, none of the foregoing shall prevent the Corporation or the Purchaser from making (a) internal announcements to Employees and having discussions with shareholders, financial analysts and other stakeholders, or (b) public announcements in the Ordinary Course that do not relate specifically to this Agreement or the Arrangement, in each case so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. Prior to filing any document relating to the Arrangement on SEDAR+, the Parties agree to consult with each other in order to agree on the version of the document to be filed and any necessary redaction to be made to the document.

Section 4.10 Notice and Cure Provisions.

(1) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

(2) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3) The Corporation may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by the Purchaser] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation], unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is ten (10) Business Days following receipt

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of such Termination Notice by the Breaching Party, if such matter has not been cured by such date, provided that, for greater certainty, (x) if any matter is not capable of being cured by the Outside Date, the Terminating Party may immediately exercise the applicable termination right.

(4) If the Terminating Party delivers a Termination Notice prior to the date of the Meetings, unless the Parties agree otherwise, the Corporation shall postpone or adjourn the Meetings to the earlier of (a) five (5) Business Days prior to the Outside Date and (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.11 Insurance and Indemnification.

(1) Prior to the Effective Time, the Corporation shall purchase customary "tail" policies of directors' and officers' liability insurance from an insurance company of nationally recognized standing providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Corporation and its wholly-owned Subsidiaries which are in effect immediately prior to the Effective Time and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Time and the Purchaser shall, or shall cause the Corporation and its wholly-owned Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six (6) years after the Effective Date; provided that the cost of such policies shall not exceed 300% of the Corporation's and its wholly-owned Subsidiaries' current annual aggregate premium for directors' and officers' liability insurance policies currently maintained by the Corporation or its wholly-owned Subsidiaries. From and after the Effective Time, the Corporation or the Purchaser, as applicable, agrees not to take any action to terminate such directors' and officers' liability insurance or adversely affect the rights of the Corporation's present and former directors and officers thereunder.

(2) From and after the Effective Time, the Purchaser shall cause the Corporation or the applicable Subsidiary of the Corporation to honour all rights to indemnification or exculpation existing as of the date hereof in favour of present and former Employees, officers and directors of the Corporation and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Date.

(3) If the Corporation or any of its Subsidiaries or any of their respective successors or assigns (a) consolidates or amalgamates with, or merges or liquidates into, any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger, amalgamation or liquidation, or (b) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Corporation or its Subsidiaries) assumes all of the obligations set forth in this Section 4.11.

Section 4.12 TSX Delisting.

Subject to applicable Law, each of the Corporation and the Purchaser agrees to use commercially reasonable efforts and cooperate with the other Party in taking, or cause to be taken, all actions necessary to enable (i) the delisting of the Corporation Shares from the TSX (including, if requested by the Purchaser, such items as may be necessary to delist the Corporation Shares on the Effective Date) and (ii) the Corporation to cease being a reporting issuer under applicable Securities Laws as promptly as practicable following the Effective Date.

Section 4.13 Financial Parameters and Working Capital and Related Adjustments.

(1) Corporation's Financial Parameters and Working Capital and Related Adjustments.

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(a) The Corporation (and its Subsidiaries) shall use commercially reasonable efforts to ensure that they maintain, as at immediately prior to the Effective Time:

(i) Cash in an amount at least equal to the aggregate of: (x) US$3.0 million (including at least US$1.5 million that is not Restricted Cash); (y) the aggregate Corporation Shareholder Consideration; (z) the aggregate amount necessary for the settlement of outstanding Corporation Incentive Securities as contemplated by the Plan of Arrangement (together, the "Corporation Cash Target"), and

(ii) at least US$2 million in Excess Receivables (the "Corporation Excess Receivables Target", together with the Corporation Cash Target, the "Corporation Working Capital Target").

(b) Not less than seven (7) Business Days before the Effective Date, the Corporation shall prepare and deliver to the Purchaser:

(i) an initial draft of a comprehensive balance sheet as at immediately prior to the Effective Time (the "Corporation Effective Date Balance Sheet") which will reflect good faith estimates of the Corporation's Cash (including Restricted Cash) (the "Corporation Effective Date Cash Position") and accounts receivable and accounts payable position (expressed as accounts receivable less accounts payable, and provided that, for this purpose, accounts payable shall include a reasonable allocation for any accrued but unbilled fees as at such date of outside legal counsel and other advisors to the Corporation in connection with the Arrangement) (the "Corporation Effective Date Excess Receivables Position" and together with the Corporation Effective Date Cash Position, the "Corporation Effective Date Working Capital Position"), prepared in accordance with IFRS, and

(ii) a draft list of specified accounts receivable (the "Identified Accounts") to be included in the calculation of the Noteholder Deferred Cash Consideration (defined below), which accounts receivable must meet the following criteria: (x) each account represents a net receivable of no less than US$100,000, and (y) the Corporation reasonably believes such net receivables are likely to be collected by the Corporation within 30 days,

accompanied by a copy of the working papers of the Corporation used in the preparation of the foregoing, and any other support evidence as the Purchaser may reasonably request. An "account receivable" for the purpose of this Section 4.13 means any trade accounts receivable (net of any credit balance, returns, trade discounts) that is a valid and legally enforceable obligation owing to the Corporation and has, at the applicable time, been invoiced in good faith and in the Ordinary Course.

(c) The Corporation and the Purchaser shall each act diligently, expeditiously and reasonably in settling any disputes arising in respect of the initial and any subsequent drafts of the Corporation Effective Date Balance Sheet and Identified Accounts, and the Corporation shall continue to produce such evidence as the Purchaser may reasonably request i, including without limitation any correspondence with applicable customers. The Corporation shall deliver the final Corporation Effective Date Balance Sheet and the Identified Accounts no later than the 3rd Business Day prior to the Effective Date, in each case certified by the chief executive officer and the Vice President, Finance of the Corporation.

(d) To the extent that the final Corporation Effective Date Balance Sheet indicates that, as at the Effective Time, either (i) the Corporation Effective Date Cash Position is less than the Corporation Cash Target (the "Cash Shortfall"), or (ii) the Corporation Effective Date Excess Receivables Position is less than the Corporation Excess Receivables Target (the "Excess Receivable Shortfall"), the aggregate principal amount of the New Notes to be issued pursuant

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to the Arrangement shall be adjusted downwards, dollar-for-dollar, by an amount equal to the Cash Shortfall and/or Excess Receivable Shortfall, as applicable.

(e) To the extent that the final Corporation Effective Date Balance Sheet indicates that the Corporation Effective Date Cash Position exceeds the Corporation Cash Target, the amount of surplus represented by the Corporation Effective Date Cash Position minus the Corporation Cash Target (the "Corporation Closing Cash Surplus") shall be paid to Noteholders in accordance with Section 3.1(i) of the Plan of Arrangement as the Noteholder Closing Cash Consideration.

(f) To the extent that the final Corporation Effective Date Balance Sheet indicates that the Corporation Effective Date Excess Receivables Position exceeds the Corporation Excess Receivables Target, Noteholders will receive, in the aggregate (to be allocated to each Noteholder on a pro rata basis based on the aggregate principal amount of PIK Notes held by such Noteholder as at immediately prior to the Effective Time (rounded to the nearest cent)), in accordance with Section 3.1(i) of the Plan of Arrangement, a promissory note representing the right to receive, and the Purchaser will, subject to this Section 4.13(1)(f), be required to (or to cause the Corporation or the Subsidiaries to) make, within 30 days following the Collection Deadline (as defined below), an additional and final cash payment (the "Noteholder Deferred Cash Consideration") in an amount equal to the lesser of:

(i) US$700,000; and
(ii) the amount of cash actually received by the Corporation or its Subsidiaries (or the Purchaser) in respect of the Identified Accounts on or before the date that is 90 days following the Effective Date (the "Collection Deadline").

(2) Purchaser's Financial Parameters and Working Capital and Related Adjustments.

(a) The Purchaser (and its Subsidiaries) shall use commercially reasonable efforts to ensure that they maintain, as at immediately prior to the Effective Time, a Net Cash of €5 million (the "Purchaser Cash Target").

(b) Not less than seven (7) Business Days before the Effective Date, the Purchaser shall prepare and deliver to the Corporation an initial draft of comprehensive balance sheet as at immediately prior to the Effective Time (the "Purchaser Effective Date Balance Sheet") which will reflect good faith estimates of the Purchaser's Net Cash position (making reasonable allocation for any accrued but unbilled fees as at such date of outside legal counsel and other advisors to the Purchaser in connection with the Arrangement) (the "Purchaser Effective Date Cash Position"), prepared in accordance with IFRS, and accompanied by a copy of the working papers of the Purchaser used in its preparation, together with any other evidence supporting the amounts specified in the Purchaser Effective Date Balance Sheet as the Corporation may reasonably request. For the purpose of such calculations, for greater certainty, the New Notes shall not be taken into account.

(c) The Corporation and the Purchaser shall each act diligently, expeditiously and reasonably in settling any disputes arising in respect of the initial and any subsequent draft of the Purchaser Effective Date Balance Sheet, and the Purchaser continue to produce such evidence as the Corporation may reasonably request, including without limitation any correspondence with applicable customers. The Purchaser shall deliver the final the Purchaser Effective Date Balance Sheet no later than the 3rd Business Day prior to the Effective Date, certified by the chief executive officer and the chief financial officer of the Purchaser.

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(d) To the extent that the Purchaser Effective Date Balance Sheet indicates that the Purchaser Effective Date Cash Position is less than the Purchaser Cash Target, the aggregate principal amount of the New Notes to be issued pursuant to the Arrangement shall be adjusted upwards, dollar-for-dollar, by an amount equal to the shortfall represented by the Purchaser Cash Target minus the Purchaser Effective Date Cash Position, provided that the maximum aggregate principal amount of the New Notes to be issued pursuant to the Arrangement shall be US$29 million.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation.

(1) Except as expressly provided in this Article 5, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any of its Representatives or affiliates or otherwise, and shall not permit any such Person to:

(a) solicit, assist, initiate, encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Corporation or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether public or otherwise) that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any Person regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal; provided that the Corporation may (A) communicate with any Person for the sole purpose of clarifying the terms and conditions of any inquiry, proposal or offer made by such Person that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal, (B) advise any Person of the restrictions of this Agreement, and (C) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;

(d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, or take no position or remain neutral with respect to, any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for a period of no more than five (5) Business Days following such public announcement or public disclosure will not be considered to be in violation of this Section 5.1); or

(e) accept or enter into, or publicly propose to accept or enter into, any agreement, understanding or arrangement (in each case, whether or not legally binding) with any Person (other than the Purchaser) in respect of an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3).

(2) The Corporation shall, and shall cause its Subsidiaries and its and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations or other activities commenced prior to the date of this Agreement with any Person with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:

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(a) promptly discontinue access to, and disclosure of, all information regarding the Corporation and its Subsidiaries, including any data room and any confidential information, properties, facilities and books and records of the Corporation or any of its Subsidiaries; and

(b) promptly, and in any event within three (3) Business Days of the date hereof, request, and exercise all rights it has to require (i) the return or destruction of all copies of any confidential information regarding the Corporation or any of its Subsidiary provided to any Person other than the Purchaser, its affiliates and their respective Representatives, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Corporation or any of its Subsidiaries, in each case, to the extent that such information has not previously been returned or destroyed and using its best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(3) The Corporation represents and warrants that, since January 1, 2025, it has not waived any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which the Corporation or any Subsidiary is a Party. The Corporation also covenants and agrees that (a) the Corporation shall take all necessary action to enforce each confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which the Corporation or any Subsidiary is a Party or may hereafter become a party in accordance with Section 5.3, and (b) neither the Corporation, nor any Subsidiary nor any of their respective Representatives will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser's sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify, such Person's obligations respecting the Corporation or any of its Subsidiaries under any confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant to which the Corporation or any Subsidiary is a party (it being acknowledged by the Purchaser that the automatic termination or release of any such agreement, restriction or covenant as a result of entering into this Agreement shall not be a violation of this Section 5.1(3)).

Section 5.2 Notification of Acquisition Proposals.

(1) If the Corporation or any of its Subsidiaries or any of their respective Representatives, receives any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Corporation or any of its Subsidiaries, including information, access or disclosure relating to the properties, facilities, books and records of the Corporation or any of its Subsidiaries, the Corporation shall promptly notify the Purchaser, at first orally, and then promptly and in any event within 24 hours in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all written documents, correspondence or other material received in respect of, from or on behalf of any such Person.

(2) The Corporation shall keep the Purchaser fully informed of the status of all developments and discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall promptly provide to the Purchaser copies of all material correspondence if in writing or electronic form, and if not in writing or electronic form, a description of the material or substantive terms of such correspondence communicated to the Corporation by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3 Responding to an Acquisition Proposal.

(1) Notwithstanding Section 5.1, if prior to obtaining the Required Corporation Securityholder Approvals, the Corporation receives a bona fide unsolicited written Acquisition Proposal, the Corporation may (i) contact the Person making such Acquisition Proposal and its Representatives solely for the purpose of

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clarifying the terms and conditions of such Acquisition Proposal, and (ii) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of confidential information, properties, facilities, or books and records of the Corporation or any of its Subsidiaries, if and only if, in the case of clause (ii):

(a) the Independent Committee first determines in good faith, after consultation with its financial advisers and its outside legal counsel, that such Acquisition Proposal constitutes or would reasonably be expected to constitute a Superior Proposal;

(b) such Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with the Corporation or any of its Subsidiaries;

(c) the Corporation has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects;

(d) the Corporation enters into a confidentiality and standstill agreement with such Person that contains a customary standstill provision and that is otherwise on terms that are no less favourable to the Corporation than those found in the Confidentiality Agreement;

(e) any such copies, access or disclosure provided to such Person shall have already been (or shall promptly be) provided to the Purchaser;

(f) the Corporation promptly provides the Purchaser prior written notice stating the Corporation's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;

(g) prior to providing any such copies, access or disclosure, the Corporation promptly provides the Purchaser with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and

(h) the Corporation promptly provides the Purchaser with any material non-public information concerning the Corporation or its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

Section 5.4 Right to Match.

(1) If the Corporation receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Corporation Securityholder Approvals, the Board may, or may cause the Corporation to, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Superior Proposal and make a Change in Recommendation, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with the Corporation or any of its Subsidiaries;

(b) the Corporation has been, and continues to be, in compliance with its obligations under this Article 5 in all material respects;

(c) the Corporation has delivered to the Purchaser a written notice of the determination of the Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board

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to enter into such definitive agreement with respect to such Superior Proposal and to make a Change in Recommendation (the "Superior Proposal Notice");

(d) the Corporation has provided the Purchaser a copy of the definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to the Corporation in connection therewith;

(e) at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(d);

(f) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(g) after the Matching Period, the Board has determined in good faith, after consultation with the Corporation's outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)); and

(h) prior to or concurrently with entering into such definitive agreement and making a Change in Recommendation, the Corporation terminates this Agreement pursuant to Section 7.2(1)(c)(ii) [Superior Proposal] and pays the Termination Fee pursuant to Section 8.2.

(2) During the Matching Period, or such longer period as the Corporation may approve in writing for such purpose: (a) the Purchaser shall have the opportunity (but not the obligation) to offer to amend the Arrangement and this Agreement in order for such Acquisition Proposal to cease to be a Superior Proposal and the Board shall, in consultation with the Corporation's outside legal counsel and financial advisers, review any offer made by the Purchaser under Section 5.4(1)(f) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal, and (b) the Corporation shall, and shall cause its Representatives to, negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Plan of Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation shall promptly so advise the Purchaser and the Corporation and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Corporation Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new full five (5) Business Day Matching Period from the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received all of the materials referred to in Section 5.4(1)(d) with respect to each new Superior Proposal from the Corporation.

(4) The Board and the Independent Committee shall promptly, and in any event within three (3) Business Days from the Purchaser's request to do so, reaffirm (subject to Section 5.1(1)(d)) the Board Recommendation and the Independent Committee Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement or the Plan of Arrangement as contemplated under Section 5.4(2) would result in an Acquisition Proposal no longer being a Superior Proposal. The Corporation shall provide the Purchaser and its outside legal with a reasonable opportunity to review the form and content of any such press release and shall make all

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reasonable amendments to such press release as requested by the Purchaser and its outside legal counsel.

(5) If the Corporation provides a Superior Proposal Notice to the Purchaser and any of the Meetings is scheduled to be held prior to the expiry of the Matching Period, the Corporation shall either proceed with or shall postpone the Meetings, as directed by the Purchaser, provided that any such postponement shall be to a date that is not more than fifteen (15) Business Days after the scheduled date of the Meetings and in any event, before the Outside Date.

(6) Nothing contained in this Article 5 shall prohibit the Board from:

(a) responding through a directors' circular or otherwise as required by applicable Securities Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that the Corporation shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by the Purchaser and its counsel; or

(b) calling or holding a meeting of Corporation Shareholders requisitioned by Corporation Shareholders in accordance with the CBCA or taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law.

Section 5.5 Breach by Subsidiaries and Representatives.

Without limiting the generality of the foregoing, the Corporation shall advise its Subsidiaries and its and their Representatives of the prohibitions set out in this Article 5, and any violation of the restrictions set forth in this Article 5 by the Corporation, its Subsidiaries or its or their Representatives will be deemed to be a breach of this Article 5 by the Corporation. Furthermore, the Corporation shall be responsible for any breach of this Article 5 by its Subsidiaries and its and its Subsidiaries' Representatives.

ARTICLE 6 CONDITIONS

Section 6.1 Mutual Conditions Precedent.

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

(1) Required Corporation Securityholder Approvals. The Required Corporation Securityholder Approvals have been obtained at the Meetings in accordance with the Interim Order.

(2) Required Purchaser Shareholder Approval. The Required Purchaser Shareholder Approval has been obtained.

(3) Interim and Final Orders. The Interim Order and the Final Order have each been obtained on terms consistent with this Agreement, and have not been set aside or modified in a manner unacceptable to either the Corporation or the Purchaser, each acting reasonably, on appeal or otherwise.

(4) Illegality. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or Order (whether temporary, preliminary or permanent), in each case, which is in effect and which prevents, prohibits or makes the consummation of the Arrangement illegal

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or otherwise prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement or any of the other transactions contemplated in this Agreement.

(5) OP Corporate Bank Consent. (i) The OP Corporate Bank Debt shall have been repaid in full and (ii) the security granted thereunder discharged and released, or the Corporation, acting reasonably, shall have received evidence of satisfactory alternative arrangements regarding such discharge and release in the ordinary course following the Effective Date.

(6) The EC Loan Conversion. The full amount of principal and interest owing under the EC Loan shall be converted pursuant and subject to the terms and conditions of the EC Loan Conversion Agreement and thereafter governed by the AL Loan Agreement. The AL Loan Amendment shall have been executed by the parties thereto and shall become effective as of the Effective Time, and the aggregate amount of indebtedness owing by the Purchaser under the AL Loan Amendment immediately after such conversion and the effectiveness of the AL Loan Amendment shall not exceed €19,000,000.

(7) Intercreditor Agreement(s). If requested by the Purchaser or any lender of any Designated Senior Indebtedness (as such term is defined in Schedule F hereto) any Senior Creditor Intercreditor Agreement(s) (as such term is defined in Schedule F hereto) have been executed and are held in escrow to be released simultaneously with the issuance of the New Notes pursuant to the Plan of Arrangement.

Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser.

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

(1) Representations and Warranties of the Corporation. (a) The representations and warranties of the Corporation (i) set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], (5) [No Conflict/Non Contravention], (6) [Capitalization], (23) [Brokers] and (24) [Board and Independent Committee Approval] of Schedule D shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects (except for de minimis inaccuracies) as of such date), and (ii) set forth in Schedule D (other than representations and warranties to which Section 6.2(1)(a)(i) applies) shall be true and correct in all respects (disregarding for purposes of this Section 6.2(1)(a)(ii) any materiality, "material" or "Corporation Material Adverse Effect" qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (ii) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or would not reasonably be expected to have a Corporation Material Adverse Effect, and (b) the Corporation has delivered a certificate confirming same to the Purchaser, executed by two (2) senior officers of the Corporation (in each case, without personal liability) addressed to the Purchaser and dated the Effective Date.

(2) Performance of Covenants by the Corporation. The Corporation has fulfilled or complied in all material respects with each of the covenants of the Corporation contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two (2) senior officers of the Corporation (in each case, without personal liability) addressed to the Purchaser and dated the Effective Date.

(3) Dissent Rights. Dissent Rights have not been exercised (or, if exercised, remain outstanding) with respect to more than $10\%$ of the issued and outstanding Corporation Shares.

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(4) New Credit Facility Agreement. The New Credit Facility Agreement has been executed and is held in escrow to be released simultaneously with the issuance of the New Notes pursuant to the Plan of Arrangement.

(5) Deposit of Consideration. The Corporation has deposited or caused to be deposited with the Depositary in escrow the aggregate Noteholder Closing Cash Consideration in accordance with Section 2.9(2).

(6) Corporation Material Adverse Effect. Since the date of this Agreement, there has not occurred a Corporation Material Adverse Effect and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two (2) senior officers of the Corporation (in each case, without personal liability) addressed to the Purchaser and dated the Effective Date.

Section 6.3 Additional Conditions Precedent to the Obligations of the Corporation.

The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation and may only be waived, in whole or in part, by the Corporation in its sole discretion:

(1) Representations and Warranties of the Purchaser. (a) The representations and warranties of the Purchaser (i) set forth set forth in Paragraphs (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Board Approval], (4) [Execution and Binding Obligation], (6) [No Conflict/Non Contravention] (7) [Capitalization] and (33) [Share and Warrant Consideration] of Schedule E shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects (except for de minimis inaccuracies) as of such date), and (ii) set forth in Schedule E (other than the representations and warranties to which Section 6.3(1)(a)(i) applies) shall be true and correct in all respects (disregarding for purposes of this Section 6.3(1)(a)(ii) any materiality, "material" or "Purchaser Material Adverse Effect" qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects as of such date), except in the case of this clause (ii) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or would not reasonably be expected to have a Purchaser Material Adverse Effect, and (b) the Purchaser has delivered a certificate confirming same to the Corporation, executed by two (2) senior officers of the Purchaser (in each case, without personal liability) addressed to the Corporation and dated the Effective Date.

(2) Performance of Covenants by the Purchaser. The Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to the Corporation, executed by two (2) senior officers of the Purchaser (in each case, without personal liability) addressed to the Corporation and dated the Effective Date.

(3) New Note Indenture. The conditions precedent to be satisfied by the Purchaser in respect of the New Note Indenture, as set out in the term sheet attached as Schedule F hereto, shall have been satisfied (unless waived by the Corporation).

(4) New Credit Facility. The conditions precedent to be satisfied by the Purchaser in respect of the New Credit Facility, as set out in the term sheet attached as Schedule G hereto, shall have been satisfied (unless waived by the Corporation).

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(5) New Notes. The New Note Indenture and the New Notes have been executed and are held in escrow to be released at the applicable time as set out in the Plan of Arrangement.

(6) The Noteholder Warrants. The Noteholder Warrants have been executed and are held in escrow to be released at the applicable time as set out in the Plan of Arrangement.

(7) New Shareholder Agreement. The New Shareholder Agreement has been executed by the Purchaser and the applicable Purchaser Shareholders and is held in escrow to be released simultaneously with the issuance of the Purchaser Class A Shares pursuant to the Plan of Arrangement.

(8) Net Cash Condition. The Purchaser (and its Subsidiaries) shall have a minimum Net Cash of €1 million.

(9) Purchaser Material Adverse Effect. Since the date of this Agreement, there has not occurred a Purchaser Material Adverse Effect and the Purchaser has delivered a certificate confirming same to the Corporation, executed by two (2) senior officers of the Purchaser (in each case, without personal liability) addressed to the Corporation and dated the Effective Date.

(10) Deposit of Consideration. The Purchaser has deposited or caused to be deposited with the Depositary in escrow the aggregate Corporation Shareholder Consideration in accordance with Section 2.9(1).

(11) Key Cash Payments. The cash payments outlined in Section 6.3(11) of the Purchaser Disclosure Letter shall have been received by the Purchaser and the Purchaser has delivered a certificate confirming same to the Corporation, executed by two (2) senior officers of the Purchaser (in each case, without personal liability) addressed to the Corporation and dated the Effective Date.

Section 6.4 Satisfaction of Conditions.

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds and other applicable Consideration held in escrow by the Depositary pursuant to Section 2.9 hereof shall be deemed to be released from escrow when the Certificate of Arrangement is issued.

ARTICLE 7

TERM AND TERMINATION

Section 7.1 Term.

This Agreement shall be effective from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms.

Section 7.2 Termination.

(1) This Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective Time by:

(a) the mutual written agreement of the Parties;

(b) either the Corporation or the Purchaser if:

(i) No Required Corporation Securityholder Approvals. The Meetings are duly convened and held and any of the Required Corporation Securityholder Approvals is not obtained at the Meetings in accordance with the Interim Order provided that a Party

may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) [No Required Corporation Securityholder Approvals] if the failure to obtain any Required Securityholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(ii) No Required Purchaser Shareholder Approval. The Required Purchaser Shareholder Approval is not obtained provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) [No Required Purchaser Shareholder Approval] if the failure to obtain the Required Purchaser Shareholder Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(iii) Illegality. After the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins the Corporation or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) [Illegality] if the enactment, making, enforcement or amendment of such Law has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement, and provided that the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) [Illegality] has used its best efforts (or, in respect of the Regulatory Approvals, the efforts required by Section 4.5), to, as applicable, prevent, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(iv) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iv) [Occurrence of Outside Date] if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement.

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would cause any condition in Section 6.3(1) [Representations and Warranties of the Purchaser] or Section 6.3(2) [Performance of Covenants by the Purchaser] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3); provided that the Corporation is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Representations and Warranties of the Corporation] or Section 6.2(2) [Performance of Covenants by the Corporation] not to be satisfied;

(ii) Superior Proposal. Prior to the obtaining the Required Corporation Securityholder Approvals, the Board authorizes the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal, provided that the Corporation is then in compliance with Article 5 and that prior to or concurrent with such termination the Corporation pays the Termination Fee in accordance with Section 8.2; or

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(iii) Purchaser Material Adverse Effect. There has occurred a Purchaser Material Adverse Effect which is incapable of being cured on or prior to the Outside Date.

(d) the Purchaser if:

(i) Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under this Agreement occurs that would cause any condition in Section 6.2(1) [Representations and Warranties of the Corporation] or Section 6.2(2) [Performance of Covenants by the Corporation] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3); provided that the Purchaser is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Representations and Warranties of the Corporation] or Section 6.3(2) [Performance of Covenants by the Corporation] not to be satisfied;

(ii) Change in Recommendation or Superior Proposal. Prior to the obtaining of the Required Corporation Securityholder Approvals, (A) the Board or the Independent Committee fails to unanimously recommend or withdraws, amends, modifies or qualifies or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation or the Independent Committee Recommendation, as applicable, (B) the Board of the Independent Committee accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days, (C) the Board or the Independent Committee fails to publicly recommend or reaffirm by press release the Board Recommendation or Independent Committee Recommendation, as applicable, within five (5) Business Days after having been requested in writing by the Purchaser to do so (it being understood that, other than following the public announcement of an Acquisition Proposal, the Board will have no obligation to make such reaffirmation on more than two (2) separate occasions) (in each of the cases set forth in Clause (A), (B) or (C), a "Change in Recommendation"), (D) the Board or the Independent Committee accepts, approves, endorses, recommends or authorizes the Corporation to enter into a written agreement (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3) concerning a Superior Proposal or (E) the Corporation wilfully breaches Article 5 in any material respect; or

(iii) Corporation Material Adverse Effect. There has occurred a Corporation Material Adverse Effect which is incapable of being cured on or prior to the Outside Date.

(2) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Section 7.3 Effect of Termination/Survival.

(1) If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, Representative or consultant of such Party) to any other Party to this Agreement, except that: (a) if the Arrangement is completed, (A) Section 2.10 shall survive and (B) Section 4.11 shall survive for a period of six (6) years following such termination, and (b) in the event of any termination under Section 7.2, this Section 7.3, Section 2.10, Section 4.6(3), Section 4.7(4) and Section 8.2 through to and including Section 8.17 shall survive, and provided further that, subject to Section 8.3, no Party shall be relieved of any liability for

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any willful breach by it of this Agreement (which the Parties acknowledge and agree shall not be limited to reimbursement of expenses or out of pocket costs).

ARTICLE 8

GENERAL PROVISIONS

Section 8.1 Amendments.

(1) This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meetings but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Corporation Shareholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) waive any inaccuracy or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(c) waive compliance with or modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and
(d) waive compliance with or modify any mutual conditions contained in this Agreement.

(2) The Parties agree that, in the event the Purchaser is unable to obtain approval for the Pre-Closing Purchaser Share Reorganization in the form specifically contemplated by this Agreement, by Purchaser Shareholders required under the Purchaser Shareholder Agreement and applicable Law, the Corporation and the Purchaser shall amend this Agreement and the Plan of Arrangement, as applicable, to reflect such changes as are reasonably necessary to the structure of the Pre-Closing Purchaser Share Reorganization to facilitate the Required Purchaser Shareholder Approval, provided that the Corporation shall not be obligated to enter into any such amendment unless the changes to the structure of the Pre-Closing Purchaser Share Reorganization results in economic terms that are equivalent to or better for the Noteholders.

Section 8.2 Termination Fee.

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, if a Termination Fee Event occurs, the Corporation shall pay the Purchaser, as consideration for the disposition of the Purchaser's right to acquire the Corporation Shares and PIK Notes, the Termination Fee in accordance with Section 8.2(3).

(2) For the purposes of this Agreement, "Termination Fee" means a one-time fee in an amount equal to $5,000,000 and "Termination Fee Event" means the termination of this Agreement:

(a) by the Corporation, pursuant to Section 7.2(1)(c)(ii) [Superior Proposal];
(b) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Superior Proposal]; or
(c) (A) by the Corporation or the Purchaser pursuant to Section 7.2(1)(b)(i) [No Required Corporation Securityholder Approvals] or Section 7.2(1)(b)(iv) [Occurrence of Outside Date], or (B) by the Purchaser pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation] if, in either of the cases set forth in clause (A) or (B) of this paragraph:

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(i) following the date hereof and prior to such termination, a bona fide Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser or any of its affiliates) or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to make an Acquisition Proposal;

(ii) such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the Meetings; and

(iii) within twelve (12) months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Corporation and/or any of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3), in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within twelve (12) months after such termination).

For purposes of the foregoing, the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 1.1, except that references to "20% or more" shall be deemed to be references to "50% or more".

(3) The Termination Fee shall be paid by the Corporation to the Purchaser as follows, by wire transfer of immediately available funds to an account designated by Purchaser, if a Termination Fee Event occurs:

(a) due to a termination of this Agreement by the Corporation pursuant to Section 7.2(1)(c)(ii) [Superior Proposal], the Termination Fee shall be paid prior to or simultaneously with the occurrence of such Termination Fee Event;

(b) due to a termination of this Agreement by the Purchaser pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation or Superior Proposal], the Termination Fee shall be paid within two (2) Business Days following such Termination Fee Event; or

(c) in the circumstances set out in Section 8.2(2)(c) [Acquisition Proposal Tail], the Termination Fee shall be paid prior to or simultaneously with the consummation of the Acquisition Proposal referred to therein.

Section 8.3 Acknowledgement

(1) Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and out-of-pocket expenditures, which the Corporation or the Purchaser, as applicable, will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

(2) Notwithstanding anything to the contrary in this Agreement, except for an order of specific performance or other equitable relief as and to the extent permitted in accordance with Section 8.8 and except in the case of fraud, in the event the Termination Fee is paid to the Purchaser in circumstances for which such fee is payable, such payment of the Termination Fee shall be the sole and exclusive remedy of the Purchaser and any of its affiliates and any of its former, current or future directors, officers, employees,

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affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling persons, managers, members or agents against the Corporation and any of its affiliates and any of their respective former, current or future directors, officers, employees, affiliates, partners, general or limited partners, shareholders, stockholders, equity holders, controlling persons, managers, members or agents (collectively, the "Corporation Related Parties") for any loss suffered as a result of the failure of the Arrangement or the transactions contemplated hereby to be consummated or for a breach or failure to perform any obligations required to be performed under this Agreement or otherwise relating to or arising out of this Agreement or the Arrangement, and upon payment of such amount none of the Corporation Related Parties shall have any further liability or obligation relating to or arising out of this Agreement or the Arrangement, and the Purchaser shall not seek to obtain any recovery, judgment or damages of any kind, including consequential, indirect or punitive damages, against any Corporation Related Parties in connection with this Agreement or the transactions contemplated by this Agreement. In no event shall the Purchaser be entitled to collect the Termination Fee on more than one occasion.

Section 8.4 Expenses.

Except as otherwise specifically provided for in this Agreement, all out-of-pocket third party expenses incurred in connection with the Arrangement, this Agreement or the transactions contemplated hereby, including all costs, expenses and fees of the Corporation incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated. The Purchaser shall pay any filing or similar fee payable to a Governmental Entity plus applicable Taxes in connection with any Regulatory Approval.

Section 8.5 Notices.

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or email sent to and addressed:

(a) to the Purchaser at:

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attention: Matti Roto, Chief Executive Officer / Mikko Amper, Chief Legal Counsel
Email: [redacted – personal information]

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

Borden Ladner Gervais LLP
22 Adelaide Street West
Toronto, Ontario, M5H 4E3
Canada

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Attention: Tim McCormick / Joe Zed
Email: [redacted – personal information]

(b) to the Corporation at:

Optiva Inc.
2233 Argentia Road
Mississauga, Ontario, L5N 2X7
Canada

Attention: Robert Stabile, Chief Executive Officer
Email: [redacted – personal information]

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

Bennett Jones LLP
100 King Street West, Suite 3400
One First Canadian Place
Toronto, Ontario, M5X 1A4
Canada

Attention: Kristopher Hanc / Yohanna Laurensia
Email: [redacted – personal information]

Any notice or other communication is deemed to be given and received (a) 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 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (b) if sent by overnight courier, on the next Business Day, or (c) if sent by email, on the date such email was sent if it is a Business Day and such email was sent prior to 5:00 p.m. (local time in the place of receipt) and otherwise on the next Business Day (provided in the case of email that no "bounceback" or notice of non-delivery is received by the sender within thirty (30) minutes of the time of sending). A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication 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 or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.6 Time of the Essence.

Time is of the essence in this Agreement.

Section 8.7 Further Assurances.

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may, either before or after the Effective Time, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

Section 8.8 Specific Performance.

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in

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accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive relief, specific performance and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such relief, this, being in addition to any other remedy to which the Parties may be entitled at Law or in equity. None of the Parties shall object to the granting of injunctive relief, specific performance or other equitable relief on the basis that there exists an adequate remedy at law.

Section 8.9 Third Party Beneficiaries.

(1) Except as provided in Section 2.4(6) and Section 4.11 and which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.9 as the "Third Party Beneficiaries"), the Corporation and the Purchaser intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any Proceeding.

(2) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Section 2.4(6) and Section 4.11, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his, her or their heirs and legal representatives, and the Corporation confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third-Party Beneficiary.

Section 8.10 Waiver.

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

Section 8.11 Entire Agreement.

This Agreement, together with the Confidentiality Agreement, the Corporation Disclosure Letter and the Purchaser Disclosure Letter, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement.

Section 8.12 Successors and Assigns.

(1) This Agreement becomes effective only when executed by the Corporation and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Corporation, the Purchaser and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

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Section 8.13 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

Section 8.14 Governing Law.

(1) This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

(2) Each Party irrevocably attorns and submits to the exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any Proceeding in such court or that such court provides an inconvenient forum.

Section 8.15 Rules of Construction.

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

Section 8.16 No Liability.

No director or officer of the Purchaser or any of its affiliates shall have any personal liability whatsoever to the Corporation under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Purchaser. No director or officer of the Corporation or any of its Subsidiaries shall have any personal liability whatsoever to the Purchaser under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of the Corporation or any of its Subsidiaries.

Section 8.17 Counterparts.

This Agreement may be executed in any number of counterparts (including counterparts by email) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed PDF or similar executed electronic copy of this Agreement, and such PDF or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

OPTIVA INC.

By: "Robert Stabile"
Name: Robert Stabile
Title: Chief Executive Officer

QVANTEL OY

By: "Matti Roto"
Name: Matti Roto
Title: Chairman and CEO

Signature Page to Arrangement Agreement

SCHEDULE A
PLAN OF ARRANGEMENT

See attached.

A-1

SCHEDULE A
FORM OF PLAN OF ARRANGEMENT
PLAN OF ARRANGEMENT
UNDER SECTION 192 OF THE
CANADA BUSINESS CORPORATIONS ACT
IN RESPECT OF
OPTIVA INC.
ARTICLE 1
INTERPRETATION

1.1 Definitions

Unless otherwise indicated, whenever used in this Plan of Arrangement, capitalized terms used but not otherwise defined shall have the respective meanings specified in the Arrangement Agreement and the following words and terms have the meanings set out below:

“affiliate” has the meaning given to it in NI 45-106;

“Amalco” has the meaning set forth in Section 3.1(g);

“Amalgamation” has the meaning set forth in Section 3.1(g);

“Arrangement” means the arrangement of the Corporation under Section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Interim Order or Final Order with the consent of the Corporation and Purchaser, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated September 26, 2025, between the Corporation and Purchaser, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof prior to the Effective Time, providing for, among other things, the Arrangement;

“Business Day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Helsinki, Finland;

“CBCA” means the Canada Business Corporations Act;

“Certificate of Arrangement” means the certificate giving effect to the Arrangement issued by the Director pursuant to subsection 192(7) of the CBCA;

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"Corporation" means Optiva Inc, a corporation existing under the CBCA;

"Corporation Closing Cash Surplus" has the meaning ascribed to such term in the Arrangement Agreement;

"Corporation DSUs" means the Corporation Omnibus Plan DSUs and the Corporation Legacy DSUs;

"Corporation Incentive Securities" means, collectively, the Corporation Legacy DSUs, the Corporation Legacy Options, the Corporation Legacy PSUs, the Corporation Omnibus Plan DSUs, the Corporation Omnibus Plan Options, the Corporation Omnibus Plan RSUs and the Corporation Omnibus Plan Share Units;

"Corporation Legacy DSUs" means the deferred share units of the Corporation issued pursuant to the Corporation Legacy DSU Plan;

"Corporation Legacy DSU Plan" means the legacy deferred share unit plan of the Corporation dated August 11, 2010;

"Corporation Legacy Options" means the stock options of the Corporation issued pursuant to the Corporation Legacy Option Plan;

"Corporation Legacy Option Plan" means the legacy stock option plan of the Corporation, as amended and restated effective March 29, 2017;

"Corporation Legacy PSUs" means, if any, the performance share units of the Corporation issued pursuant to the Corporation Legacy Share Unit Plan;

"Corporation Legacy RSUs" means, if any, the restricted share units of the Corporation issued pursuant to the Corporation Legacy Share Unit Plan;

"Corporation Legacy Share Unit Plan" means the legacy share unit plan of the Corporation, as amended and restated effective March 5, 2019;

"Corporation Non-Voting Shares" means the Class A common shares in the capital of the Corporation to be created in accordance with this Plan of Arrangement, which shall have attached thereto the right to dividends as and when declared by the board of directors of the Corporation and the right to participate in the remaining assets of the Corporation upon a winding-up of the Corporation, all as more specifically set out in Schedule "A" to this Plan of Arrangement;

"Corporation Omnibus Plan" means the omnibus share incentive plan of the Corporation effective June 22, 2021 and renewed effective as of June 25, 2024;

"Corporation Omnibus Plan DSUs" means the deferred share units of the Corporation issued pursuant to the Corporation Omnibus Plan;

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"Corporation Omnibus Plan Options" means the stock options of the Corporation issued pursuant to the Corporation Omnibus Plan;

"Corporation Omnibus Plan RSU" means, if any, the restricted share units of the Corporation issued pursuant to the Corporation Omnibus Plan;

"Corporation Omnibus Plan Share Units" means, if any, the share units of the Corporation issued pursuant to the Corporation Omnibus Plan;

"Corporation Options" means the Corporation Omnibus Plan Options and the Corporation Legacy Options;

"Corporation Securityholders" means, collectively, the Corporation Shareholders, the Noteholders and the holders of Corporation Incentive Securities;

"Corporation Shareholders" means the registered and/or beneficial holders of the Corporation Shares, as the context requires;

"Corporation Shareholder Consideration" means the consideration to be received by Corporation Shareholders for the Corporation Shares outstanding immediately prior to the Effective Time (other than Dissenting Shares) in accordance with Section 3.1(k), consisting of C$0.25 in cash for each Corporation Share;

"Corporation Shares" means the common shares in the share capital of the Corporation;

"Court" means the Ontario Superior Court of Justice (Commercial List);

"Depository" means Computershare Trust Company of Canada, in its capacity as depository for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depository for the Arrangement;

"Director" means the Director appointed pursuant to Section 260 of the CBCA;

"Dissenting Shareholder" means a registered Corporation Shareholder as at the record date of the Corporation Shareholder Meeting who has validly exercised Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of Corporation Shares in respect of which Dissent Rights are validly exercised by such Corporation Shareholder;

"Dissent Rights" has the meaning set forth in Section 4.1(a);

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"Dissent Shares" means Corporation Shares held by a Dissenting Shareholder and in respect of which the Dissenting Shareholder has validly exercised Dissent Rights;

"DRS Advice" means a direct registration system advice;

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;

"Effective Time" means 12:01 a.m. (Eastern time) on the Effective Date or such other time as agreed to by the Corporation and the Purchaser, in writing prior to the Effective Date;

"Final Order" means the final order of the Court pursuant to Section 192 of the CBCA, in form and substance acceptable to the Corporation and the Purchaser, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, approving the Arrangement, as such order may be amended, modified, supplemented or varied by the Court (with the consent of the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended on appeal (provided that any such affirmation, amendment, modification, supplement or variation is acceptable to the Corporation and the Purchaser, each acting reasonably);

"Final Proscription Date" has the meaning set forth in Section 5.5;

"Governmental Entity" means (a) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, corporation, board, bureau, commissioner, minister, cabinet, governor in council, ministry, agency or instrumentality, domestic or foreign; (b) any subdivision, agent, commission, board or authority of any of the foregoing; (c) any quasi-governmental or private body including any arbitrators, tribunal, commission, regulator, regulatory agency, rule or regulation-making entity or self-regulatory organization exercising any legislative, judicial, administrative, regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) any Securities Authority or stock exchange;

"Intercompany Debt" means any debt owing by Optiva Canada to New Cancer Sub and any debt owing by New Cancer Sub to Optiva Canada;

"Interim Order" means the interim order of the Court pursuant to Section 192 of the CBCA, providing for, among other things, the calling and holding of the Meetings, as the same may be amended, affirmed, modified, supplemented or varied by the Court with the consent of the Corporation and the Purchaser, each acting reasonably;

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"Law" means, with respect to any Person, any and all applicable national, federal, provincial, state, municipal or local law (statutory, common, civil or otherwise), constitution, treaty, statutes, orders in council, convention, ordinance, code, rule, regulation, by laws, order, injunction, judgment, award, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law or are binding on or affecting the Person to which they purport to apply, policies, guidelines, bulletins and enforcement advisories, standards, notices and protocols of any Governmental Entity, as amended;

"Letter of Transmittal" means the letters of transmittal for use by Corporation Shareholders and Noteholders with respect to the Arrangement, which shall be mailed to Corporation Shareholders and Noteholders;

"Liens" means any mortgage, charge, pledge, hypothec, security interest, international interest, prior claim, encroachments, option, right of first refusal or first offer, occupancy right, covenant, assignment, lien (statutory or otherwise), defect of title, or restriction or adverse right or claim, or other third party interest or encumbrance of any kind, in each case, whether contingent or absolute;

"Meetings" means the Corporation Shareholder Meeting and the Noteholder Meeting;

"New Canco Sub" means [●], a wholly-owned Subsidiary of the Corporation existing under the CBCA;

"New Note Indenture" means the indenture governing the New Notes to be entered into at the Effective Date, as further defined in the Arrangement Agreement;

"New Notes" means the senior secured notes to be issued by the Purchaser to the Noteholders, in the aggregate principal amount of US$25 million subject to adjustment in accordance with Section 4.13 of the Arrangement Agreement, in accordance with this Plan of Arrangement and pursuant to the terms and conditions of the New Note Indenture;

"NI 45-106" means National Instrument 45-106 - Prospectus Exemptions;

"Noteholder" means, (a) up to the time of issuance of the Corporation Non-Voting Shares in accordance with Section 3.1(i), holders of the PIK Notes; (b) from and following the issuance of the Corporation Non-Voting Shares in accordance with Section 3.1(i) and up to the time of the issuance of the Corporation Shares in accordance with Section 3.1(j), beneficial holders of the Corporation Non-Voting Shares; (c) from and following the issuance of the Corporation Shares in accordance with Section 3.1(j) and up to the time of the issuance of the New Notes in accordance with Section 3.1(l), beneficial holders of the Corporation Shares

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issued under Section 3.1(j); and (d) from and following the time of issuance of the New Notes in accordance with Section 3.1(l), beneficial holders of the New Notes;

"Noteholder Closing Cash Consideration" means the cash consideration, if any, to be received by Noteholders from the Corporation in accordance with Section 3.1(i), being equal to: (a) in aggregate, the Corporation Closing Cash Surplus; and (b) for each Noteholder, such Noteholder's pro rata portion of the aggregate Corporation Closing Cash Surplus, based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time (rounded to the nearest cent);

"Noteholder Deferred Cash Consideration" has the meaning ascribed to such term in the Arrangement Agreement;

"Noteholder Meeting" means the special meeting of the Noteholders, including any adjournment or postponement of such meeting in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order;

"Noteholder Share Consideration" means the common share consideration to be received by Noteholders in accordance with this Plan of Arrangement, resulting from a ratio of 102.236 Purchaser Class A Shares (post Pre-Closing Purchaser Share Reorganization) (rounded to the nearest whole Purchaser Class A Share) for each US$1,000 principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time, and being in the aggregate such number of Purchaser Class A Shares representing 22.4% of the Purchaser Class A Shares issued and outstanding immediately following the completion of the Arrangement (for greater certainty, on a non-diluted basis, assuming no exercise of the Noteholder Warrants or any other convertible security of the Purchaser);

"Noteholder Warrants" means the warrants to purchase, in the aggregate, such number of Purchaser Class A Shares as is equal to 3% of the Purchaser Class A Shares issued and outstanding immediately following the completion of the Arrangement, with the following terms: (a) an exercise price of [redacted - commercially sensitive information] per Purchaser Class A Share, (b) a term of four years and ten months, (c) subject to restrictions on transfer, and if not already a party, becoming a party to the New Shareholder Agreement upon exercise, and (d) such other customary terms and conditions, including with respect to anti-dilution, as are otherwise mutually agreed by the Corporation and the Purchaser, each acting reasonably, prior to the Effective Time;

"Optiva Canada" means Optiva Canada Inc., a wholly-owned Subsidiary of the Purchaser existing under the CBCA;

"OSC" means the Ontario Securities Commission;

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative,

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government (including Governmental Entity), syndicate or other entity, whether or not having legal status;

"PIK Notes" means the Corporation's 9.75% secured payment-in-kind toggle debentures due July 20, 2025 issued pursuant to the PIK Note Indenture, in the aggregate principal amount of US$108,574,631 as of the date hereof plus all accrued interest thereon;

"PIK Note Indenture" means the Corporation's senior secured notes indenture dated as of July 20, 2020, by and among, the Corporation, certain Subsidiaries of the Corporation, and Computershare Trust Company of Canada as the trustee, as supplemented from time to time;

"Plan of Arrangement" means this plan of arrangement and any amendments or variations hereto made in accordance with Section 8.1 of the Arrangement Agreement and this plan of arrangement or upon the direction of the Court in the Final Order with the consent of the Corporation and the Purchaser, each acting reasonably;

"Pre-Closing Purchaser Share Reorganization" has the meaning set out in the Arrangement Agreement;

"Purchaser" means Qvantel Oy, a company incorporated under the laws of Finland;

"Purchaser Class A Shares" means, the Class A shares in the capital of the Purchaser.

"Receivables Note" means the promissory note issued by Optiva Canada and held, immediately prior to the Effective Time, by the Corporation, representing a promise to pay the holders thereof an amount equal to the Noteholder Deferred Cash Consideration, if any;

"Securities Authorities" means the OSC and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada;

"Shareholder Arrangement Resolution" means the special resolution of the Corporation Shareholders approving the Arrangement which is to be considered at the Corporation Shareholder Meeting, substantially in the form of Schedule B to the Arrangement Agreement;

"Subsidiary" has the meaning specified in NI 45-106, and for the purposes of this Agreement, "control" shall also include the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of any Person, whether through ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person;

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"Tax Act" means the Income Tax Act (Canada); and

"TSX" means the Toronto Stock Exchange.

1.2 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, subsections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement. Unless the contrary intention appears, references in this Plan of Arrangement to an Article, Section, subsection or paragraph by number or letter or both refer to the Article, Section, subsection or paragraph, respectively, bearing that designation in this Plan of Arrangement.

1.3 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender shall include all genders.

1.4 Date for any Action

If the date on which any action is required to be taken hereunder is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

1.5 Currency

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada. As used herein, "C$" refers to Canadian dollars, and "US$" refers to United States dollars.

1.6 Statutes

Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

ARTICLE 2

EFFECT OF ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to and subject to the provisions of and forms a part of the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

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2.2 Preliminary Steps Prior to the Arrangement

Prior to the Effective Time, the Corporation and the Purchaser shall have taken all necessary steps to cause, and shall have caused:

(a) Optiva Canada to be continued under the CBCA;

(b) the PIK Notes to be removed from CDS Clearing and Depository Services Inc. and the interests of Noteholders in the PIK Notes to be evidenced by physical certificates or DRS Advices representing registered ownership in the PIK Notes;

(d) the shares of New Canco Sub to be assigned and transferred to Optiva Canada; and

(e) the Pre-Closing Purchaser Share Reorganization to be effected.

2.3 Binding Effect

At the Effective Time, this Plan of Arrangement and the Arrangement shall become effective and be binding upon the Corporation, Optiva Canada, New Canco Sub, the Purchaser, the Depositary, and all registered and beneficial Corporation Securityholders, including Dissenting Shareholders.

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur consecutively in the following order in five-minute increments, except where noted, without any further authorization, act or formality:

(a) Notwithstanding the terms of the Shareholder Rights Plan, the Shareholder Rights Plan shall be terminated and all SRP Rights shall be cancelled without any payment in respect thereof.

(b) each holder of a Corporation DSU shall resign from, and shall be deemed to have immediately resigned from, the board of directors of the Corporation and of any affiliate of the Corporation;

(c) notwithstanding the terms of any Corporation Incentive Plan or any applicable award agreements in relation thereto, each Corporation Option that is outstanding immediately prior to the Effective Time (whether vested or unvested), that has not, prior to the Effective Time, been exercised or surrendered in accordance with its terms, shall be, without any further action by or on behalf of a holder of such Corporation Option or the Corporation, immediately cancelled without any payment by the Corporation in respect thereof and:

(i) the holders of the Corporation Options shall cease to be holders thereof and to have any rights as holders of the Corporation Options;

(ii) such holders’ names shall be deemed to be removed from the register of Corporation Options maintained by or on behalf of the Corporation; and

(iii) all agreements relating to the Corporation Options shall be terminated and shall be of no further force and effect;

(d) notwithstanding the terms of any Corporation Incentive Plan or any applicable award agreements in relation thereto, concurrently with the step described in Section 3.1(c), each Corporation DSU that is outstanding immediately prior to the Effective Time, shall be, without any further action by or on behalf of a holder of such Corporation DSU or the Corporation, deemed to be assigned and transferred by the holder thereof to the Corporation in exchange for a cash payment from the Corporation equal to C$0.25, subject to any withholding required by applicable Law and each such Corporation DSU shall be immediately cancelled and:

(i) the holders of the Corporation DSUs shall cease to be holders thereof and to have any rights as holders of the Corporation DSUs, other than the right to receive the consideration to which they are entitled under this Section 3.1(d);

(ii) such holders’ names shall be deemed to be removed from the register of Corporation DSUs maintained by or on behalf of the Corporation; and

(iii) all agreements relating to the Corporation DSUs shall be terminated and shall be of no further force and effect;

(e) the Corporation Incentive Plans shall terminate and be of no further force and effect;

(f) each Dissent Share shall be, without any further action by or on behalf of the Dissenting Shareholder, deemed to have been transferred to the Purchaser and the Purchaser shall thereupon be obliged to pay the amount determined in accordance with Section 4.1, and:

(i) the Dissenting Shareholders shall cease to have any rights as a Corporation Shareholder in respect of the Dissent Shares, other than the right to receive the fair value of its Dissent Shares in accordance with Section 4.1;

(ii) the names of the Dissenting Shareholders shall be deemed to be removed from the register of Corporation Shares maintained by or on behalf of the Corporation; and

(iii) the Purchaser shall be recorded on the register of holders of Corporation Shares maintained by or on behalf of the Corporation and shall be deemed to be the legal and beneficial holder of such Corporation Shares;

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(g) New Canco Sub and Optiva Canada shall amalgamate (the “Amalgamation”) to form one corporation (“Amalco”) with the same effect as if they had amalgamated pursuant to Sections 181 and 184(1) of the CBCA, and a certificate of amalgamation has been issued under the CBCA, and shall thereafter continue as one corporation in accordance with the following:

(i) Name: The name of Amalco shall be “Optiva Canada Inc.”;

(ii) Registered Office: The registered office of Amalco shall be the registered office of Optiva Canada immediately prior to the Amalgamation;

(iii) Restrictions on Business: None;

(iv) Share Provisions: The share provisions and authorized share capital of Amalco shall be the same as the share provisions and authorized share capital of Optiva Canada;

(v) Other Provisions: The other provisions forming part of the articles of Amalco shall be the same as the respective provision of the articles of Optiva Canada as such existed immediately prior to the Amalgamation;

(vi) By-Laws: The by-laws of Amalco shall be the by-laws of Optiva Canada in effect immediately prior to the Amalgamation.;

(vii) Directors and Officers:

(A) Minimum / Maximum Number of Directors: The number of directors of Amalco shall be between a minimum of one (1) director and a maximum of ten (10) directors.

(B) Initial Directors: The directors of Amalco shall be the same as the directors of Optiva Canada immediately prior to the Amalgamation; and

(C) Initial Officers: The officers of Amalco shall be the same as the officers of Optiva Canada immediately prior to the Amalgamation;

(viii) Shares:

(A) each issued and outstanding share in the capital of New Canco Sub shall be cancelled without any repayment of capital; and

(B) no shares shall be issued by Amalco in connection with the Amalgamation, and the issued and outstanding shares in the capital of Optiva Canada shall survive and continue to be shares of Amalco without amendment;

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(ix) Stated Capital: The stated capital of Amalco shall be the stated capital of Optiva Canada immediately prior to the Amalgamation;

(x) Effect of the Amalgamation: The following shall be the effect of the Amalgamation:

(A) New Canco Sub and Optiva Canada shall cease to exist as entities separate from Amalco;

(B) the amalgamation of New Canco Sub and Optiva Canada and their continuance as one corporation becomes effective;

(C) the property of each of New Canco Sub and Optiva Canada (other than Intercompany Debt which shall be settled and cancelled without any payment thereon), and the shares of New Canco Sub owned by Optiva Canada which shall be cancelled as provided in Section 3.1(g)(viii)(A)) continues to be the property of the amalgamated corporation;

(D) Amalco continues to be liable for the obligations of each of New Canco Sub and Optiva Canada (other than the Intercompany Debt which shall be settled and cancelled without any payment thereon);

(E) an existing cause of action, claim or liability to prosecution of New Canco Sub or Optiva Canada is unaffected;

(F) a civil, criminal or administrative action or proceeding pending by or against New Canco Sub or Optiva Canada may be continued to be prosecuted by or against Amalco;

(G) a conviction against, or ruling, order or judgment in favour of or against, New Canco Sub or Optiva Canada may be enforced by or against Amalco; and

(H) the Articles of Arrangement are deemed to be the articles of amalgamation of Amalco and the Certificate of Arrangement is deemed to be the certificate of amalgamation of Amalco;

(h) the authorized share capital of the Corporation shall be, and shall be deemed to be, amended by the creation of the Corporation Non-Voting Shares, the terms of which are more particularly described in Schedule “A” to this Plan of Arrangement, of which an unlimited number of shares may be issued, and the articles of the Corporation shall be deemed to be amended accordingly;

(i) each PIK Note that is outstanding immediately prior to the Effective Time shall be, without any further action by or on behalf of the Noteholders, deemed to be exchanged by the Noteholders for the following consideration which shall be (and

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shall be deemed to be) issued, assigned and/or paid by the Corporation in settlement of the PIK Notes:

(i) the Noteholder Closing Cash Consideration, subject to any amounts withheld in accordance with Section 5.3;

(ii) in the aggregate, the Receivables Note, and for each Noteholder, such Noteholder’s pro rata right to any amounts payable under the Receivables Note, based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time (rounded to the nearest cent); and

(iii) in the aggregate, such number of Corporation Non-Voting Shares as is equal to the quotient of (A) (the aggregate fair value of the PIK Notes, less the Noteholder Closing Cash Consideration and fair value of the Receivables Note), divided by (B) the fair value of a Corporation Share at such time (rounded to the nearest whole Corporation Non-Voting Share), allocated to each Noteholder based on such Noteholder’s pro rata portion of the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time;

and:

(iv) the Noteholders shall cease to be the holders of the PIK Notes and to have any rights as holders of the PIK Notes and under the PIK Note Indenture, other than the right to receive the Noteholder Closing Cash Consideration, the Noteholder Deferred Cash Consideration, if any, pursuant to the Receivables Note, and the Corporation Non-Voting Shares issued in accordance with this Section 3.1(i);

(v) the names of the Noteholders shall be deemed to be removed from the register of holders of PIK Notes maintained by or on behalf of the Corporation;

(vi) the PIK Notes shall be deemed to be cancelled;

(vii) the PIK Note Indenture shall be terminated and shall be of no further force and effect, and the Corporation shall have no further obligations thereunder;

(viii) all amounts paid by the Corporation hereunder on account of the settlement of the PIK Notes (including, for greater certainty, any securities delivered hereunder) shall be applied first in respect of the principal amount of the PIK Notes, and second in respect of the accrued but unpaid interest on the PIK Notes;

(ix) each Noteholder shall be deemed to be the holder of the Corporation Non-Voting Shares received in exchange for their PIK Notes and shall be

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recorded on the register of holders of Corporation Non-Voting Shares maintained by or on behalf of the Corporation; and

(x) the stated capital of the Corporation Non-Voting Shares shall be increased by the excess of the fair value of the PIK Notes outstanding immediately prior to the Effective Time over the aggregate fair value of the Noteholder Closing Cash Consideration and Receivables Note;

(j) each outstanding Corporation Non-Voting Share shall be, and shall be deemed to be, transferred to the Corporation in exchange for the issuance by the Corporation of one (1) Corporation Share, and such Corporation Non-Voting Shares shall thereupon be cancelled, and:

(i) the Noteholders shall cease to be the holders of the Corporation Non-Voting Shares and to have any rights as holders of the Corporation Non-Voting Shares;

(ii) the names of the Noteholders shall be deemed to be removed from the register of holders of Corporation Non-Voting Shares maintained by or on behalf of the Corporation;

(iii) each Noteholder shall be deemed to be the holder of the Corporation Shares received in exchange for their Corporation Non-Voting Shares and shall be recorded on the register of holders of Corporation Shares maintained by or on behalf of the Corporation; and

(iv) the stated capital of the Corporation Non-Voting Shares shall be reduced to nil, and the stated capital of the Corporation Shares shall be increased by an amount equal to the stated capital of the Corporation Non-Voting Shares immediately prior to the exchange;

(k) each outstanding Corporation Share, other than Dissent Shares transferred to the Purchaser pursuant to Section 3.1(f) and the Corporation Shares issued to the Noteholders pursuant to Section 3.1(j), shall be, without any further action by or on behalf of the holders of such Corporation Shares, transferred by such Corporation Shareholders to the Purchaser, in exchange for the Corporation Shareholder Consideration and:

(i) such Corporation Shareholders shall cease to have any rights as a Corporation Shareholder in respect of such Corporation Shares, other than the right to receive the Corporation Shareholder Consideration in accordance with this Section 3.1(k);

(ii) such Corporation Shareholders shall be deemed to be removed from the register of Corporation Shares maintained by or on behalf of the Corporation in respect of such Corporation Shares; and

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(l) all remaining Corporation Shares, being the Corporation Shares issued to the Noteholders pursuant to Section 3.1(j), shall be, without any further action by or on behalf of the Noteholders, transferred by the Noteholders to the Purchaser in exchange for:

(i) the New Notes, allocated to each Noteholder on a pro rata basis, based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time;

(ii) the Noteholder Share Consideration; and

(iii) the Noteholder Warrants, allocated to each Noteholder on a pro rata basis, based on the aggregate principal amount of PIK Notes held by such Noteholder immediately prior to the Effective Time;

and:

(iv) the Noteholders shall cease to have any rights as a holder of the Corporation Shares, other than the right to receive the New Notes, the Noteholder Share Consideration and Noteholder Warrants issued in accordance with this Section 3.1(l);

(v) the Noteholders shall be deemed to be removed from the register of Corporation Shares maintained by or on behalf of the Corporation;

(vi) the Noteholders shall be recorded on the register of holders of the New Notes, Purchaser Class A Shares and Noteholder Warrants maintained by or on behalf of the Purchaser;

(vii) the Purchaser shall be recorded on the register of holders of Corporation Shares maintained by or on behalf of the Corporation and shall be deemed to be the legal and beneficial holder of such Corporation Shares transferred in accordance with this Section 3.1(l);

(m) the Corporation Shares shall be (and shall be deemed to be) delisted from the TSX;

(n) the Corporation shall make (and shall be deemed to have made) an election in prescribed form to cease to be a “public corporation” under subsection 89(1) of the Tax Act; and

(o) the Corporation shall distribute, convey, assign and transfer to the Purchaser as the sole shareholder of the Corporation all right, title and interest in and to all of the Corporation’s assets, properties and undertakings of every nature or kind

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whatsoever in a distribution made in the course of the winding-up and dissolution of the Corporation within the meaning of subsection 88(2) of the Tax Act, and the Purchaser will assume all of the liabilities and obligations of every nature or kind whatsoever of the Corporation, and the Corporation shall be dissolved,

it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the Effective Date at times and in the sequence specified herein, notwithstanding that certain procedures and formalities related thereto may not be completed until after the Effective Date.

3.2 Fractional Shares and Cash

(a) In no event shall the aggregate number of Corporation Shares or Purchaser Class A Shares issuable to a Noteholder pursuant to Section 3.1 include a fraction of a share. To the extent that a fraction of a share would otherwise be issuable to a Noteholder, the number of shares to be received by such Noteholder shall be rounded to the nearest whole number and the Noteholder shall not receive any compensation in respect thereof.

(b) In any case where the total cash payable to a particular Corporation Securityholder under the Arrangement would, but for this provision, include a fraction of a cent, the consideration payable shall be rounded to the nearest whole cent.

ARTICLE 4

DISSENT RIGHTS

4.1 Dissent Rights

(a) In connection with the Arrangement, each registered Corporation Shareholder may exercise rights of dissent ("Dissent Rights") with respect to the Corporation Shares held by such Corporation Shareholder pursuant to Section 190 of the CBCA, as modified by the Interim Order, the Final Order and this Section 4.1(a); provided that, notwithstanding Part XV of the CBCA, the written objection to the Arrangement Resolution referred to in subsection 190(5) of the CBCA must be received by the Corporation not later than 5:00 p.m. (Eastern time) two Business Days immediately preceding the date of the Corporation Shareholder Meeting (as it may be adjourned or postponed from time to time), and provided that such written objection must otherwise comply with the requirements of the CBCA. Dissenting Shareholders who are:

(i) ultimately entitled to be paid by the Purchaser the fair value for their Dissent Shares (A) shall, in respect of such Dissent Shares, be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(e)); (B) shall be deemed to have transferred and assigned such Dissent Shares to the Purchaser in accordance with Section 3.1(f); (C) shall be entitled to be paid, less any amounts withheld pursuant to Section 5.3, the fair value of such Dissent Shares by the Purchaser, which fair value, notwithstanding anything to the contrary contained in the CBCA, shall be determined as of

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the close of business on the Business Day before the Shareholder Arrangement Resolution was adopted at the Corporation Shareholder Meeting; and (D) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Corporation Shares; or

(ii) ultimately not entitled, for any reason, to be paid by the Corporation the fair value for their Dissent Shares, shall be deemed to have participated in the Arrangement in respect of those Corporation Shares on the same basis as a non-dissenting Corporation Shareholder pursuant to Section 3.1(k), and shall be entitled to receive only the Corporation Shareholder Consideration contemplated by Section 3.1(k) that such Dissenting Shareholder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised their Dissent Rights.

(b) In no circumstances shall the Corporation, the Purchaser or any other Person be required to recognize a Person exercising Dissent Rights unless such Person (i) is the registered holder of those Corporation Shares as at the record date of the Corporation Shareholder Meeting in respect of which Dissent Rights are purported to be exercised, (ii) as of the deadline for exercising Dissent Rights, is the registered holder of those Corporation Shares in respect of which Dissent Rights are purported to be exercised, and (iii) has strictly complied with the procedures for exercising Dissent Rights and has not withdrawn such dissent prior to the Effective Time.

(c) In no circumstances shall the Corporation, the Purchaser or any other Person be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Corporation Shares or any interest therein (other than the rights set out in this Section 4.1) after the completion of the transfer pursuant to Section 3.1(f), and the names of such Dissenting Shareholders shall be deleted from the share register of the Corporation at the same time as the event described in Section 3.1(f) occurs.

(d) For greater certainty, in addition to any other restrictions in the Interim Order and under Section 190 of the CBCA, none of the following shall be entitled to exercise Dissent Rights: Corporation Shareholders who vote or have instructed a proxyholder to vote such Corporation Shares in favour of the Shareholder Arrangement Resolution (but only in respect of such Corporation Shares); holders of Corporation Incentive Securities; (iii) Noteholders; (iv) the Purchaser or any of its affiliates; and (v) any other Person who is not a registered holder of Corporation Shares as of the record date for the Corporation Shareholder Meeting.

ARTICLE 5

DELIVERY OF CONSIDERATION

5.1 Certificates and Payments

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(a) The Purchaser shall, following receipt of the Final Order and prior to the filing by the Corporation of the Articles of Arrangement with the Director, deposit or cause to be deposited into escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) no later than one (1) Business Day before the Effective Date,

(i) sufficient funds to satisfy the aggregate Corporation Shareholder Consideration payable in accordance with Section 3.1(k) of this Plan of Arrangement; and

(ii) the New Notes; the Noteholder Warrants; and the Noteholder Share Consideration, to be issuable in accordance with Section 3.1(l) of this Plan of Arrangement,

which funds and securities shall be held by the Depositary as agent and nominee for such former Corporation Shareholders and Noteholders, as applicable, for distribution to such former Corporation Shareholders and Noteholders, as applicable, in accordance with the provisions of this Article 5;

(b) The Corporation shall, following receipt of the Final Order and prior to the filing by the Corporation of the Articles of Arrangement with the Director, deposit or cause to be deposited into escrow with the Depositary (the terms and conditions of such escrow to be satisfactory to the Corporation and the Purchaser, each acting reasonably) no later than one (1) Business Day before the Effective Date:

(i) sufficient funds to satisfy the aggregate Noteholder Closing Cash Consideration payable to the Noteholders in accordance with Section 3.1(i) of this Plan of Arrangement, which funds shall be held by the Depositary as agent and nominee for such former Noteholders for distribution to such former Noteholders in accordance with the provisions of this Article 5; and

(ii) the Receivables Note, to be delivered in accordance with Section 3.1(i) of this Plan of Arrangement, which Receivables Note shall be held by the Depositary as agent and nominee for such former Noteholders until the deadline for payment of the Noteholder Deferred Cash Consideration (if any) in accordance with Section 4.13 of the Arrangement Agreement, and the Noteholder Deferred Cash Consideration (if any) evidenced by the Receivables Note shall be distributed to such former Noteholders in accordance with the provisions of this Article 5,

(c) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice (if any) which immediately prior to the Effective Time represented outstanding Corporation Shares (other than Dissent Shares) together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Corporation Shareholder of such surrendered certificate or DRS Advice, as applicable, shall be entitled to receive in exchange therefor from the Depositary, and the Depositary shall deliver to such

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Corporation Shareholder as soon as practicable after the Effective Time the Corporation Shareholder Consideration which such Corporation Shareholder has the right to receive under the Arrangement, less any amounts withheld pursuant to Section 5.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.

(d) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice (if any) which immediately prior to the Effective Time represented the PIK Notes, together with a duly completed and executed Letter of Transmittal and any such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to such Noteholder as soon as practicable after the Effective Time (i) the Noteholder Closing Cash Consideration which such Noteholder has the right to receive under the Arrangement, less any amounts withheld pursuant to Section 5.3, (ii) the pro rata portion of the New Notes, the Noteholder Share Consideration and the Noteholder Warrants such Noteholder has the right to receive under the Arrangement, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.

(e) After the Effective Time and until surrendered for cancellation as contemplated by Sections 5.1(c) and 5.1(d), each certificate or DRS Advice that immediately prior to the Effective Time represented one or more Corporation Shares (other than Dissent Shares) or PIK Notes shall be deemed at all times to represent only the right to receive from the Depositary, in exchange therefor the consideration that the holder of such certificate or DRS Advice is entitled to receive in accordance with Section 3.1, less any amounts withheld pursuant to Section 5.3.

(f) On or as soon as practicable after the Effective Date, the Corporation shall pay (or cause to be paid) the amounts, less any amounts withheld pursuant to Section 5.3, to be paid to the holders of Corporation DSUs, either (i) pursuant to normal payroll practices and procedures of the Corporation or Optiva Canada; or (ii) by cheque, wire or other form of immediately available funds (delivered to such holder of Corporation DSUs, as reflected on the register maintained by or on behalf of the Corporation in respect of the Corporation DSUs).

(g) No holder of Corporation Shares, PIK Notes or Corporation Incentive Securities shall be entitled to receive any consideration with respect to such securities other than the consideration which such holder is entitled to receive in accordance with Article 3 and this Section 5.1 and, for greater certainty, no holder will be entitled to receive any interest, dividends, premium or other payment or distribution in connection therewith.

5.2 Lost Certificates

In the event any certificate or DRS Advice which immediately prior to the Effective Time represented one or more outstanding Corporation Shares or PIK Notes, as applicable, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Corporation Shareholder or Noteholder claiming such certificate or DRS Advice to be lost,

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stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate or DRS Advice, the Corporation Shareholder Consideration or Noteholder Consideration, as applicable, that such Corporation Shareholder or Noteholder has the right to receive in accordance with Section 3.1 and such Corporation Shareholder’s or Noteholder’s Letter of Transmittal. When authorizing such payment of the Corporation Shareholder Consideration or Noteholder Consideration, as applicable, in exchange for any lost, stolen or destroyed certificate or DRS Advice, the Corporation Shareholder or Noteholder to whom such Corporation Shareholder Consideration or Noteholder Consideration is to be paid to shall as a condition precedent to the delivery thereof, give a bond satisfactory to the Purchaser and the Depositary, acting reasonably, in such sum as the Purchaser may direct, or otherwise indemnify the Purchaser in a manner satisfactory to the Purchaser, acting reasonably, against any claim that may be made against the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Withholding Rights

The Purchaser, the Corporation, any of their agents or affiliates and the Depositary, as applicable, shall be entitled to deduct and withhold, or direct any other Person to deduct and withhold on their behalf, from any amounts otherwise payable, issuable or otherwise deliverable to any Corporation Securityholders and/or any other Person under this Plan of Arrangement such amounts as are required or entitled to be deducted and withheld from such amounts under any provision of the Tax Act or any provision of any applicable Law. To the extent any such amounts are so deducted and withheld, such amounts shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect of which such deduction and withholding was made, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity. To the extent that the amount so required to be deducted or withheld from any amounts payable, issuable or otherwise deliverable to a Person under this Plan of Arrangement exceeds the amount of cash otherwise payable to such Person, the Corporation, the Purchaser, any of their agents or affiliates and the Depositary are hereby authorized to sell or otherwise dispose, or direct any other Person to sell or otherwise dispose, of such portion of the non-cash consideration or non-cash amounts payable, issuable or otherwise deliverable hereunder to such Person as is necessary to provide sufficient funds to the Corporation, the Purchaser, any of their agents or affiliates and the Depositary, as the case may be, to enable them to comply with such deduction or withholding requirement and the Corporation, the Purchaser, any of their agents or affiliates and the Depositary, as applicable, shall notify the relevant Person of such sale or other disposition and remit to such Person any unapplied balance of the net proceeds of such sale or other disposition (after deduction for the amounts required to satisfy the required withholding under this Plan of Arrangement in respect of such Person; reasonable commissions payable to the broker; and other reasonable costs and expenses).

5.4 Distributions with respect to Unsurrendered Share Certificates

No dividend or other distribution declared or made after the Effective Time with respect to Purchaser Class A Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the

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Effective Time, represented outstanding PIK Notes unless and until the holder of such certificate or DRS Advice shall have complied with the provisions of Section 5.1 or Section 5.2. Subject to applicable Law and to Section 5.3, at the time of such compliance, there shall, in addition to the delivery of the Noteholder Consideration to which such Noteholder is thereby entitled, be delivered to such Noteholder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Purchaser Class A Shares.

5.5 Limitation and Proscription

To the extent that a former Corporation Securityholder has not complied with the provisions of Section 5.1 or Section 5.2 on or before the date that is six years after the Effective Date (the "Final Proscription Date"), then the consideration that such former Corporation Securityholder was entitled to receive pursuant to this Plan of Arrangement shall be automatically cancelled without any repayment of capital in respect thereof and the consideration to which such former Corporation Securityholder was entitled, shall be delivered to the Purchaser by the Depositary and any Purchaser Class A Shares forming part of such consideration shall be deemed to be cancelled, and the interest of the former Corporation Securityholder in such Purchaser Class A Shares (and any dividend or other distribution referred to in Section 5.4) to which it was entitled shall be terminated as of such Final Proscription Date, and the certificates or DRS Advice (if any) formerly representing Corporation Shares or PIK Notes shall cease to represent a right or claim of any kind or nature as of such Final Proscription Date. Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the Final Proscription Date shall cease to represent a right or claim of any kind or nature and the right of any Corporation Securityholder to receive consideration pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser.

5.6 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

5.7 Paramountcy

From and after the Effective Time: this Plan of Arrangement shall take precedence and priority over any and all Corporation Shares and PIK Notes; the rights and obligations of the Corporation Securityholders (other than the Purchaser or any of its respective affiliates), and of the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary in relation thereto, shall be solely as provided for in this Plan of Arrangement and the Arrangement Agreement; and all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Corporation Shares, Corporation Incentive Securities and PIK Notes shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

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ARTICLE 6
AMENDMENTS

6.1 Amendments

(a) The Corporation and the Purchaser reserve the right to amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that any such amendment, modification or supplement must be agreed to in writing by each of the Corporation and the Purchaser and filed with the Court, and, if made following the Meetings, then: approved by the Court; and if the Court directs, approved by the Corporation Shareholders and Noteholders, as applicable, and communicated to the Corporation Securityholders if and as required by the Court, and in either case in the manner required by the Court.

(b) Subject to the provisions of the Interim Order, any amendment, modification or supplement to this Plan of Arrangement, if agreed to by the Corporation and the Purchaser, may be proposed by the Corporation and the Purchaser at any time prior to or at the Meetings, with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meetings shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meetings shall be effective only if it is agreed to in writing by each of the Corporation and the Purchaser and, if required by the Court, by some or all of the Corporation Shareholders and Noteholders, as applicable, voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made by the Corporation and the Purchaser without the approval of or communication to the Court or the Corporation Securityholders, provided that it concerns a matter which, in the reasonable opinion of the Corporation and the Purchaser is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Corporation Securityholders.

(e) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the Arrangement Agreement.

ARTICLE 7
FURTHER ASSURANCES

7.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds,

agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out in this Plan of Arrangement.

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SCHEDULE "A"

The Articles of the Corporation are amended to create the class of Class A Common Shares of the Corporation, of which an unlimited number are authorized to be issued, and the rights, privileges, restrictions and conditions attaching thereto as set out below.

After giving effect to the foregoing, the authorized capital of the Corporation shall consist of an unlimited number of Common Shares, an unlimited number of Class A Common Shares and an unlimited number of Preferred Shares issuable in series.

A. CLASS A COMMON SHARES

Voting Rights (Non-Voting)

The holders of the Class A Common Shares are not entitled to receive notice of, attend and/or vote at any meeting of shareholders of the Corporation (or written actions in lieu of meetings) and the Class A Common Shares carry no voting rights, except as otherwise provided in the Canada Business Corporations Act. Notwithstanding subsection 176(1) of the Canada Business Corporations Act, the holders of Class A Common Shares are not entitled to vote separately as a class or to dissent on any proposal to amend the articles of the Corporation to:

(a) increase or decrease any maximum number of authorized shares of such class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of such class;

(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class; or

Payment of Dividends

Subject to the prior rights of the holders of any other shares ranking senior to the Class A Common Shares, the holders of the Class A Common Shares shall be entitled to receive and the Corporation shall pay thereon, as and when declared by the board of directors of the Corporation out of moneys properly applicable to the payment of dividends, such dividends as the board of directors of the Corporation may from time to time declare, provided that the Corporation shall not declare any dividend (a) on the Common Shares without concurrently declaring an equivalent dividend (on a share for share basis) on the Class A Common Shares, or (b) on the Class A Common Shares without concurrently declaring an equivalent dividend (on a share for share basis) on the Common Shares.

Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, subject to the prior rights of the holders of any other shares ranking senior to the Class A Common Shares, the holders of the Class A Common Shares shall

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be entitled to receive, equally on a share for share basis with the holders of the Common Shares, the remaining property and assets of the Corporation.

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SCHEDULE B
SHAREHOLDER ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(1) The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") of Optiva Inc. (the "Corporation"), pursuant to the arrangement agreement (as it may from time to time be amended, modified or supplemented, the "Arrangement Agreement") between the Corporation and the Purchaser dated September 26, 2025, all as more particularly described and set forth in the management information circular of the Corporation dated [●], 2025 (the "Circular") accompanying this notice of meeting and as it may from time to time be amended, modified or supplemented in accordance with the Arrangement Agreement, is hereby authorized, approved and adopted.

(2) The plan of arrangement (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms, the "Plan of Arrangement"), the full text of which is set out as Appendix [●] to the Circular, is hereby authorized, approved and adopted.

(3) The (i) Arrangement Agreement and all transactions contemplated therein, (ii) actions of the directors of the Corporation in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, and causing the performance of the Corporation of its obligations thereunder, as well as the Corporation's application for an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court") are hereby ratified, authorized and approved.

(4) The Corporation is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered, at their discretion, without notice to or approval of the shareholders of the Corporation, (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

(6) Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver or cause to be executed and delivered, for filing with the Director under the CBCA, articles of arrangement and all such other documents and instruments as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement or any such other document or instrument.

(7) Any director or officer of the Corporation is hereby authorized and directed for and on behalf of the Corporation to execute and deliver or cause to be executed and delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

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(8) notwithstanding that this special resolution has been passed by the shareholders of the Corporation, the directors of the Corporation are hereby authorized and empowered to revoke this special resolution, without any further approval of the shareholders of the Corporation, at any time if such revocation is considered necessary or desirable by such directors.

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SCHEDULE C
NOTEHOLDER ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(3) The (i) Arrangement Agreement and all transactions contemplated therein, (ii) actions of the directors of the Corporation in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, and causing the performance by the Corporation of its obligations thereunder as well as the Corporation's application for an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court") are hereby ratified, authorized and approved.

(4) The Corporation is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement.

(5) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the noteholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered, at their discretion, without notice to or approval of the noteholders of the Corporation, (i) to amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby, and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and any related transactions.

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(8) Notwithstanding that this resolution has been passed by the noteholders of the Corporation, the directors of the Corporation are hereby authorized and empowered to revoke this resolution, without any further approval of the noteholders of the Corporation, at any time if such revocation is considered necessary or desirable by such directors.

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SCHEDULE D

REPRESENTATIONS AND WARRANTIES OF THE CORPORATION

(1) Organization and Qualification.

The Corporation and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, validly existing, and in good standing under the laws of the jurisdiction of its governing jurisdiction. The Corporation, and each of its Subsidiaries, has all requisite power and authority, is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary, and holds all material Authorizations required to carry on its business as now conducted and to own, lease and operate its assets and business.

(2) Corporate Authorization.

The Corporation has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Corporation and no other corporate proceedings on the part of the Corporation are necessary to authorize this Agreement, the consummation of the Arrangement and the other transactions contemplated hereby, other than the Required Corporation Securityholder Approvals, the Interim Order and the Final Order.

(3) Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Corporation, and constitutes a legal, valid and binding agreement of the Corporation, enforceable against it in accordance with its terms subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(4) Governmental Authorization.

The execution, delivery of this Agreement by the Corporation, and the performance of its and its Subsidiaries obligations hereunder and the consummation of the Arrangement and the other transactions contemplated hereby, do not require any Authorization or other action by or in respect of, or filing with or notification to, any Governmental Entity by the Corporation or any of its Subsidiaries other than (a) the Interim Order, (b) the Final Order, (c) filings with the Director under the CBCA (including the Articles of Arrangement), and (d) customary filings with the Securities Authorities and the TSX.

(5) No Conflict/ Non-Contravention.

The execution and delivery of this Agreement by the Corporation, and performance of its and its Subsidiaries' obligations hereunder and the consummation by the Corporation and its Subsidiaries of the Arrangement and the other transactions contemplated hereby do not and will not (or would not, with the giving of notice, the lapse of time or the happening of any other event or condition (or combination thereof)):

(a) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Corporation or any of its Subsidiaries;

(b) assuming receipt of the matters referred to in Paragraph (4) above, conflict with or result in a violation or breach of Law;

(c) except as set out in Section 3.1(5)(c) of the Corporation Disclosure Letter, allow any Person to exercise any rights, require any consent or notice to or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Corporation or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Corporation Material Contract or any Authorization of the Corporation or any of its Subsidiaries; or

(d) result in the creation or imposition of any Lien upon any of the Corporation Assets,

except, in the case of each of clauses (b) to (d), as would not be reasonable expected to, individually or in the aggregate, (x) have a Corporation Material Adverse Effect or (y) prevent or materially impede the ability of the Corporation to consummate the Arrangement and other transactions contemplated by this Agreement and the agreements and other documents to be entered into by the Corporation hereunder.

(6) Capitalization.

(a) The authorized capital of the Corporation consists of (i) an unlimited number of Corporation Shares, of which 6,226,043 Corporation Shares were issued and outstanding as of the date of this Agreement and (ii) an unlimited number of preferred shares, issuable in series, of which none were issued and outstanding as of the date of this Agreement.

(b) As of the date hereof, there are 260,478 deferred share units issued and outstanding (of which 18,424 were issued pursuant to the Corporation Legacy DSU Plan and 242,054 were issued pursuant to the Corporation Omnibus Plan) and 100,000 options issued and outstanding which are governed under the Corporation Legacy Option Plan, representing upon settlement, a maximum of 260,478 and 100,000 Corporation Shares, respectively. Except for such Corporation Incentive Securities and the Shareholder Rights Plan and SRP Rights, there are no rights that are linked in any way to the price of any securities of, or to the value of or of any part of, or to any dividends or distributions paid on any securities of, the Corporation or any of its Subsidiaries and there are no options, convertible securities or other rights, Contracts, plans (including any shareholder rights plan or poison pill), arrangements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring, or which may require, whether or not subject to conditions, the issuance, sale or transfer by the Corporation or any of its Subsidiaries of any securities of the Corporation or any of its Subsidiaries (including Corporation Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of the Corporation or any of its Subsidiaries. There are no accrued or unpaid dividends or dividend equivalent rights with respect to any Corporation Incentive Securities. The treatment of the Corporation Incentive Securities under this Agreement complies in all material respects with (i) applicable Law and (ii) with the terms of the Corporation Incentive Plans.

(c) All of the issued and outstanding Corporation Shares have been validly issued as fully paid and non-assessable. No Corporation Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them.

(d) All outstanding Corporation Shares and Corporation Incentive Securities have been duly authorized by the Board (or a duly authorized committee thereof) and have been issued or granted in accordance with, to the extent applicable, (i) all applicable Laws (including Securities Laws) and (ii) the Corporation Incentive Plans.

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(e) There are no outstanding contractual or other obligations of the Corporation or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Corporation's or any Subsidiary's securities, or qualify securities for public distribution in Canada, the United States or elsewhere. Other than the Corporation Shares, there are no securities or other instruments or obligations of the Corporation or of any of its Subsidiaries that carry (or which is convertible into, or exchangeable for, securities having) the right to vote generally with the Corporation Shareholders on any matter.

(f) Since January 1, 2025, there has been no dividend or distribution of any kind declared, paid or made by the Corporation on the Corporation Shares.

(g) Section 3.1(6)(g) of the Corporation Disclosure Letter contains a complete and accurate list of all Corporation Incentive Securities issued and outstanding as of the date hereof, including, with respect to each such Corporation Incentive Security, the name of the holder, the date of grant, the number of Corporation Incentive Securities, at the time of grant (as adjusted to reflect all dividends and other adjustments) and the vesting schedule.

(7) Shareholders' and Similar Agreements.

None of the Corporation or any of its Subsidiaries is a party or subject to, or affected by, any unanimous shareholders agreement, shareholder agreement, pooling, voting, or other similar arrangement or understanding relating to the ownership or voting of any securities of the Corporation or any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Corporation or any of its Subsidiaries. To the knowledge of the Corporation, other than the Support and Voting Agreements, there are no irrevocable proxies or voting Contracts with respect to any securities issued by the Corporation or any of its Subsidiaries.

(8) Subsidiaries.

(a) A true and complete list of all Subsidiaries of the Corporation is set out in Section 3.1(8)(a) of the Corporation Disclosure Letter, including: (i) its name, (ii) the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of securities, and (iii) its governing jurisdiction.

(b) No Subsidiary is in violation of its Constating Documents.

(c) Other than the Subsidiaries set out in Section 3.1(8)(c) of the Corporation Disclosure Letter, the Corporation has no direct or indirect Subsidiaries nor does it own any direct or indirect equity or voting interest of any kind in any Person.

(d) The Corporation directly or indirectly owns all of the issued and outstanding shares and other interests (including partnership interests, however divided) of each of its Subsidiaries, free and clear of any Liens (other than the Corporation Permitted Liens), and all of the issued and outstanding shares or interests directly or indirectly owned by the Corporation have been duly authorized and validly issued and are fully paid and non-assessable shares or interests, and no such shares or interests have been issued in violation of any pre-emptive or similar rights.

(e) There are no Contracts, arrangements or restrictions that require the Corporation's Subsidiaries to issue, sell or deliver any shares or other interests, or any securities convertible into or exchangeable for, any shares or other interests.

(9) Securities Law Matters.

(a) The Corporation is a "reporting issuer" under Securities Laws in each of the provinces

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Canada. The Corporation Shares are listed and posted for trading on the TSX. The Corporation does not have any securities listed or posted for trading on any securities exchange other than the TSX. The Corporation is not in default of any material requirements of any Securities Laws. The Corporation is not subject to any continuous or periodic or other disclosure requirements under the securities laws of any jurisdiction other than the provinces of Canada.

(b) The Corporation has not taken any action to cease to be a "reporting issuer" (or the equivalent) in any province of Canada nor has the Corporation received notification from any Securities Authority seeking to revoke the reporting issuer status of the Corporation. No Proceeding or Order for the delisting, suspension of trading or cease trade or other Order or restriction with respect to any securities of the Corporation is in effect or has been threatened or, to the knowledge of the Corporation, is pending or is expected to be implemented or undertaken (other than as contemplated by Section 4.12).

(c) Since January 1, 2022, the Corporation has timely filed or furnished with the Securities Authorities and the TSX all material forms, reports, schedules, statements and other documents required to be filed or furnished by the Corporation with the Securities Authorities and the TSX, as applicable, including "documents affecting the rights of securityholders" and "material contracts" required to be filed by Part 12 of NI 51-102. The documents comprising the Corporation Filings, as of their respective dates (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, as of the date of such subsequent filing) (i) complied in all material respects with the applicable requirements of securities Laws, and (ii) did not contain any Misrepresentation. The Corporation has not filed any confidential material change report or other confidential filing with any Securities Authority which at the date of this Agreement remains confidential. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Corporation Filings. Neither the Corporation nor the Subsidiaries is subject to any ongoing Proceeding by any Securities Authority or the TSX and, to the knowledge of the Corporation, no such Proceeding is threatened.

(10) Financial Statements.

(a) The audited consolidated financial statements and the unaudited consolidated interim financial statements of the Corporation (including, in each case, the notes or schedules to and the auditor's report on such financial statements) included in the Corporation Filings (i) were prepared or shall be prepared, as applicable, in accordance with IFRS, consistently applied throughout the periods referred to therein (except as expressly set forth in the notes thereto), (ii) complied or shall comply, as applicable, as to form in all material respects with applicable accounting requirements in Canada and applicable Law, and (iii) fairly present or shall fairly present, as applicable, in all material respects, the assets, liabilities (whether accrued, absolute, contentment or otherwise), the consolidated financial position, results of operations or financial performance and cash flows of the Corporation and its Subsidiaries as of their respective dates and for the periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements) and there have been no changes in accounting methods, policies, or practices of the Corporation, any of its Subsidiaries since January 1, 2024.

(b) The Corporation does not intend to correct or restate, nor is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in Paragraph (10)(a) above. Neither the Corporation nor any Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Corporation and any Subsidiary, on the one hand, and any unconsolidated affiliate, on the other hand).

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(c) The financial books, records and accounts of the Corporation and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS, (ii) are stated in reasonable detail, (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Corporation and its Subsidiaries, (iv) accurately and fairly reflect the basis for the Corporation's financial statements, and (v) are recorded, stored, maintained, operated and held (including any electronic, mechanical or photographic process, whether computerized or not) in a manner which is available to the Corporation in the Ordinary Course.

(11) Accounts Receivable.

All accounts receivable of the Corporation and its Subsidiaries are bona fide and arm's length, result from sales of products and services in the Ordinary Course and have been properly recorded in the Ordinary Course in the financial books, records and accounts of the Corporation and each of its Subsidiaries, and subject to reserves for doubtful accounts recorded in the Ordinary Course in the financial books, records and accounts of the Corporation and each of its Subsidiaries and at a level consistent with the Corporation's financial statements, are, to the knowledge of the Corporation, good and collectible in full when due without any discount, set-off, compensation or counterclaim and without the need to resort to litigation.

(12) Disclosure Controls and Internal Control over Financial Reporting.

(a) The Corporation has established and maintains disclosure controls and procedures (as such term is defined in NI 52-109) that are designed to provide reasonable assurance that information required to be disclosed by the Corporation in its annual filings, interim filings or other reports required to be filed or submitted by it under Securities Laws is recorded, processed, summarized and reported within the time periods required by applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Corporation in its annual filings, interim filings or other reports required to be filed or submitted under applicable Securities Laws is accumulated and communicated to the Corporation's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Corporation, to the extent required by Law, has presented in the applicable Corporation Filings its conclusions about the effectiveness of the internal control over financial reporting as of the end of the period covered by such report or amendment based on such evaluation.

(b) The Corporation has established and maintains a system of internal control over financial reporting (as such term is defined in NI 52-109) that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(c) To the knowledge of the Corporation, there is no "material weakness" (as such term is defined in NI 52-109) relating to the design, implementation or maintenance of the Corporation's internal control over financial reporting or fraud, whether or not material, that involves management or other Employees who have a significant role in the internal control over financial reporting of the Corporation. To the knowledge of the Corporation, neither of the Corporation, any of its Subsidiaries, nor any of its or their respective Representatives has received or otherwise obtained knowledge of any Proceeding regarding accounting, internal accounting controls or auditing matters, including any Proceeding alleging that the Corporation or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its Representatives regarding questionable accounting or auditing matters.

(13) Minute Books.

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The corporate minute books of the Corporation and its Subsidiaries have been maintained in accordance with applicable Laws, and are complete and accurate, in all material respects. True and correct copies of the minute books of the Corporation and each of its Subsidiaries have been provided in the Corporation Data Room, subject to redactions of certain sensitive information.

(14) Auditors.

KPMG LLP is and was, during the periods covered by its reports included in the Corporation Filings, independent with respect to the Corporation within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and in accordance with applicable Securities Laws; there has not been any reportable event (within the meaning of NI 51-102) with such auditors with respect to audits of the Corporation and its Subsidiaries.

(15) No Undisclosed Liabilities.

There are no material liabilities, commitments, indebtedness or other obligations of any nature, whether accrued, contingent, absolute, determined, determinable, or otherwise, whether matured or unmatured, of the Corporation or of any of its Subsidiaries of a type required to be reflected or reserved for on a balance sheet prepared in accordance with IFRS, other than liabilities or obligations: (a) reflected on the consolidated balance sheet of the Corporation as at June 30, 2025, (b) incurred in the Ordinary Course since the date of this Agreement (none of which results from, arises out of, or was caused by any breach of Contract, or violation of Law, in each case, by the Corporation or any of its Subsidiaries), or (c) reasonably incurred after June 30, 2025 in connection with this Agreement or the transactions contemplated hereby.

(16) Long-Term and Derivative Transactions.

Neither the Corporation, nor any of its Subsidiaries have any material obligations or liabilities, direct or indirect, vested or contingent in respect of any Swaps, except in the Ordinary Course.

(17) Transactions with Directors, Officers, Employees, etc.

Neither the Corporation nor any of its Subsidiaries is indebted to any of its directors, officers, Employees, agents, or contractors of the Corporation or any of its Subsidiaries, or any of their respective associates or affiliates (except for amounts due in the Ordinary Course, as salaries, bonuses and director's fees or the reimbursement of Ordinary Course expenses). There are no Contracts (other than in the Ordinary Course) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any shareholder, director, officer or Employee, agent or contractor of the Corporation or any of its Subsidiaries, or any of their respective affiliates or associates.

(18) No "Collateral Benefit".

Except as disclosed in Section 3.1(18) of the Corporation Disclosure Letter, to the knowledge of the Corporation, no related party of the Corporation (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over $1\%$ or more of the outstanding Corporation Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

(19) Absence of Certain Changes or Events.

Since December 31, 2024, except as disclosed in the Corporation Filings filed prior to the date hereof and other than the transactions contemplated in this Agreement, the business of the Corporation and its Subsidiaries has been conducted in the Ordinary Course and there has not been any event, occurrence, development or state of circumstances or facts which has had, or would be reasonably

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expected to have, individually or in the aggregate, a Corporation Material Adverse Effect. Since December 31, 2024, none of the Corporation or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement without the consent of the Purchaser, would constitute a breach or violation of Section 4.1.

(20) Compliance with Laws.

The Corporation and each of its Subsidiaries are, and since January 1, 2022 have been, in compliance in all material respects with applicable Laws. Neither the Corporation nor any of its Subsidiaries or any of their respective directors or officers is under any investigation with respect to, has been convicted, charged or threatened to be charged with, or has received notice of, any violation or potential violation of any Law from any Governmental Entity.

(21) Authorizations and Licenses.

(a) The Corporation and each of its Subsidiaries, lawfully own, possess and have obtained, and have complied with, all Authorizations that are required by Law (i) in connection with the operation of their businesses in the Ordinary Course, and (ii) in connection with the ownership, operation or use of their properties and assets, except, in each case, for those, the non-compliance with which, in the aggregate, would not materially impair the operation of the Corporation's and its Subsidiaries' businesses. Each such Authorization is valid and in full force and effect in accordance with its terms, and is renewable by its terms or in the Ordinary Course.

(b) There are no no-action letters or exemptive orders issued to the Corporation or any Subsidiary or by, and no undertaking has been provided by the Corporation or any Subsidiary to, a Securities Authority that remains applicable to its business as conducted in the Ordinary Course on the date of this Agreement.

(c) To the knowledge of the Corporation, no event has occurred which, with the giving of notice, lapse of time or both, would reasonably be expected to constitute a default under, or in respect of, any such Authorization.

(d) No Proceeding is pending, or to the knowledge of the Corporation, threatened, in respect of or regarding any such Authorization and none of the Corporation or any of its Subsidiaries or any of their respective directors and officers has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such Authorization.

(e) In the last three (3) years, the Corporation and Subsidiaries have not received written notice of any claim, dispute, grievance, arbitration, alternative dispute resolution process, lawsuit or Proceeding, nor is any such claim, dispute, grievance, arbitration, alternative dispute resolution process, lawsuit or Proceeding pending or, to the knowledge of the Corporation and Subsidiaries, threatened, in each case that would reasonably be expected to result in the termination, revocation, suspension or restriction of any such Authorization or the imposition of any material fine, penalty or other sanctions for a material violation of any requirements or conditions relating to any such Authorization. Copies of all material complaints regarding the Corporation, any Subsidiary which were reported to an arm's length complaints handling body in the last three (3) years, have been made available to the Purchaser in the Corporation Data Room.

(b) Since January 1, 2024, the Corporation and its Subsidiaries have timely filed all material reports required to be filed with Governmental Entities, and paid all material

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filing fees in connection therewith and such reports did not contain any misrepresentation at the time they were filed (after giving effect to any amendments filed before the date of this Agreement).

(22) Opinion of Financial Adviser.

(a) The Board and the Independent Committee have received the Fairness Opinion and CBCA Opinion, the conclusions of which have been communicated to the Purchaser. The Fairness Opinion and CBCA Opinion have not been withdrawn, revoked or otherwise modified. True and complete copy of each of the Fairness Opinion and CBCA Opinion will, when executed and delivered in writing, be made available to the Purchaser.

(b) True and complete copy of the engagement letters between the Independent Committee and Raymond James Ltd. has been provided to Borden Ladner Gervais LLP and the Corporation and the Independent Committee have made true and complete disclosure to the Purchaser of all fees, commissions or other payments that may be incurred pursuant to such engagement or that may otherwise be payable to Raymond James Ltd.

(23) Brokers.

Except for the engagement letter between the Independent Committee and Raymond James Ltd., and the fees payable under or in connection with such engagement, no investment banker, broker, finder, financial adviser or other intermediary has been retained by or is authorized to act on behalf of the Corporation or any of its Subsidiaries, or any of their respective Representatives or is entitled to any fee, commission or other payment from the Corporation or any of its Subsidiaries, or any of their respective Representatives, in connection with this Agreement or any other transaction contemplated by this Agreement. The aggregate fees payable by the Corporation to Raymond James Ltd. in relation to the transactions contemplated by this Agreement have been disclosed in Section 3.1 (23) of the Corporation Disclosure Letter.

(24) Board and Independent Committee Approval.

(a) The Independent Committee, after receiving legal and financial advice, has unanimously recommended that (i) the Board approves the Arrangement, (ii) the Corporation Shareholders vote in favour of the Shareholder Arrangement Resolution, and (iii) the Noteholders vote in favour of the Noteholder Arrangement Resolution.

(b) The Board, having received the unanimous recommendation of the Independent Committee and after receiving advice from its financial adviser and outside legal counsel in evaluating the Arrangement, has unanimously (with interested directors abstaining from voting): (i) determined that (x) the Corporation Shareholder Consideration to be received by the Corporation Shareholders pursuant to the Arrangement is fair to the Corporation Shareholders, and (y) the Arrangement is in the best interests of the Corporation, (ii) resolved to recommend that the Corporation Shareholders vote in favour of the Shareholder Arrangement Resolution and the Noteholders vote in favour of the Noteholder Arrangement Resolution, and (iii) authorized the entering into of this Agreement and the performance by the Corporation of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions, or authorizations.

(c) Each of the directors and officers of the Corporation who owns Corporation Shares entered into a D&O Support and Voting Agreement pursuant to which such director or officer has agreed to vote all of her or his or its Corporation Shares in favour of the Shareholder

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Arrangement Resolution and against any resolution submitted by any Corporation Shareholder that is inconsistent with the Shareholder Arrangement Resolution, and the Corporation shall make a statement to that effect in the Circular.

(25) Corporation Material Contracts.

(a) Section 3.1(25)(a) of the Corporation Disclosure Letter sets out a complete and accurate list of all Corporation Material Contracts as of the date hereof. True, correct and complete copies thereof, including all material amendments, assignments and supplements thereto, have been provided in the Corporation Data Room, and no such Corporation Material Contract has, since such disclosure, been modified, rescinded or terminated.

(b) Each Corporation Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Corporation or one or more of its Subsidiaries, as applicable, and to the knowledge of the Corporation, each other party thereto, in accordance with its terms, subject to any limitation on enforcement under Law relating to (i) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors' rights, (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (iii) the enforceability of contractual termination provisions and contractual restrictive covenants in written Contracts with employees, contractors and consultants.

(c) The Corporation and each of its Subsidiaries has performed in all respects all respective obligations required to be performed by it to date under the Corporation Material Contracts and neither the Corporation nor any of its Subsidiaries is in breach or default under any Corporation Material Contract, nor does the Corporation have knowledge of any condition that with the passage of time or the giving of notice or both would result in such breach or default. None of the Corporation and its Subsidiaries has repudiated any Corporation Material Contract.

(d) None of the Corporation or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any breach or default under nor, to the knowledge of the Corporation, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default which is continuing under any such Corporation Material Contract by any other party to a Corporation Material Contract.

(e) Except as disclosed in Section (30)(25)(e) of the Corporation Disclosure Letter, none of the Corporation or any of its Subsidiaries has received any notice (whether written or oral), that any party to a Corporation Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Corporation or any of its Subsidiaries, and, to the knowledge of the Corporation, no such action is pending or has been threatened.

(26) Restrictions on Conduct of Business.

None of the Corporation or any of its Subsidiaries is a party to, or bound by, any non-competition agreement or any other Contract or any Order or Authorization of any Governmental Entity that purports to materially: (a) limit the manner or location in which the Corporation or any of its Subsidiaries may conduct any line of business, (b) limit any business practice of the Corporation or any of its Subsidiaries, or (c) restrict any acquisition or disposition of assets or property by the Corporation or any of its Subsidiaries.

(27) No Guarantees.

(a) Section 3.1 (27)(a) of the Corporation Disclosure Letter sets out a complete and accurate list of performance bond or similar instruments entered into by the

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Corporation or any of its Subsidiaries which are still in effect as of the date hereof. True, correct and complete copies thereof, including all material amendments, assignments and supplements thereto, have been provided in the Corporation Data Room, and no such instrument has, since such disclosure, been modified, rescinded or terminated.

(b) Other than in connection the PIK Notes, as disclosed in Section 3.1 (27)(a) or Section 3.1 (27)(b) of the Corporation Disclosure Letter, neither the Corporation nor any of its Subsidiaries is a party to or bound by any Contract of guarantee, indemnification (other than standard indemnity agreements in favour of the directors and officers of the Corporation and its Subsidiaries and indemnification provisions contained in Contracts entered into in the Ordinary Course) or any similar commitment in respect of any material obligations, liabilities (contingent or otherwise), performance bonds or indebtedness of any other Person (other than Subsidiaries of the Corporation).

(28) Real Property.

(a) Neither the Corporation nor any of its Subsidiaries owns any real property.

(b) The Corporation or one of its Subsidiaries has valid and good leasehold title to the Corporation Leased Properties free and clear of all Liens except for the Corporation Permitted Liens. Neither the Corporation nor any of its Subsidiaries is bound by or subject to any agreement or option to own, any real property.

(c) Section 3.1(28)(c) of the Corporation Disclosure Letter sets forth a complete and accurate list of all Corporation Leased Properties, in each case by reference to their municipal addresses together with any current deposits, letters of credit or other form of security held by the landlords under the Corporation Leases.

(d) The Corporation Data Room contains complete and accurate copies of all Corporation Leases, including all amendments, modifications, supplements, guarantees, registrations and non-disturbance agreements in connection therewith.

(e) With respect to all Corporation Leased Properties: (i) each of the Corporation and its Subsidiaries, as applicable, is in peaceable possession of its respective Corporation Leased Property, (ii) each Corporation Lease in respect thereof is in full force and effect and, to the knowledge of the Corporation, is a legal, valid, binding obligation of, and is enforceable against, each other party thereto in accordance with its terms, subject to any limitation on enforcement under Law relating to (A) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors' rights, and (B) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (iii) there is no event of breach of, dispute or default under, or any event which, with the giving of notice, the lapse of time or both, would become an event of default, under any such Corporation Lease, and neither the Corporation nor any of its Subsidiaries has received or delivered any notice of any material breach of, or default under, any such Corporation Lease. To the knowledge of the Corporation, there is no breach of, or default under, any such Corporation Lease by any other party thereto. All payments, including rents and additional rents, required to be made under the Corporation Leases have been paid to date and no waiver, indulgence or postponement of any of the obligations of the Corporation or its Subsidiaries has been granted by any party under such Corporation Leases.

(f) All material accounts for materials, work and services performed or materials placed or furnished upon or in respect of construction at each of the Corporation Leased Properties has been or will be fully paid on or prior to the due date of such accounts, or the Corporation

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has made arrangements with such contractor for payment in the Ordinary Course. All landlord's work contemplated by any Corporation Lease has been completed consistently with the standards generally followed in the industry.

(g) No Person has any (i) option to purchase or lease, (ii) right of first opportunity, refusal or offer, (iii) other purchase or repurchase right, or (iv) any right or option to occupy, any Corporation Leased Property or the Corporation's and its Subsidiaries' interests therein, and neither the Corporation nor its Subsidiaries has granted any right or privilege (whether by Law or Contract) capable of becoming a Contract, arrangement or understanding with any Person for the purchase, lease, sublease, license, assignment or other disposition of any of the material Corporation Leased Properties or any right or interest therein.

(h) No Corporation Leased Property is managed by a third-party on behalf of the Corporation or a Subsidiary.

(i) The Corporation Leased Properties constitute all of the real property necessary to operate the business of the Corporation and its Subsidiaries in the manner presently operated.

(j) To the knowledge of the Corporation, the Corporation Leased Properties and all buildings, structures, improvements, fixtures and building systems thereon, are (i) in good condition and repair having regard to their use and age, (ii) sufficient for the operation of the business of the Corporation and its Subsidiaries, as applicable, as presently conducted, and (iii) not currently undergoing any material repair, replacement or renovation (except in the Ordinary Course) and are adequate and suitable for the uses to which they are currently being put by the Corporation and its Subsidiaries, as applicable.

(k) None of the Corporation or any Subsidiary has received written notice of any material violation of, or any Order or direction, from any municipality, police department, fire department or sanitation, health or safety authorities with respect to any non-compliance with applicable Laws, including building and zoning by-laws and regulations, in respect of any Corporation Leased Property.

(l) There are no agreements with any real estate broker, leasing agent or other Person that entitles or will entitle such Person to any brokerage commission or payment or finder's fee from any of the Corporation or Subsidiary as a result of the leasing, sub-leasing or licensing of any of the Corporation Leased Property.

(m) To the knowledge of the Corporation, there are no existing, pending or threatened condemnation Proceedings or similar actions or casualties relating to any Corporation Leased Property.

(29) Intellectual Property.

(a) Section 3.1(29)(a) of the Corporation Disclosure Letter contains a complete and accurate list of: (i) all Registered Intellectual Property constituting Owned Intellectual Property (including the jurisdiction of filing, application number, registration number, date of issue or filing, current registrant or applicant, expiration date (if any), the status of each application or registration (including when the application or registration is scheduled to lapse, cancel or expire, and the date when the next renewal is due) (collectively, the "Corporation Owned Registered Intellectual Property"), (ii) all material unregistered trademarks constituting Owned Intellectual Property necessary to conduct the business of the Corporation as currently conducted, and (iii) all material Licensed Intellectual Property (collectively "Corporation IP Licenses"), excluding any Software subject to a nonexclusive license agreement for Off-the-Shelf Software. In addition to the foregoing, with respect to each item listed in accordance with the first sentence of this Section

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3.1(29)(a) which is a domain name, website name, IP address or world wide web address or social media account, the listings shall include the Governmental Entity or other authorized private registrar. Except as set out in Section 3.1(29)(a) of the Corporation Disclosure Letter, the Corporation or one of its Subsidiaries is the sole owner and possesses all right, title and interest in and to the Owned Intellectual Property free and clear of all Liens (other than the Corporation Permitted Liens). Except as set forth in Section 3.1(29)(a) of the Corporation Disclosure Letter, the Corporation and Subsidiaries have a right to use the Licensed Intellectual Property in connection with the operation or conduct of the business of the Corporation as it is currently operated or conducted pursuant to a valid and enforceable Contract. The Corporation Intellectual Property constitute all Intellectual Property necessary to operate the business of the Corporation and its Subsidiaries as currently conducted. The transaction contemplated by this Agreement and the continued operation of the business of the Corporation and the Subsidiaries will not violate or breach the terms of any Contract with respect to material Licensed Intellectual Property or entitle any other party to any such Contract for material Licensed Intellectual Property license to terminate or modify it, or otherwise adversely affect the Corporation's and/or Subsidiaries' rights under it. Following Closing, the Corporation and Subsidiaries will be entitled to continue to use, practice and exercise rights in the material Corporation Intellectual Property to the same extent and in the same manner as used, practiced and exercised by the Corporation and Subsidiaries prior to Closing without any financial obligation to any Person. Complete and accurate copies of all the Corporation IP Licenses have been delivered to the Purchaser.

(b) Each item of Corporation Owned Registered Intellectual Property (i) is valid and subsisting and in full force and effect, (ii) has no filings, payments or similar actions that must be taken by the Corporation or any Subsidiary within one hundred twenty (120) days of the Closing for the purposes of obtaining, maintaining, perfecting or renewing such Corporation Owned Registered Intellectual Property; and (iii) has not been and is not involved in any opposition, cancellation, interference, inter partes review, reissue, re-examination or other similar proceeding.

(c) There are no written claims of, and to the knowledge of the Corporation, there is no basis for any claims of, adverse ownership, invalidity, absence of a right to register or apply for or other opposition to or conflict with any of the Owned Intellectual Property.

(d) To the knowledge of the Corporation, no third party (i) infringes, nor has infringed, any Owned Intellectual Property or (ii) is committing, nor has committed, any misappropriation, passing off or actionable illegal acts in connection with the Owned Intellectual Property.

(e) To the knowledge of the Corporation, the operation of the business of the Corporation and Subsidiaries and the using, exploiting and practicing of the Corporation Intellectual Property, is not infringing, misappropriating or otherwise violating any third party Intellectual Property and has not infringed, misappropriated or otherwise violated any third party Intellectual Property. The Corporation and Subsidiaries have not received any charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation with respect to the operation of the business of the Corporation and Subsidiaries, products, services and/or Corporation Intellectual Property (including any claim that the Corporation or a Subsidiary must license, pay any royalty or fee or refrain from using any Intellectual Property of a third party), nor does the Corporation know of any valid grounds for any bona fide claims, except as disclosed in Section 3.1(29)(e) of the Corporation Disclosure Letter.

(f) The Corporation and its Subsidiaries take and have taken commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential or proprietary information used or held for use in connection with the operation of the business of the Corporation and its Subsidiaries as currently conducted. The

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Corporation and its Subsidiaries have obtained from all parties (including current or former Employees, consultants, contractors and subcontractors) (each, a "Corporation IP Contributor") who have created any material portion of, or otherwise who are or were involved in the creation or development of any material portion of, any Owned Intellectual Property, valid and enforceable written agreements pursuant to which each Corporation IP Contributor irrevocably assigned to the Corporation or any of its Subsidiaries all rights in and to such Owned Intellectual Property, waived all moral rights in and to such Owned Intellectual Property and/or agreed to maintain the confidentiality of all of the Corporation's or any of its Subsidiaries' trade secrets and proprietary and confidential information. All such agreements are valid and enforceable under the Law of the jurisdiction in which such Corporation IP Contributor is located. To the knowledge of the Corporation, all of the Owned Intellectual Property has been developed by Corporation IP Contributors without violation or contravention of any rights of any former employer or client. To the knowledge of the Corporation: (i) there has been no misappropriation of any trade secrets contained in the Owned Intellectual Property by any Person; and (ii) there has been no unauthorized publication or disclosure to any Person outside of the Corporation and its Subsidiaries without obligation of confidentiality of any of the Corporation's or any of its Subsidiaries' trade secrets by any Person. No current or former officer, Employee or contractor of the Corporation or any of its Subsidiaries owns or has claimed an interest in any of the Owned Intellectual Property of the Corporation any of its Subsidiaries, nor has any right to a royalty or other consideration as a result of its marketing, licensing or assignment.

(g) Neither the Corporation nor any of its Subsidiaries have used Open Source Software in any manner that would or could, with respect to any of its Owned Intellectual Property (i) require its disclosure or distribution in source code form, (ii) require the licensing thereof for the purpose of making derivative works, (iii) impose any restriction on the consideration to be charged for the distribution thereof, (iv) create, or purport to create, obligations for the Corporation or any of its Subsidiaries with respect to its Owned Intellectual Property, or grant, or purport to grant, to any third party, any rights or immunities under its Owned Intellectual Property, or (v) impose any other material limitation, restriction, or condition on the right of the Corporation or any of its Subsidiaries with respect to its use or distribution. Each of the Corporation and its Subsidiaries have been and are in compliance in all material respects with all Open Source Software licenses applicable to any of its Owned Intellectual Property.

(h) To the knowledge of the Corporation, the transactions contemplated by this Agreement will not: (i) affect the rights of the Corporation or any of its Subsidiaries in or to any Owned Intellectual Property; (ii) trigger any additional obligations or liabilities relating to the Owned Intellectual Property; or (iii) otherwise detract from or adversely impact the full right and authority of the Corporation and its Subsidiaries to commercialize the Owned Intellectual Property.

(i) No Governmental Entity, university, academic institution, or other entity, has provided any funding to, or performed research or development on behalf of, the Corporation or any of its Subsidiaries which would give such Governmental Entity, or other entity, any rights, title or interest in or to any of its Owned Intellectual Property.

(30) Business Systems.

(a) The Business Systems, whether owned, leased or otherwise used by the Corporation or its Subsidiaries that are material to the performance of or provision of any material services to the clients of the Corporation and its Subsidiaries (i) are sufficient to conduct the business of the Corporation and its Subsidiaries in the Ordinary Course, (ii) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Corporation and its Subsidiaries to conduct their business in the Ordinary Course, and (iii) have not, to the knowledge of the

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Corporation, malfunctioned or failed in any material respect within the three (3)-year period immediately preceding the date of this Agreement. To the knowledge of the Corporation, in the past three (3) years, no Person has gained unauthorized access to any Business Systems that are material to the performance of or provision of any material services to the clients of the Corporation or its Subsidiaries. The Corporation and its Subsidiaries have implemented and maintain reasonable and sufficient backup and disaster recovery technology for Business Systems that are material to the performance of or provision of any material services to the clients of the Corporation consistent with industry standards or businesses offering similar services.

(b) The Corporations and its Subsidiaries have implemented and maintain an information security program including documented cybersecurity measures and policies that comply in all material respects with all Data Security and Privacy Requirements.

(c) To the knowledge of the Corporation, there is no deficiency in the Corporation's or its Subsidiaries cybersecurity measures or policies that could reasonably result in a Corporation Data Breach. The Corporation and its Subsidiaries have performed Security Risk Assessments no less frequently than annually for the past three (3) years and have addressed and fully remediated all threats and deficiencies identified in each Security Risk Assessment.

(d) As of the Effective Date and continuously for a period of not less than twenty-four (24) months prior to the Effective Date, the Corporation has maintained a valid and current certification under the ISO/IEC 27001 standard for Information Security Management Systems (ISMS), issued by an accredited certification body recognized under the International Accreditation Forum (IAF). The Corporation has not received any written notice of non-compliance, suspension, or revocation of its ISO 27001 certification, nor does it have knowledge of any facts or circumstances that would reasonably be expected to result in the suspension or revocation of such certification.

(31) Corporation Software.

(a) Section 3.1(31)(a) of the Corporation Disclosure Letter sets forth a complete and accurate list of the Corporation Software.

(b) Section 3.1(31)(b) of the Corporation Disclosure Letter sets forth all material Software licensed or used by the Corporation and/or one or more of its Subsidiaries (from a Person other than the Corporation or one of its Subsidiaries) in the operation of the business of the Corporation or any of its Subsidiaries (including the provision of products and services to partners and clients), excluding any Software subject to an agreement for Off-the-Shelf Software (the "Third Party Software"). Copies of all license and maintenance agreements for the material Third Party Software have been made available by the Corporation to the Purchaser.

(c) The source code and related documentation for all material Corporation Software is in the possession and/or control of the Corporation or the applicable Subsidiary. No source code or related documentation forming part of such Corporation Software is (i) subject to escrow, or (ii) has been disclosed to any third party. Neither the Corporation nor any of its Subsidiaries is bound by any contract or agreement pursuant to which the Corporation or any of its Subsidiaries is obligated to provide or license to any Person any source code or related documentation forming part of the material Corporation Software or may be required to deposit with any escrow agent or other Person any such source code or documentation.

(d) The Corporation has obtained all material approvals required by Law from the applicable Governmental Entity in all jurisdictions where the Corporation or its Subsidiaries use or

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have granted licenses to use material Corporation Software.

(e) Section 3.1(31)(e) of the Corporation Disclosure Letter lists all material agreements between the Corporation or any of its Subsidiaries and users of the material Corporation Software, copies of each of which have been made available to the Purchaser. All such users have non-transferable, non-exclusive, licenses to use only object code versions of the material Corporation Software. To the knowledge of the Corporation, no third parties are in material breach of any such agreement.

(f) To the knowledge of the Corporation, there are no material problems or defects in the material Corporation Software or the operation thereof, including bugs, logic errors or failures of the material Corporation Software to operate as described in the related documentation, and the Corporation Software operates in all material respects in accordance with its documentation and specifications.

(g) The Corporation and each of its Subsidiaries have taken commercially reasonable measures, consistent with industry practice of companies offering similar services, to prevent the introduction into any material Corporation Software or any Business System of any "back door", "drop dead device", "time bomb", "Trojan horse", "virus", "worm", "spyware" "malware" or "adware" (as such terms are commonly understood in the software industry) or any other code designed or intended to have, or capable of performing or facilitating, any of the following functions: (i) disrupting, disabling, harming, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without a user's consent.

(32) Litigation.

(a) There is no Proceeding in effect or ongoing or to the knowledge of the Corporation, pending or threatened against or relating to the Corporation or any of its Subsidiaries, the business of the Corporation or any of its Subsidiaries or affecting any of their respective current or former properties or assets, by or before any Governmental Entity that, if determined adverse to the interests of the Corporation or its Subsidiaries, (i) would have, or would reasonably be expected to have, individually or in the aggregate, a Corporation Material Adverse Effect, (ii) would prevent, hinder or delay the consummation of the Arrangement, or (iii) would materially affect the Purchaser's ability to own or operate the business of the Corporation and its Subsidiaries; nor to the knowledge of the Corporation are there any events or circumstances which could reasonably be expected to give rise to any such Proceeding.

(b) There is no bankruptcy, liquidation, dissolution, winding-up or other similar Proceeding pending or in progress, or, to the knowledge of the Corporation, threatened against or relating to the Corporation or any of its Subsidiaries before any Governmental Entity.

(c) Neither the Corporation nor any of its Subsidiaries is subject to any outstanding Order which has had or is reasonably likely to have, a Corporation Material Adverse Effect or which would prevent or delay the consummation of the Arrangement or any other transaction contemplated by this Agreement.

(33) Environmental Matters.

(a) The Corporation and each of its Subsidiaries have complied in all material respects with all Environmental Laws since January 1, 2022.

(b) None of the Corporation or any of its Subsidiaries (A) is subject to any material Proceeding

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or Order under any Environmental Laws, (B) has received any written notice of any alleged material non-compliance in respect of, or any potential material liability under, any Environmental Laws that remains outstanding, or (C) has been required by any Governmental Entity to conduct a cessation of activities at, a change of use, a closure, an environmental rehabilitation or an environmental remediation of, any real property.

(c) To the knowledge of the Corporation, no pollutants or contaminants are present on, at, in or under any of the Corporation Leased Properties or any real property formerly owned, leased or occupied by the Corporation which could result in a material liability of the Corporation.

(d) The Corporation Data Room contains complete and accurate copies and results of any material reports, studies, analyses, tests, documents or correspondence in the possession of the Corporation or any of its Subsidiaries relating to Environmental Laws.

(e) Except pursuant to any customary indemnities in any Lease or pursuant to any Corporation Material Contract set forth in Section 3.1(25) of the Corporation Disclosure Letter, none of the Corporation or any of its Subsidiaries has agreed by Contract or otherwise (including any order or consent agreement) to indemnify or hold harmless any Person for any material liability pursuant to Environmental Laws.

(34) Employees.

(a) Section 3.1(34)(a) of the Corporation Disclosure Letter contains an anonymized list of all Employees of the Corporation and its Subsidiaries as of the date hereof and sets forth for each such Employee the following information (as applicable): (i) employing entity, (ii) work location by country (including state or province for Employees residing in Canada or the United States), (iii) title or position (including band and function), (iv) start date, (v) current annual base salary, and (vi) incentive plan participation. No current Employee is, as of September 15, 2025, on a maternity/pregnancy leave, parental leave, short-term disability leave, long-term disability leave or other illness/injury related leave of absence.

(b) All written employment Contracts for the top Corporation Senior Management have been disclosed in the Corporation Data Room.

(c) Section 3.1(34)(c) of the Corporation Disclosure Letter contains an anonymized list of all consultants and contractors engaged by the Corporation and/or any of its Subsidiaries as of the date hereof whose annualized consulting fees is greater than US$250,000 and sets forth for each the following information (as applicable): (i) base consulting fees, (ii) any other forms of compensation or benefits, and (iii) start date of engagement.

(d) No Person engaged by the Corporation and/or any of its Subsidiaries is performing services as a temporary foreign worker (whether under a work permit, visa, or otherwise) or is on a temporary lay off. The Corporation and its Subsidiaries do not engage any Person through a temporary help agency. All Employees of the Corporation or any of its Subsidiaries who primarily work for the Corporation or any of its Subsidiaries from within Canada are treated by the Corporation and its Subsidiaries as provincially regulated for the purposes of Canadian employment (including labour) Laws and are not treated as being federally regulated for the purposes of Canadian employment (including labour) Laws.

(e) Copies of the most recent versions of all template offer letters, template employment agreements and template consulting agreements used by the Corporation and/or each of its Subsidiaries when hiring an employee, consultant or contractor have been provided to the Purchaser in the Corporation Data Room.

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(f) Except for immaterial amounts that have not be paid or reflected in the books and records of the Corporation and its Subsidiaries as a result of inadvertent administrative errors, all amounts due or accrued to the Employees, contractors and consultants of the Corporation and its Subsidiaries for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation with pay, sick days, overtime, benefits and payments under Corporation Employee Plans, premiums for Employment Insurance, health premiums, pension plan premiums, and other similar accruals have either been paid or are accrued and accurately reflected in the books and records of the Corporation and its Subsidiaries. Except for immaterial amounts that have not be paid or reflected in the books and records of the Corporation and its Subsidiaries as a result of inadvertent administrative errors, all liabilities of the Corporation or any of its Subsidiaries due or accruing due to their Employees have or shall have been paid or accrued and accurately reflected in the books and records of the Corporation and its Subsidiaries to the Effective Time.

(g) Section 3.1(34)(g) of the Corporation Disclosure Letter contains a list of all Employees of the Corporation and/or each of its Subsidiaries whose annualized base salary or hourly wage, as applicable, is greater than US$250,000 and who have a written offer letter or written employment Contract with the Corporation and/or any of its Subsidiaries providing for a contractual length of notice of termination or severance payment required to terminate his or her employment that is in excess of the minimum statutory entitlements required by the applicable employment standards legislation upon the termination of their employment by the Corporation and/or any of its Subsidiaries. Copies of such written offer letters or written employment Contracts have been provided to the Purchaser in the Corporation Data Room.

(h) Except as disclosed in Section 3.1(34)(h) of the Corporation Disclosure Letter, there are no Contracts with any Employees, consultants or contractors, or Employee Plans, of the Corporation or any of its Subsidiaries providing for cash or other compensation or benefits (including any increase in amount of compensation or benefit or the acceleration of time of payment or vesting of any compensation or benefit) upon the consummation of, or solely as a result of, the Arrangement or any other transaction contemplated by this Agreement.

(i) Within the past three (3) years, the Corporation and each of its Subsidiaries have promptly, thoroughly and impartially investigated all workplace harassment (including sexual or psychological harassment) and workplace violence allegations and claims of which they received notice relating to current and former Employees in accordance with the applicable workplace safety legislation in all material respects. With respect to each such allegation or claim with potential merit, the Corporation and each of its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual or psychological harassment) and workplace violence in accordance with the applicable workplace safety legislation in all material respects. The Corporation and each of its Subsidiaries do not reasonably expect any material liability with respect to any such allegations or claims.

(j) The Corporation and each of its Subsidiaries are in compliance in all material respects with all applicable terms and conditions of employment and with all applicable Laws respecting labour, immigration and employment matters, including employment standards, pay equity, employment equity, worker classification, work permits/authorizations, wages, hours of work, vacation pay and other paid time off, accessibility, Employment Insurance, discrimination, harassment (including sexual harassment), accessibility, reprisal, leave of absence, equal opportunity, overtime pay, employment and labour standards, labour relations, privacy, workers compensation, human rights, French language use and occupational health and safety. No material Proceeding with respect to any such Law relating to the Corporation or any of its Subsidiaries is in progress or pending or, to the knowledge of the Corporation, threatened, and, to the knowledge of the Corporation, there

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is no basis for any material Proceeding.

(k) There are no material outstanding decisions, Orders, charges, tickets, notices, settlements or pending settlements, assessments, penalties, fines, Liens, charges, or surcharges due or owing by the Corporation or any of its Subsidiaries pursuant to any applicable Laws respecting labour, immigration and employment matters, including employment standards, workers' compensation or workplace safety and insurance Laws, and neither the Corporation nor any of its Subsidiaries has been assessed or reassessed in any material respect under such Laws during the past three (3) years. No material Proceeding involving the Corporation or any of its Subsidiaries is currently in progress or pending or, to the knowledge of the Corporation, threatened, pursuant to any applicable workers' compensation or workplace safety and insurance Laws.

(l) There are no Proceedings, accidents or incidents which could reasonably be expected to materially affect the accident cost experience in respect of the Corporation and/or any of its Subsidiaries or workers' compensation premiums or other amounts which may be owed under such Laws by the Corporation or any of its Subsidiaries. All costs, charges, experience rating assessments or other assessments or other liabilities under workers' compensation Laws or other legislation relating to industrial accident and/or occupational disease claims applicable to the Corporation or any of its Subsidiaries have been paid or accrued in all material respects and there has not been any special or penalty charge or assessment under those legislation against any the Corporation or any of its Subsidiaries within the past three (3) years.

(m) There are no material charges pending under occupational health and safety Laws ("OHSA") in respect of the Corporation or any of its Subsidiaries, and there are no appeals of any Orders under OHSA applicable to the Corporation or any of its Subsidiaries currently outstanding. The Corporation and each of its Subsidiaries have complied in all material respects with any Orders issued under OHSA and have developed and implemented applicable policies and training for their Employees, including with respect to harassment, OHSA and accessibility for people with disabilities requirements.

(n) To the knowledge of the Corporation, there are no managerial or key Employees and no group of Employees of the Corporation or any of its Subsidiaries who have any plans to terminate his, her or their employment with the Corporation and its Subsidiaries following the Arrangement or as a result of the transactions contemplated by this Agreement or otherwise.

(o) No Employee of the Corporation or any of its Subsidiaries is employed pursuant to a work permit issued by a Governmental Entity.

(p) To the knowledge of the Corporation, all Employees, consultants, agents and independent contractors of the Corporation and/or any of its Subsidiaries have been accurately classified by the Corporation and/or its Subsidiaries with respect to services as an employee or a non-employee for all purposes, including wages, employment standards, payroll Taxes and participation and benefit accrual under each Employee Plan. Within the past three (3) years, there has been no Proceeding by any Governmental Entity or other Person claiming or alleging that any current or former consultants, agents and independent contractors engaged by the Corporation and/or any of its Subsidiaries at any time was misclassified or mischaracterized as a contractor and should have been classified as an employee of Corporation and/or its Subsidiaries or that an independent contractor was entitled to any benefits under any Employee Plan.

(q) Each Employee, contractor and consultant of the Corporation or any Subsidiary who is required to be registered with any Governmental Entity to perform his, her or their job functions on behalf of the Corporation or its Subsidiaries is duly registered (each a

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"Registered Individual") and such registration is in full force and effect and, to the knowledge of the Corporation, no terms or conditions have been imposed on any such registration. To the knowledge of the Corporation, no such Registered Individual has been found by a Governmental Entity to have engaged in conduct as a consequence of which such Registered Individual is, or has been, subject to censure or other penalty, limitations on such Person's activities or enhanced supervision, and, to the knowledge of the Corporation, there is no action, suit, Proceeding or investigation pending or threatened that would reasonably be expected to lead to the revocation, material amendment, failure to renew, limitation, suspension or material restriction of any such registration.

(35) Collective Agreements.

(a) There are no Collective Agreements in force or currently being negotiated with respect to any Employee or dependent contractor of the Corporation or any of its Subsidiaries, and no Person or trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent or any similar entity holds bargaining rights with respect to any of the Employees or dependent contractors of the Corporation or any of its Subsidiaries by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Corporation, threatened to apply to be certified as the bargaining agent, and neither the Corporation nor any of its Subsidiaries has made commitments to or is conducting negotiations with any labour union or employee association or other similar entity with respect to any future Collective Agreement. No Person has, applied to be certified as the bargaining agent of any Employee or dependent contractor of the Corporation and/or any of its Subsidiaries. There are no union organizing campaigns, or to the knowledge of the Corporation, threatened or apparent union organizing campaigns for Employees or dependent contractors of the Corporation and/or any of its Subsidiaries and no such event has occurred. There are no employee associations authorized to represent any Employees or dependent contractors of the Corporation and/or any of its Subsidiaries. No union, council of trade unions, employee bargaining agency or affiliated bargaining agent, or any similar entity has brought an application to have the Corporation and/or any of its Subsidiaries declared a common or related employer under applicable Laws. No Proceeding involving the Corporation or any of its Subsidiaries arising out of, or pursuant to, any Collective Agreement or Laws governing collective bargaining or any labour relations law is in progress, pending or, to the knowledge of the Corporation, threatened.

(b) There is no labour strike, dispute, lock-out, concerted refusal to work overtime, work slowdown, stoppage or similar labour activity in progress or pending or, to the knowledge of the Corporation, threatened, involving the Corporation and/or any of its Subsidiaries, and no such event has occurred in the past five years. Within the past five years, none of the Corporation and/or any of its Subsidiaries has engaged in, or received notice of any pending or threatened, complaint or Proceeding pertaining to, any unfair labour practice.

(36) Employee Plans.

(a) Section 3.1(36)(a) of the Corporation Disclosure Letter lists all Corporation Employee Plans.

(b) The Corporation Data Room contains complete and up to date copies of the Corporation Incentive Plans and each other written Corporation Employee Plan (and a summary of the material terms of each unwritten Corporation Employee Plan), together with all related documentation, including, where applicable, (i) current trust and insurance Contracts, (ii) the most recent member booklets; (iii) the most recent actuarial valuation reports and cost certificates and (iv) all non-routine correspondence to or from any Governmental Entity with respect to any Corporation Employee Plan within the past three (3) years. No changes have occurred or are reasonably expected to occur which would affect the information

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provided to the Purchaser under Section 3.1(36)(a) of the Corporation Disclosure Letter.

(c) Corporation Employee Plan has been established, communicated, administered and, as applicable, registered and invested in accordance with applicable Laws and in accordance with its terms, in each case, in all material respects. No fact or circumstance exists that could adversely affect, as applicable, the registered status of any registered Corporation Employee Plan or the preferential Tax treatment ordinarily accorded to such Employee Plan.

(d) Except as required by applicable Law, none of the Employee Plans provide for post-termination or retiree health and welfare benefits, and neither the Corporation nor any of its Subsidiaries has ever contracted with any Employee that such Employee would be provided with post-termination or retiree health and welfare benefits.

(e) No Corporation Employee Plan is subject to any current, pending, or, to the knowledge of the Corporation, threatened Proceeding initiated by any Governmental Entity or other Person, nor has any such Proceeding been initiated within the past three (3) years.

(f) No Corporation Employee Plan is or is intended to be a "registered pension plan" (including a multi-employer pension plan (as such term is defined in the Pensions Benefits Act (Ontario)), a "retirement compensation arrangement", an "employee life and health trust", a "registered retirement savings plan", a "deferred profit sharing plan", an "employees profit sharing plan", "salary deferral arrangement", or an "employee trust", as each such term is defined in subsection 248(1) of the Tax Act.

(g) None of the Corporation nor any Subsidiaries is an "ERISA Affiliate" in respect of any Corporation Employee Plan within the meaning of the Employee Retirement Income Security Act of 1974 (U.S.), nor is any claim or allegation respecting "ERISA Affiliate" status pending or threatened.

(h) Only Employees, former employees, and current or former officers and directors of the Corporation and its Subsidiaries (or any of their respective spouses, dependents, survivors or beneficiaries) are entitled to participate in the Corporation Employee Plans, and no Person other than the Corporation or its Subsidiaries is a participating employer under any Corporation Employee Plan.

(i) The Corporation and its Subsidiaries may unilaterally amend or terminate, in whole or in part, each Corporation Employee Plan, subject only to approvals required by applicable Laws. None of the Corporation or any of its Subsidiaries has announced its intention to modify or terminate any Corporation Employee Plan or adopt any arrangement or program that, once established, would come within the definition of a Corporation Employee Plan.

(j) No insurance policy or any other Contract affecting any Corporation Employee Plan requires or permits a retroactive increase in contributions, premiums or other payments due thereunder.

(k) No advance Tax ruling been sought or received in respect of any Corporation Employee Plan.

(l) All Corporation Employee Plans that provide health and welfare type benefits are fully insured by an insurance company.

(m) All outstanding Corporation Incentive Securities have been granted or issued in compliance in all material respects with the terms of the Corporation Incentive Plans, and have been recorded in the Corporation's financial statements in accordance with IFRS, and no such

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grants involved any "back dating," "forward dating," "spring loading" or similar concept.

(37) Insurance.

(a) Each of the Corporation and its Subsidiaries is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Corporation and its Subsidiaries and their respective assets, taken as a whole, consistent with industry practice.

(b) Section 3.1(37)(b) of the Corporation Disclosure Letter contains a correct and complete list of insurance policies which are maintained by the Corporation or any of its Subsidiaries setting out, in respect of each policy, the type of policy, the name of the insurer, the coverage allowance, the expiration date, the annual premium and any pending claims.

(c) To the knowledge of the Corporation, each material insurance policy held by the Corporation or any of its Subsidiaries is in full force and effect in accordance with its terms, and neither the Corporation nor any of its Subsidiaries is in default under the terms of any such policy. There have not been any proposed or threatened termination of, or material premium increase with respect to, any such policies. Neither the Corporation nor any of its Subsidiaries have received notice that any material claim pending under any insurance policy of the Corporation or its Subsidiaries has been denied, rejected, questioned or disputed by any insurer, or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material Proceedings covered by any insurance policy of the Corporation or any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.

(38) Taxes.

(a) The Corporation and each of its Subsidiaries have duly and timely filed with the appropriate Governmental Entity all income and other material Tax Returns required by Law to be filed by them and all such Tax Returns are complete and correct in all material respects.

(b) The Corporation and each of its Subsidiaries have paid on a timely basis all Taxes which are due and payable by them and all assessments and reassessments, including instalments on account of Taxes for the current Tax year, as required by Law, whether or not shown as being due on any Tax Returns or assessed by the appropriate Governmental Entity, other than those which are being or have been contested in good faith by appropriate Proceedings and in respect of which adequate reserves have been provided in the most recently published consolidated financial statements of the Corporation (where required in accordance with applicable accounting standards). The Corporation and its Subsidiaries have provided adequate accruals in accordance with their books and records and in the most recently published consolidated financial statements of the Corporation for any Taxes of the Corporation and each of its Subsidiaries for the period covered by such financial statements that have not been paid, whether or not shown as being due on any Tax Returns. None of the Corporation or any of its Subsidiaries has received a refund of Taxes to which it was not entitled.

(c) No claims, suits, audits, assessments, reassessments, deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted or threatened with respect to material Taxes of the Corporation or any of its Subsidiaries and none of the Corporation or any of its Subsidiaries is a party to any material Proceeding for assessment or collection of Taxes and no such event has been asserted or threatened against the Corporation or any of its Subsidiaries or any of their respective assets.

(d) No claim has been made by any Governmental Entity in a jurisdiction where the

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Corporation or any of its Subsidiaries do not file Tax Returns that the Corporation or any of its Subsidiaries is or may be subject to Tax by that jurisdiction. None of the Corporation or any of its Subsidiaries is subject to Tax in any country other than its country of incorporation or formation by virtue of having a permanent establishment or other place of business.

(e) There are no Liens (other than the Corporation Permitted Liens) with respect to Taxes upon any of the assets of the Corporation or any of its Subsidiaries.

(f) The Corporation and each of its Subsidiaries have, (i) withheld or collected all amounts required by Law to be withheld or collected by them on account of Taxes and have remitted all such amounts to the appropriate Governmental Entity when required by Law to do so, and (ii) charged, collected and remitted on a timely basis (or made adequate provision for the payment of such amounts) all Taxes as required under applicable Law on any sale, supply or delivery, made by it.

(g) None of the Corporation or any of its Subsidiaries is bound by, is party to, or has any obligation under any Tax sharing, allocation, indemnification or similar agreement with respect to Taxes that could give rise to a payment or indemnification obligation (other than agreements among the Corporation and its Subsidiaries, and commercial agreements entered into in the Ordinary Course the primary subject of which is not Taxes).

(h) For all transactions between the Corporation or its Subsidiaries and any person who is not resident in Canada for purposes of the Tax Act with whom the Corporation or the Subsidiaries were not dealing at arm's length for purposes of the Tax Act, (i) neither of paragraphs 247(2)(a) or (c) apply to any such transactions, and (ii) the Corporation and each of its Subsidiaries have made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or comparable provisions of any other applicable legislation).

(i) No facts, circumstances or events exist or have existed that have resulted in, or may reasonably be expected to result in, the application of any of sections 15, 17, 67, or 78 of the Tax Act (or any similar provision of any other applicable Law) to the Corporation or any of its Subsidiaries.

(j) None of the Corporation or any of its Subsidiaries have engaged in any "reportable transaction" as defined in subsection 237.3(1) of the Tax Act (or any comparable provision of any other applicable Law) or any "notifiable transaction" as defined in subsection 237.4(1) of the Tax Act (or any comparable provision of any other applicable Law).

(k) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of material Taxes of, or the payment or remittance of material Taxes by, the Corporation or any of its Subsidiaries.

(l) No Tax ruling has ever been requested or issued by any Governmental Entity in respect of the Corporation or any of its Subsidiaries.

(m) Neither the Corporation nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) beginning after the Effective Time as a result of (i) any change in or use of an accounting method or use of an improper accounting method prior to the closing of the Arrangement, (ii) any reserves or deductions claimed, (iii) any settlement agreement or other similar arrangement with any Governmental Entity, (iv) any installment sale or open transaction made prior to the closing of the Arrangement, or (v) any prepaid amount

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received or deferred revenue or deferred gains accrued prior to the closing of the Arrangement.

(n) None of the Corporation or any of its Subsidiaries has any liability for Taxes of another Person (including, without limitation, under sections 159 or 160 of the Tax Act or any similar provision of an applicable Law of any province or territory of Canada).

(o) Based solely on Optiva Canada Inc.'s tax returns, the net capital loss and non-capital loss of Optiva Canada Inc. as of December 31, 2024 are as set out in Section 3.1(38)(o) of the Corporation Disclosure Letter and, except as described in Section 3.1(38)(o) of the Corporation Disclosure Letter, to the knowledge of the Corporation, as of the date hereof (i) the use of such losses is not subject to any incremental restriction beyond such limitations as are generally applicable to net capital losses and non-capital losses, as such terms re defined in the Tax Act, and (ii) there has been no decrease to the balance of such net capital loss and non-capital losses.

(p) Neither the Corporation nor any of its Subsidiaries has entered into any agreement or arrangement with any Governmental Entity in connection with Taxes that requires the Corporation or any of its Subsidiaries to take any action or refrain from taking any action, and neither the Corporation nor any of its Subsidiaries is a party to any agreement with any Tax authority that would be terminated or adversely affected as a result of the transactions contemplated by this Agreement.

(39) Non-Arm's Length Transactions.

Except for Contracts made solely among the Corporation and its Subsidiaries, there are no Contracts between the Corporation or its Subsidiary and any Person with whom the Corporation or its Subsidiary is not dealing, as of the date of this Agreement, at arm's length (within the meaning of the Tax Act), other than Contracts entered into in the Ordinary Course on terms not materially less favourable to the Corporation or its Subsidiary than are available from an arm's length party.

(40) Anti-Money Laundering, Anti-Terrorism and Sanctions Laws.

(a) To the knowledge of the Corporation, none of the Corporation, its Subsidiaries or any of their respective Representatives, and no Person directly or indirectly controlled by such persons under applicable Law by any of the foregoing:

(i) is, or is controlled by or is acting on behalf of, any Person that is currently the subject of any sanctions administered or enforced by the United States (including any sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce, and including, without limitation, the designation as a "specially designated national" or "blocked person"), Canada (including sanctions administered or enforced by Global Affairs Canada, the Royal Canadian Mounted Police or other relevant sanctions authorities), the European Union, Her Majesty's Treasury, the United Nations Security Council or other relevant sanctions authority (collectively, "Sanctions") (each such Person a "Designated Person") or

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the so-called Luhansk People's Republic and the territory it controls in the Luhansk oblast of Ukraine, the area of the Kherson oblast of Ukraine that is illegally occupied by the Russian Federation and the area of the Zaporizhzhia oblast of Ukraine that is illegally occupied by the Russian Federation and the Corporation and each of its Subsidiaries and their respective Representatives have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

(b) Each of Corporation, its Subsidiaries, and their respective Representatives are, and have been, in compliance in all material respects with applicable Sanctions Laws.

(c) The operations of each of Corporation and its Subsidiaries have been conducted in compliance in all material respects with Sanctions Laws and, to the knowledge of the Corporation, there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or Proceeding by or before any Governmental Entity, client, business partner or any arbitrator involving each of Corporation or any of its Subsidiaries or any of their respective Representatives, to the extent acting on behalf of Corporation or any of its Subsidiaries, with respect to Sanctions Laws or pending or threatened, and there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or Proceeding.

(d) To the knowledge of the Corporation, none of the Corporation, any of its Subsidiaries, or Representatives has possessed, used, transferred the possession of, sent or delivered to any Person or place, transported, transmitted, altered, disposed of or otherwise dealt with, in any manner or by any means, any property derived from crime or any proceeds of crime.

(e) The operations of the Corporation and each of its Subsidiaries are and have been conducted in compliance in all material respects with Money Laundering Laws and applicable financial recordkeeping and reporting requirements.

(f) Each of the Corporation and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with Sanctions Laws and Money Laundering Laws, including those for the detection, prevention and reporting of violations.

(g) Neither the Corporation nor any of its Subsidiaries has received any notice alleging that the Corporation, any of its Subsidiaries or any of their respective Representatives has violated any Sanctions Laws or Money Laundering Laws, and, to the knowledge of the Corporation, no condition or circumstances exist (including any ongoing Proceedings) that would form the basis of any such allegations.

(41) Corrupt Practices Legislation.

To the knowledge of the Corporation, none of Corporation, any of its Subsidiaries, nor any of their respective Representatives, to the extent acting on behalf of the Corporation or any of its Subsidiaries, have directly or indirectly, (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any Government Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, influence over such action, inaction or decision, or any improper advantage, or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, as amended, Title 18 United States Code Section 1956 and 1957 (US)

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or the Criminal Code (Canada) if applicable, or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Corporation or its Subsidiaries and their respective operations ((i) and (ii), collectively, the "Corporation No Corrupt Practices Representation"). The operations of Corporation and its Subsidiaries are and have been conducted in compliance in all material respects with the Corporation No Corrupt Practices Representation and to the knowledge of the Corporation, there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or Proceeding by or before any Governmental Entity or any arbitrator involving Corporation or any of its Subsidiaries with respect to the Corporation No Corrupt Practices Representation and to the knowledge of the Corporation, there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or Proceeding, nor has the Corporation or any of its Subsidiaries made any voluntary disclosure to any Governmental Entity relating to a material violation of the Corporation No Corrupt Practices Representation.

(42) Data Protection Laws.

(a) Each of the Corporation and its Subsidiaries has complied in all material respects with the requirements of all applicable Data Security and Privacy Requirements.

(b) Except as disclosed in Section 3.1(42)(b) of the Corporation Disclosure Letter:

(i) there are no current or unresolved requests for access to Personal Information by an individual that are outstanding for more than thirty (30) calendar days, unless otherwise exempted or a longer time is permitted under any Data Security and Privacy Requirements, nor is the Corporation or any of its Subsidiaries the subject of a complaint, audit, review, investigation or inquiry or similar Proceeding by a Governmental Entity, or a complaint or inquiry by an individual, made under any Data Security and Privacy Requirements;

(ii) neither the Corporation nor any of its Subsidiaries has been charged with or convicted of an offence for non-compliance with or breach of any Data Security and Privacy Requirements nor has the Corporation or any of its Subsidiaries been fined or otherwise sentenced for non-compliance with or breach of any Data Security and Privacy Requirements nor has the Corporation or any of its Subsidiaries settled any prosecution short of conviction for non-compliance with or breach of any Data Security and Privacy Requirements; and

(iii) to the knowledge of the Corporation, there are no facts or circumstances that would be reasonably likely to give rise to breach or alleged breach of, or non-compliance with, any Data Security and Privacy Requirements.

(c) As required by applicable Data Security and Privacy Requirements, the Corporation and each of its Subsidiaries have a Privacy Policy regarding the Processing of Personal Information in connection with the operation of the business of the Corporation and its Subsidiaries and are and have been in compliance with such Privacy Policy in all material respects. True and complete copies of Privacy Policies that are currently in effect and used by the Corporation or any of its Subsidiaries are disclosed in Section 3.1(42)(c) of the Corporation Disclosure Letter. The Corporation and its Subsidiaries have posted a Privacy Policy on all websites and any mobile applications owned or operated by or for the Corporation or any of its Subsidiaries that Process Personal Information.

(d) The Corporation and its Subsidiaries have established and implemented policies, programs and procedures that are in compliance in all material respects with applicable Data Security and Privacy Requirements.

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(e) To the knowledge of the Corporation, neither the Corporation nor its Subsidiaries have collected or received any Personal Information online from children under the age of thirteen (13) without verifiable consent of a parent or legal guardian, or directed any of their websites or applications to children under the age of thirteen through which such Personal Information could be obtained.

(f) Neither the Corporation nor any of its Subsidiaries sells, rents or otherwise makes available any Personal Information to any Person, except in a manner that complies in all material respects with the applicable Data Security and Privacy Requirements. The Corporation and the Subsidiaries have obtained written agreements from all third parties to whom it has provided, transferred, disclosed or made available any Personal Information that satisfy the requirements of applicable Data Security and Privacy Requirements.

(g) The Corporation and each of its Subsidiaries (i) have obtained all necessary rights, permissions, and consents to permit the transfer of Personal Information in connection with the transactions contemplated by this Agreement; and (ii) will, immediately following the Closing, continue to be permitted to Process Personal Information on terms substantially identical to those in effect as of the date of this Agreement.

(h) In relation to the collection, accepting, processing, storage or transmission of any credit cards, passwords, CVV data, or other related data by the Corporation or any of its Subsidiaries, the Corporation or the applicable Subsidiary have implemented data protection procedures, processes and systems that together meet in all material respects all applicable Data Security and Privacy Requirements as well as standards and guidelines established by the Payment Card Industry Standards Council (including the Payment Card Industry Data Security Standard).

(i) Except as disclosed in Section 3.1(42)(b)(i) of the Corporation Disclosure Letter, to the knowledge of the Corporation, neither the Corporation nor any of its Subsidiaries has experienced any Corporation Data Breach, any loss, or unauthorized access, disclosure, use or breach of security safeguards of any Personal Information in the Corporation's or any such Subsidiary's possession, custody or control, or otherwise held or processed on its behalf. Complete and to the extent they exist, accurate copies of all security audits and penetration test results conducted by or on behalf of the Corporation or any of its Subsidiaries since January 1, 2021 have been delivered to the Purchaser.

(43) Anti-Spam.

Each of the Corporation and its Subsidiaries is in compliance, in all material respects, with applicable Anti-Spam Laws.

(44) Customers and Suppliers.

(a) Section 3.1(44) of the Corporation Disclosure Letter contains a complete and accurate list setting forth (i) the top 10 customers of the business of the Corporation and its Subsidiaries (by revenue) for each of the fiscal years ended December 31, 2024 and December 31, 2023, and (ii) the top 10 suppliers or service providers of the business of the Corporation and its Subsidiaries (by expenditure) for the fiscal years ended December 31, 2024 and December 31, 2023 (the "Corporation Top Customers", and "Corporation Top Suppliers", as applicable). Since December 31, 2024, none of the Corporation Top Customers or Corporation Top Suppliers has indicated its intention to cease, materially decrease the rate or volume of, or materially increase or decrease the price of buying products and services from or to the Corporation or any of its Subsidiaries, materially reduce its business with the Corporation or any of its Subsidiaries or renegotiate any terms of any Contract with the Corporation or any of its Subsidiaries and, to the knowledge of the Corporation, no such action is pending or

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has been threatened. Since December 31, 2024, each of the Corporation Top Customers has paid their bills when due, in all material respects, and neither the Corporation nor any of its Subsidiaries has received notice of the change in control or ownership, bankruptcy, insolvency, winding-up or similar (or Proceedings in respect thereof) of any Corporation Top Customer, or Corporation Top Supplier. The Corporation has made available to the Purchaser complete and accurate copies of the written Contracts with each Corporation Top Customer, or Corporation Top Supplier and, other than such Contracts, to the knowledge of the Corporation, there are no other written Contracts or oral agreements with such customers.

(b) Since January 1, 2024, and as of the date hereof, no material disagreement, indemnity claim, claim for damages or other dispute has arisen between the Corporation Top Customers, or Corporation Top Suppliers on the one hand, and the Corporation or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Corporation or any of its Subsidiaries. None of the Corporation or any of its Subsidiaries has knowledge of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Corporation, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or default which is continuing under any of the Contracts between the Corporation or any of its Subsidiaries and any Corporation Top Customer, or Corporation Top Supplier.

(45) Export Control Laws.

To the knowledge of the Corporation, each of the Corporation and its Subsidiaries has conducted its export transactions in accordance with, in all material respects, applicable provisions of Canadian, U.S. and all applicable foreign export and re-export controls, including any rules or sanctions administered by Global Affairs Canada or the Bureau of Industry and Security of the U.S. Department of Commerce. Without limiting the foregoing: (i) each of the Corporation and its Subsidiaries has obtained all material export and import licenses, license exceptions and other consents, notices, waivers, approvals, Orders, other Authorizations, registrations, declarations and filings with any Governmental Entity required under Law for (A) the export, import and re-export of products, services, Software and technologies and (B) releases of technologies and Software to foreign nationals located abroad (collectively, "Material Export Approvals"); (ii) the Corporation and its Subsidiaries are in compliance with the terms of all applicable Material Export Approvals; (iii) there are no pending or, to the knowledge of the Corporation, threatened claims against the Corporation or any of its Subsidiaries with respect to such Material Export Approvals; (iv) to the knowledge of the Corporation, there are no actions, conditions or circumstances pertaining to the Corporation's or any of its Subsidiaries' export transactions that would reasonably be expected to give rise to any future claims; and (v) no Material Export Approvals for the transfer of export licenses to the Purchaser, any of its affiliates or the Corporation or any of its Subsidiaries are required, except for such Material Export Approvals that can be obtained expeditiously and without material cost. Neither the Corporation nor any of its Subsidiaries uses or develops, or engages in, encryption technology, technology with military applications, or other technology for which Material Export Approvals are required.

(46) Disclosure.

Except as set forth in Section 3.1(46) of the Corporation Disclosure Letter, true and complete copies of all documents listed in the Corporation Disclosure Letter have been made available in the Corporation Data Room.

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SCHEDULE E

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(1) Organization and Qualification.

The Purchaser and each of its Subsidiaries is a corporation or other entity duly incorporated or organized, as applicable, validly existing, and in good standing under the laws of the jurisdiction of its governing jurisdiction. The Purchaser, and each of its Subsidiaries, has all requisite power and authority, is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary, and holds all material Authorizations required to carry on its business as now conducted and to own, lease and operate its assets and business.

(2) Corporate Authorization.

The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement, the consummation of the Arrangement and the other transactions contemplated hereby, other than the Interim Order and the Final Order.

(3) Board Approval.

The Board has approved the execution and delivery of this Agreement and the transactions contemplated herein and no action has been taken to amend or supersede such approval.

(4) Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms subject only to (a) any limitation on enforcement under Laws relating to bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally, and (b) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(5) Governmental Authorization.

The execution, delivery of this Agreement by the Purchaser, and the performance of its and its Subsidiaries obligations hereunder and the consummation of the Arrangement and the other transactions contemplated hereby, do not require any Authorization or other action by or in respect of, or filing with or notification to, any Governmental Entity by the Purchaser or any of its Subsidiaries other than (a) any Required Regulatory Approvals, (b) the Interim Order, (c) the Final Order, (d) filings with the Director under the CBCA (including the Articles of Arrangement), and (e) customary filings with the Securities Authorities and the TSX.

(6) No Conflict/ Non-Contravention.

The execution and delivery of this Agreement by the Purchaser, and performance of its and its Subsidiaries' obligations hereunder and the consummation by the Purchaser and its Subsidiaries of the Arrangement and the other transactions contemplated hereby, assuming the satisfaction of all conditions set out in Article 5, do not and will not (or would not, with the giving of notice, the lapse of

time or the happening of any other event or condition (or combination thereof)):

(a) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Purchaser or any of its Subsidiaries;
(b) assuming receipt of the matters referred to in Paragraph (5) above, conflict with or result in a violation or breach of Law; or
(c) allow any Person to exercise any rights, require any consent or notice to or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Purchaser or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Purchaser Material Contract or any Authorization of the Purchaser or any of its Subsidiaries;

except, in the case of each of clauses (b) to (c), as would not be reasonable expected to, individually or in the aggregate, (x) have a Purchaser Material Adverse Effect or (y) prevent or materially impede the ability of the Purchaser to consummate the Arrangement and other transactions contemplated by this Agreement and the agreements and other documents to be entered into by the Purchaser hereunder.

(7) Capitalization.

(a) As of the date hereof, there are 24,013 Purchaser Shares issued and outstanding, and 17,452 Purchaser Shares held in treasury. On the Effective Date, as a result of the Pre-Closing Purchaser Share Reorganization, and immediately prior to the issuance of the Noteholder Share Consideration, there will be 38,454,400 Purchaser Class A Shares issued and outstanding and (unless cancelled with applicable Regulatory Approval) 17,452 Purchaser Class A Shares held in treasury, and 11,996 Purchaser Class B Shares issued and outstanding.
(b) As of the date hereof, there are 1,151 Purchaser Incentive Securities issued and outstanding which are convertible or exercisable into a maximum number of 1,151 Purchaser Shares, which Purchaser Incentive Securities expire on December 15, 2025. Except for such Purchaser Incentive Securities and as disclosed in Section 3.2(7)(b) of the Purchaser Disclosure Letter, there are no rights that are linked in any way to the price of any securities of, or to the value of or of any part of, or to any dividends or distributions paid on any securities of, the Purchaser or any of its Subsidiaries and there are no options, convertible securities or other rights, Contracts, plans (including any shareholder rights plan or poison pill), arrangements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring, or which may require, whether or not subject to conditions, the issuance, sale or transfer by the Purchaser or any of its Subsidiaries of any securities of the Purchaser or any of its Subsidiaries (including Purchaser Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of the Purchaser or any of its Subsidiaries.
(c) All of the issued and outstanding Purchaser Shares have been validly issued as fully paid and non-assessable. No Purchaser Shares have been issued in violation of any Law or any pre-emptive or similar rights applicable to them.
(d) All outstanding Purchaser Shares and Purchaser Incentive Securities have been duly authorized by the Board (or a duly authorized committee thereof) and have been issued or granted in accordance with, to the extent applicable, (i) all applicable Laws (including

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Securities Laws) and (ii) the Purchaser Incentive Plans.

(e) There are no outstanding contractual or other obligations of the Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of the Purchaser's or any Subsidiary's securities, or qualify securities for public distribution in Canada, the United States or elsewhere. Other than the Purchaser Shares, there are no securities or other instruments or obligations of the Purchaser or of any of its Subsidiaries that carry (or which is convertible into, or exchangeable for, securities having) the right to vote generally with the Purchaser Shareholders on any matter.

(f) Since January 1, 2025, there has been no dividend or distribution of any kind declared, paid or made by the Purchaser on the Purchaser Shares.

(8) Shareholders' and Similar Agreements.

Other than the Purchaser Shareholder Agreement, none of the Purchaser or any of its Subsidiaries is a party or subject to, or affected by, any unanimous shareholders agreement, shareholder agreement, pooling, voting, or other similar arrangement or understanding relating to the ownership or voting of any securities of the Purchaser or any of its Subsidiaries or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Purchaser or any of its Subsidiaries. To the knowledge of the Purchaser, other than the Purchaser Shareholder Support and Voting Agreements, there are no irrevocable proxies or voting Contracts with respect to any securities issued by the Purchaser or any of its Subsidiaries.

(9) Subsidiaries.

(a) A true and complete list of all Subsidiaries of the Purchaser is set out in Section 3.2(9)(a) the Purchaser Disclosure Letter, including: (i) its name, (ii) unless the Purchaser directly or indirectly owns all of the issued and outstanding shares and other interests (including partnership interests, however divided) of Subsidiary, the number, type and principal amount, as applicable, of its outstanding equity securities or other equity interests and a list of registered holders of securities, and (iii) its governing jurisdiction.

(b) No Subsidiary is in violation of its Constating Documents.

(c) Other than the Subsidiaries set out in Section 3.2(9)(a) of the Purchaser Disclosure Letter, the Purchaser has no direct or indirect Subsidiaries nor does it own any direct or indirect equity or voting interest of any kind in any Person.

(d) Except as disclosed in Section 3.2(9)(a) of the Purchaser Disclosure Letter, the Purchaser directly or indirectly owns all of the issued and outstanding shares and other interests (including partnership interests, however divided) of each of its Subsidiaries, free and clear of any Liens (other than Purchaser Permitted Liens), and all of the issued and outstanding shares or interests directly or indirectly owned by the Purchaser have been duly authorized and validly issued and are fully paid and non-assessable shares or interests, and no such shares or interests have been issued in violation of any pre-emptive or similar rights.

(e) There are no Contracts, arrangements or restrictions that require the Purchaser's Subsidiaries to issue, sell or deliver any shares or other interests, or any securities convertible into or exchangeable for, any shares or other interests.

(10) Securities Law Matters.

The Purchaser not a reporting issuer or equivalent thereof in any Canadian or foreign jurisdiction and is in compliance in all material respects with applicable Securities Laws.

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(11) Financial Statements.

(a) The audited consolidated financial statements for the years ended December 31, 2023 and December 31, 2024 (including, in each case, the notes or schedules to and the auditor's report on such financial statements) (i) were prepared or shall be prepared, as applicable, in accordance with IFRS, consistently applied throughout the periods referred to therein (except as expressly set forth in the notes thereto) and applicable Law, and (ii) fairly present or shall fairly present, as applicable, in all material respects, the assets, liabilities (whether accrued, absolute, contentment or otherwise), the consolidated financial position, results of operations or financial performance and cash flows of the Purchaser and its Subsidiaries as of their respective dates and for the periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements) and there have been no changes in accounting methods, policies, or practices of the Purchaser, any of its Subsidiaries since December 31, 2024 (except as may be expressly indicated in the notes to such financial statements).

(b) Other than as disclosed in Section 3.2(11)(b) of the Purchaser Disclosure Letter, Purchaser does not intend to correct or restate, nor is there any basis for any correction or restatement of, any aspect of any of the financial statements referred to in Paragraph (11)(a) above.

(c) Neither the Purchaser nor any Subsidiary is a party to or bound by, or has any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Purchaser and any Subsidiary, on the one hand, and any unconsolidated affiliate, on the other hand).

(d) The financial books, records and accounts of the Purchaser and each of its Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS, (ii) are stated in reasonable detail, (iii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of the Purchaser and its Subsidiaries, and (iv) accurately and fairly reflect the basis for the Purchaser's financial statements.

(12) Accounts Receivable.

All accounts receivable of the Purchaser and its Subsidiaries are bona fide and arm's length, result from sales of products and services in the Ordinary Course and have been properly recorded in the Ordinary Course in the financial books, records and accounts of the Purchaser and each of its Subsidiaries, and subject to reserves for doubtful accounts recorded in the Ordinary Course in the financial books, records and accounts of the Purchaser and each of its Subsidiaries and at a level consistent with the Purchaser's financial statements, are, to the knowledge of the Purchaser, good and collectible in full when due without any discount, set-off, compensation or counterclaim and without the need to resort to litigation.

(13) Minute Books.

The corporate minute books of the Purchaser and its Subsidiaries contain the minutes of all meetings and resolutions of their respective boards of directors and each committee thereof, have been maintained in accordance with good business practices and applicable Laws, and are complete and accurate, in all material respects.

(14) Auditors.

PricewaterhouseCoopers Oy is the current auditor of the Purchaser and is independent in respect of the Purchaser within the meaning of the rules of professional conduct applicable to the Purchaser's auditor.

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(15) No Undisclosed Liabilities.

Other than as disclosed in Section 3.2(15) of the Purchaser Disclosure Letter, there are no material liabilities, commitments, indebtedness or other obligations of any nature, whether accrued, contingent, absolute, determined, determinable, or otherwise, whether matured or unmatured, of the Purchaser or of any of its Subsidiaries of a type required to be reflected or reserved for on a balance sheet prepared in accordance with IFRS, other than material liabilities or obligations: (a) reflected on the consolidated balance sheet of the Purchaser as at June 30, 2025, (b) incurred in the Ordinary Course since the date of this Agreement (none of which results from, arises out of, or was caused by any breach of Purchaser Material Contract, or violation of Law, in each case, by the Purchaser or any of its Subsidiaries, or (c) reasonably incurred after June 30, 2025 in connection with this Agreement or the transactions contemplated hereby.

(16) Absence of Certain Changes or Events.

Since December 31, 2024, other than the transactions contemplated in this Agreement, the business of the Purchaser and its Subsidiaries has been conducted in the Ordinary Course and there has not been any event, occurrence, development or state of circumstances or facts which has had, or would be reasonably expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect. Since December 31, 2024, none of the Purchaser or any of its Subsidiaries has taken any action that, if taken after the date of this Agreement without the consent of the Corporation, would constitute a breach or violation of Section 4.2.

(17) Compliance with Laws.

The Purchaser and each of its Subsidiaries are, and since January 1, 2022 have been, in compliance in all material respects with applicable Laws. Neither the Purchaser nor any of its Subsidiaries or any of their respective directors or officers is under any investigation with respect to, has been convicted, charged or threatened to be charged with, or has received notice of, any violation or potential violation of any Law from any Governmental Entity.

(18) Authorizations and Licenses.

(a) The Purchaser and each of its Subsidiaries, lawfully own, possess and have obtained, and have complied with, all Authorizations that are required by Law (i) in connection with the operation of their businesses in the Ordinary Course, and (ii) in connection with the ownership, operation or use of their properties and assets, except, in each case, for those, the non-compliance with which, in the aggregate, would not materially impair the operation of the Purchaser's and its Subsidiaries' businesses. Each such Authorization is valid and in full force and effect in accordance with its terms and is renewable by its terms or in the Ordinary Course.

(b) To the knowledge of the Purchaser, no event has occurred which, with the giving of notice, lapse of time or both, would reasonably be expected to constitute a default under, or in respect of, any such Authorization.

(c) No Proceeding is pending, or to the knowledge of the Purchaser, threatened, in respect of or regarding any such Authorization and none of the Purchaser or any of its Subsidiaries or any of their respective directors and officers has received notice, whether written or oral, of revocation, non-renewal or material amendments of any such Authorization, or of the intention of any Person to revoke, refuse to renew or materially amend any such Authorization.

(d) In the last three (3) years, the Purchaser and Subsidiaries have not received written notice of any claim, dispute, grievance, arbitration, alternative dispute resolution

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process, lawsuit or Proceeding, nor is any such claim, dispute, grievance, arbitration, alternative dispute resolution process, lawsuit or Proceeding pending or, to the knowledge of the Purchaser and Subsidiaries, threatened, in each case that would reasonably be expected to result in the termination, revocation, suspension or restriction of any such Authorization or the imposition of any material fine, penalty or other sanctions for a material violation of any requirements or conditions relating to any such Authorization.

(e) Since January 1, 2023, the Purchaser and its Subsidiaries have timely filed all material reports required to be filed with Governmental Entities, and paid all material filing fees in connection therewith and such reports did not contain any misrepresentation at the time they were filed (after giving effect to any amendments filed before the date of this Agreement).

(19) Purchaser Material Contracts.

(a) Section 3.2(19)(a) of the Purchaser Disclosure Letter sets out a complete and accurate list of all Purchaser Material Contracts as of the date thereof. True, correct and complete copies thereof, including all material amendments, assignments and supplements thereto, have been provided in the Purchaser Data Room, and no such Purchaser Material Contract has, since such disclosure, been modified, rescinded or terminated.

(b) Each Purchaser Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Purchaser or one or more of its Subsidiaries, as applicable, and to the knowledge of the Purchaser, each other party thereto, in accordance with its terms, subject to any limitation on enforcement under Law relating to (i) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(c) The Purchaser and each of its Subsidiaries has performed in all material respects all respective obligations required to be performed by it to date under the Purchaser Material Contracts and neither the Purchaser nor any of its Subsidiaries is in breach or default under any Purchaser Material Contract, nor does the Purchaser have knowledge of any condition that with the passage of time or the giving of notice or both would result in such breach or default. None of the Purchaser and its Subsidiaries have repudiated any Purchaser Material Contract.

(d) Other than as disclosed in Section 3.2(19)(d) of the Purchaser Disclosure Letter, none of the Purchaser or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any breach or default under nor, to the knowledge of the Purchaser, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default which is continuing under any such Purchaser Material Contract by any other party to a Purchaser Material Contract.

(e) None of the Purchaser or any of its Subsidiaries has received any notice (whether written or oral), that any party to a Purchaser Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with the Purchaser or any of its Subsidiaries, and, to the knowledge of the Purchaser, no such action is pending or has been threatened.

(20) Restrictions on Conduct of Business.

None of the Purchaser or any of its Subsidiaries is a party to, or bound by, any non-competition agreement or any other Contract or any Order or Authorization of any Governmental Entity that purports to materially: (a) limit the manner or location in which the Purchaser or any of its Subsidiaries may

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conduct any line of business, (b) limit any business practice of the Purchaser or any of its Subsidiaries, or (c) restrict any acquisition or disposition of assets or property by the Purchaser or any of its Subsidiaries.

(21) Real Property.

(a) Neither the Purchaser nor any of its Subsidiaries owns any real property.

(b) Other than as disclosed in Section 3.2(21)(b) of the Purchaser Disclosure Letter, (i) the Purchaser or one of its Subsidiaries has valid and good leasehold title to the Purchaser Leased Properties free and clear of all Liens except for the Purchaser Permitted Liens and (ii) neither the Purchaser nor any of its Subsidiaries is bound by or subject to any agreement or option to own, any real property.

(c) Section 3.2(21)(c) of the Purchaser Disclosure Letter sets forth a complete and accurate list of all material Purchaser Leased Properties.

(d) With respect to all Purchaser Leased Properties: (i) each of the Purchaser and its Subsidiaries, as applicable, is in peaceable possession of its respective Purchaser Leased Property, (ii) each Purchaser Lease in respect thereof is in full force and effect and, to the knowledge of the Purchaser, is a legal, valid, binding obligation of, and is enforceable against, each other party thereto in accordance with its terms, subject to any limitation on enforcement under Law relating to (A) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors' rights, and (B) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and (iii) there is no event of breach of, dispute or default under, or any event which, with the giving of notice, the lapse of time or both, would become an event of default, under any such Purchaser Lease, and neither the Purchaser nor any of its Subsidiaries has received or delivered any notice of any material breach of, or default under, any such Purchaser Lease. Other than as disclosed in Section 3.2(21)(d) of the Purchaser Disclosure Letter, to the knowledge of the Purchaser, there is no breach of, or default under, any such Purchaser Lease by any other party thereto. All payments, including rents and additional rents, required to be made under the Purchaser Leases have been paid to date and no waiver, indulgence or postponement of any of the obligations of the Purchaser or its Subsidiaries has been granted by any party under such Purchaser Leases.

(e) All material accounts for materials, work and services performed or materials placed or furnished upon or in respect of construction at each of the Purchaser Leased Properties has been or will be fully paid on or prior to the due date of such accounts, or the Corporation has made arrangements with such contractor for payment in the Ordinary Course. All landlord's work contemplated by any Purchaser Lease has been completed consistently with the standards generally followed in the industry.

(f) No Person has any (i) option to purchase or lease, (ii) right of first opportunity, refusal or offer, (iii) other purchase or repurchase right, or (iv) any right or option to occupy, any Purchaser Leased Property or the Purchaser's and its Subsidiaries' interests therein, and neither the Purchaser nor its Subsidiaries has granted any right or privilege (whether by Law or Contract) capable of becoming a Contract, arrangement or understanding with any Person for the purchase, lease, sublease, license, assignment or other disposition of any of the material Purchaser Leased Properties or any right or interest therein.

(g) The Purchaser Leased Properties constitute all of the real property necessary to operate the business of the Purchaser and its Subsidiaries in the manner presently operated.

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(h) To the knowledge of the Purchaser, the Purchaser Leased Properties and all buildings, structures, improvements, fixtures and building systems thereon, are (i) in good condition and repair having regard to their use and age, (ii) sufficient for the operation of the business of the Purchaser and its Subsidiaries, as applicable, as presently conducted, and (iii) not currently undergoing any material repair, replacement or renovation (except in the Ordinary Course) and are adequate and suitable for the uses to which they are currently being put by the Purchaser and its Subsidiaries, as applicable.

(i) None of the Purchaser or any Subsidiary has received written notice of any material violation of, or any Order or direction, from any municipality, police department, fire department or sanitation, health or safety authorities with respect to any non-compliance with applicable Laws, including building and zoning by-laws and regulations, in respect of any Purchaser Leased Property.

(j) Other than as disclosed in Section 3.2(21)(j) of the Purchaser Disclosure Letter, there are no agreements with any real estate broker, leasing agent or other Person that entitles or will entitle such Person to any brokerage commission or payment or finder's fee from any of the Purchaser or Subsidiary as a result of the leasing, sub-leasing or licensing of any of the Purchaser Leased Property.

(k) To the knowledge of the Purchaser, there are no existing, pending or threatened condemnation proceedings or similar actions or casualties relating to any Purchaser Leased Property.

(22) Intellectual Property.

(a) Each item of Purchaser Intellectual Property is valid and subsisting and in full force and effect. The Purchaser Intellectual Property constitutes all Intellectual Property necessary to operate the business of the Purchaser and its Subsidiaries as currently conducted.

(b) To the knowledge of the Purchaser, the operations of the business of the Purchaser and Subsidiaries and the using, exploiting and practicing of the material Purchaser Intellectual Property is not infringing, misappropriating or otherwise violating any third-party Intellectual Property and has not infringed, misappropriated or otherwise violated any third-party Intellectual Property. The Purchaser has not received written or oral notice of any such infringement, misappropriation or violation.

(c) To the knowledge of the Purchaser, no third party (i) infringes, nor has infringed, any material Owned Intellectual Property or (ii) is committing, nor has committed, any misappropriation, passing off or actionable illegal acts in connection with the material Owned Intellectual Property.

(d) The Purchaser has taken commercially reasonable measures to protect and maintain the confidentiality of all trade secrets and other confidential or proprietary information used or held for use in connection with the operation of the business of the Purchaser as currently conducted.

(e) The Purchaser is not a party to any Contract pursuant to which any other Person has been granted by the Purchaser a license, sublicense, royalty agreement, assignment or any other authorization to use, exploit or practice any Owned Intellectual Property (including any option, right of first refusal or other preferential right or covenant not to be sued), in each case, other than outbound non-exclusive license, service or subscription or similar agreements entered into in the Ordinary Course.

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(f) The transactions contemplated by this Agreement will not (i) affect the rights of the Purchaser in or to any of its Owned Intellectual Property; (ii) trigger any additional obligations or liabilities relating to such Owned Intellectual Property; or (iii) otherwise detract from or adversely impact the full right and authority of the Corporation and its Subsidiaries to commercialize its Owned Intellectual Property.

(g) The Business Systems, whether owned, leased or otherwise used by the Purchaser that are material to the operation of its business (i) are sufficient to conduct the business of the Purchaser in the Ordinary Course, (ii) operate and perform in all material respects in accordance with their documentation and functional specifications and otherwise as required by the Purchaser to conduct its business in the Ordinary Course, and (iii) to the knowledge of the Purchaser have not malfunctioned or failed in any material respect that would cause a material adverse effect to the Purchaser within the three (3)-year period immediately preceding the date of this Agreement. To the knowledge of the Corporation, in the past three (3) years, no Person that is not employed or contracted by the Purchaser has gained unauthorized access to any material Business Systems that are material to the operation of the Purchaser's business. The Purchaser has in respect of the Business Systems that are material to the operation of its business, implemented and maintained reasonable and sufficient backup and disaster recovery technology consistent with industry standards and practices of companies offering similar services.

(h) The Purchaser has implemented and maintains an information security program including documented cybersecurity measures and policies that comply in all material respects with all Data Security and Privacy Requirements.

(i) The Purchaser has implemented and maintains such information security program to reduce likelihood of deficiency in the Purchaser's cybersecurity measures or policies that could reasonably result in a Purchaser Data Breach. The Purchaser has performed Security Risk Assessments no less frequently than annually for the past three (3) years and has addressed, mitigated and/or fully remediated all critical priority threats and deficiencies identified in each Security Risk Assessment.

(j) As of the Effective Date and continuously for a period of not less than twenty-four (24) months prior to the Effective Date, the Purchaser has maintained a valid and current certification under the ISO/IEC 27001 standard for Information Security Management Systems (ISMS), issued by an accredited certification body recognized under the International Accreditation Forum (IAF). The Purchaser has not received any written notice of non-compliance, suspension, or revocation of its ISO 27001 certification, nor does it have knowledge of any facts or circumstances that would reasonably be expected to result in the suspension or revocation of such certification.

(k) The Purchaser has obtained all material approvals required by Law from the applicable Governmental Entity in all jurisdictions where the Purchaser has granted licenses to material Software owned by the Purchaser.

(l) To the knowledge of the Purchaser, there are no material problems or defects in the material Software owned by the Purchaser to operate materially as described in the related documentation, and such Software operates in all material respects in accordance with its documentation and specifications.

(m) The Purchaser has taken commercially reasonable measures, consistent with industry practice of companies offering similar services, to prevent the introduction into any material Software owned by the Purchaser or any Business System of any "back door", "drop dead device", "time bomb", "Trojan horse", "virus", "worm", "spyware" "malware" or "adware" (as such terms are commonly understood in the software industry) or any

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other code designed or intended to have, or capable of performing or facilitating, any of the following functions: (i) disrupting, disabling, harming, or providing unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromising the privacy or data security of a user or damaging or destroying any data or file without a user's consent.

(n) The Purchaser has complied in all material respects with the requirements of all applicable Data Security and Privacy Requirements.

(o) To the knowledge of the Purchaser, it has not experienced any Purchaser Data Breach, any loss, or unauthorized access, disclosure, use or breach of security safeguards of any Personal Information in the Purchaser's possession, custody or control, or otherwise held or processed on its behalf that would cause a material adverse effect to the Purchaser.

(p) The Purchaser is in compliance, in all material respects, with applicable Anti-Spam Laws.

(23) Customers and Suppliers.

(c) Section 3.2(23) of the Purchaser Disclosure Letter contains a complete and accurate list setting forth (i) the top 10 customers of the business of the Purchaser and its Subsidiaries (by revenue) for the fiscal year ended December 31, 2024 (the "Purchaser Top Customers"), and (ii) the top 10 suppliers or service providers of the business of the Purchaser and its Subsidiaries (by expenditure) for the fiscal year ended December 31, 2024 (the "Purchaser Top Suppliers"). Since December 31, 2024, none of the Purchaser Top Customers or Purchaser Top Suppliers has indicated its intention to cease, materially decrease the rate or volume of, or materially increase or decrease the price of buying products and services from or to the Purchaser or any of its Subsidiaries, materially reduce its business with the Purchaser or any of its Subsidiaries or renegotiate any terms of any Contract with the Purchaser or any of its Subsidiaries and, to the knowledge of the Purchaser, no such action is pending or has been threatened. Since December 31, 2024, except as disclosed in Section 3.2(23) of the Purchaser Disclosure Letter, each of the Purchaser Top Customers has paid their bills when due, in all material respects, and neither the Purchaser nor any of its Subsidiaries has received notice of the change in control or ownership, bankruptcy, insolvency, winding-up or similar (or Proceedings in respect thereof) of any Purchaser Top Customer, or Purchaser Top Supplier. The Purchaser has made available to the Purchaser complete and accurate copies of the written Contracts with each Purchaser Top Customer, or Purchaser Top Supplier and, other than such Contracts, to the knowledge of the Purchaser, there are no other written Contracts or oral agreements with such customers.

(d) Since January 1, 2024, and as of the date hereof, no material disagreement, indemnity claim, claim for damages or other dispute has arisen between the Purchaser Top Customers, or Purchaser Top Suppliers on the one hand, and the Purchaser or its Subsidiaries, on the other hand, with respect to the business relationship or any agreements between such customers or suppliers and the Purchaser or any of its Subsidiaries. None of the Purchaser or any of its Subsidiaries has knowledge of, or has received any notice (whether written or oral) of, any material breach or default under nor, to the knowledge of the Purchaser, does there exist any condition which with the passage of time or the giving of notice or both would result in such a material breach or default which is continuing under any of the Contracts between the Purchaser or any of its Subsidiaries and any Purchaser Top Customer, or Purchaser Top Supplier.

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(24) Litigation.

(a) There is no Proceeding in effect or ongoing or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser or any of its Subsidiaries, the business of the Purchaser or any of its Subsidiaries or affecting any of their respective current or former properties or assets, by or before any Governmental Entity that, if determined adverse to the interests of the Purchaser or its Subsidiaries, (i) would have, or would reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect, (ii) would prevent, hinder or delay the consummation of the Arrangement, or (iii) would materially affect the Purchaser's ability to own or operate the business of the Purchaser and its Subsidiaries; nor to the knowledge of the Purchaser are there any events or circumstances which could reasonably be expected to give rise to any such Proceeding.

(b) There is no bankruptcy, liquidation, dissolution, winding-up or other similar Proceeding pending or in progress, or, to the knowledge of the Purchaser, threatened against or relating to the Purchaser or any of its Subsidiaries before any Governmental Entity.

(c) Neither the Purchaser nor any of its Subsidiaries is subject to any outstanding Order which has had or is reasonably likely to have, a Purchaser Material Adverse Effect or which would prevent or delay the consummation of the Arrangement, or any other transaction contemplated by this Agreement.

(25) Employees.

(a) All amounts due or accrued to the Employees, contractors and consultants of the Purchaser and its Subsidiaries for all salary, wages, bonuses, incentive compensation, deferred compensation, commissions, vacation with pay, sick days, overtime, and benefits under Purchaser Employee Plans and other similar accruals have either been paid or are accrued and accurately reflected in the books and records of the Purchaser and its Subsidiaries. All liabilities of the Purchaser or any of its Subsidiaries due or accruing due to their Employees, contractors and consultants have or shall have been paid or accrued and accurately reflected in the books and records of the Purchaser and its Subsidiaries to the Effective Time.

(b) No allegations of workplace harassment (including sexual or psychological harassment), workplace violence or discrimination have been made against any director, officer or executive-level employee of the Purchaser or any of its Subsidiaries. Within the past three (3) years, the Purchaser and each of its Subsidiaries have promptly, thoroughly and impartially investigated all workplace harassment (including sexual or psychological harassment) and workplace violence allegations and claims relating to current and former Employees in accordance with the applicable workplace safety legislation. With respect to each such allegation or claim with potential merit, the Purchaser and its Subsidiaries have taken prompt corrective action that is reasonably calculated to prevent further workplace harassment (including sexual or psychological harassment) and workplace violence in accordance with the applicable workplace safety legislation. The Purchaser and its Subsidiaries do not expect any material liability with respect to any such allegations.

(c) The Purchaser and its Subsidiaries are in compliance in all material respects with all applicable terms and conditions of employment and with all applicable Laws respecting labour, immigration and employment matters, including employment standards, pay equity, employment equity, worker classification, work permits/authorizations, wages, hours of work, vacation pay and other paid time off, accessibility, Employment Insurance, discrimination, harassment (including sexual harassment), accessibility, reprisal, leave of absence, equal opportunity, overtime pay, employment and labour standards, labour relations, privacy, workers' compensation, human rights and occupational health and safety. No material Proceedings with respect to any such Law relating to the Purchaser or

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any of its Subsidiaries is in progress or pending or, to the knowledge of the Purchaser, threatened and there is no basis for any such material Proceeding, and nor has any such material Proceeding occurred within the past three (3) years.

(d) There are no material outstanding decisions, Orders, charges, tickets, notices, settlements or pending settlements, assessments, penalties, fines, Liens, charges, surcharges, or other amounts due or owing pursuant to any applicable Laws respecting labour, immigration and employment matters, including employment standards, workers' compensation or workplace safety and insurance Laws owing by the Purchaser or any of its Subsidiaries, and neither the Purchaser nor any of its Subsidiaries has been assessed or reassessed in any material respect under such legislation during the past three (3) years. No material Proceeding involving the Purchaser or any of its Subsidiaries is currently in progress or pending or, to the knowledge of the Purchaser, threatened, pursuant to any applicable workers' compensation or workplace safety and insurance Laws. There are no Proceedings, potential Proceedings, accidents or incidents which could materially adversely affect the accident cost experience in respect of the Purchaser or any of its Subsidiaries or workers compensation premiums or other amounts which may be owed under such Laws by the Purchaser or any of its Subsidiaries. All costs, experience rating assessments or other assessments or other liabilities under workers' compensation Laws or other legislation relating to industrial accident and/or occupational disease claims applicable to the Purchaser or any of its Subsidiaries have been paid or accrued in all material respects and there has not been any special or penalty charge or assessment under those legislation against any the Purchaser or any of its Subsidiaries within the past three (3) years.

(e) There are no material charges pending under OHSA in respect of or relating to the Purchaser or any of its Subsidiaries, and there are no appeals of any Orders under OHSA applicable to the Purchaser or any of its Subsidiaries currently outstanding. The Purchaser and each of its Subsidiaries have complied in all material respects with any Orders issued under OHSA, and have developed and implemented policies and training for their Employees, including with respect to harassment, OHSA and accessibility for people with disabilities requirements.

(f) To the knowledge of the Purchaser, there are no managerial or key Employee, and no group of Employees, of the Purchaser or any of its Subsidiaries who have any plans to terminate his, her or their employment with the Purchaser and its Subsidiaries.

(26) Collective Agreements.

There is no labour strike, dispute, lock-out, concerted refusal to work overtime, work slowdown, stoppage or similar labour activity or organizing campaign in progress or pending or, to the knowledge of the Purchaser, threatened, involving the Purchaser and/or any of its Subsidiaries.

(27) Employee Plans

(a) Section 3.2(27)(a) of the Purchaser Disclosure Letter lists all Employee Plans of the Purchaser.

(b) Each Employee Plan has been established, communicated, administered and, as applicable, registered and invested in all material respects in accordance with applicable Laws and in accordance with its terms. No fact or circumstance exists that could adversely affect, as applicable, the registered status of any registered Employee Plan or the preferential Tax treatment ordinarily accorded to such Employee Plan.

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welfare benefits, and neither the Purchaser nor any of its Subsidiaries has ever contracted with any employee that such employee would be provided with post-termination or retiree health and welfare benefits.

(a) None of the Purchaser nor any Subsidiaries is an "ERISA Affiliate" in respect of any Employee Plan within the meaning of the Employee Retirement Income Security Act of 1974 (U.S.), nor is any claim or allegation respecting "ERISA Affiliate" status pending or threatened.

(b) All outstanding Purchaser Incentive Securities have been granted or issued in compliance with the terms of the Purchaser Incentive Plans, and have been recorded in the Corporation's financial statements in accordance with IFRS, and no such grants involved any "back dating," "forward dating," "spring loading" or similar concept.

(28) Insurance.

(a) Each of the Purchaser and its Subsidiaries is insured by reputable third-party insurers with reasonable and prudent policies appropriate for the size and nature of the business of the Purchaser and its Subsidiaries and their respective assets, taken as a whole, consistent with industry practice.

(b) Each material insurance policy held by the Purchaser or any of its Subsidiaries is in full force and effect in accordance with its terms, and neither the Purchaser nor any of its Subsidiaries is in default under the terms of any such policy. There have not been any proposed or threatened termination of, or material premium increase with respect to, any such policies. Neither the Purchaser nor any of its Subsidiaries have received notice that any material claim pending under any insurance policy of the Purchaser or its Subsidiaries has been denied, rejected, questioned or disputed by any insurer, or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims. All material Proceedings covered by any insurance policy of the Purchaser or any of its Subsidiaries have been properly reported to and accepted by the applicable insurer.

(29) Taxes.

(a) The Purchaser and each of its Subsidiaries have duly and timely filed with the appropriate Governmental Entity all income and other material Tax Returns required by Law to be filed by them and all such Tax Returns are complete and correct in all material respects.

(b) The Purchaser and each of its Subsidiaries have paid as required by applicable Law, on a timely basis, all Taxes which are due and payable by them and all assessments and reassessments, including instalments on account of Taxes for the current Tax year, as required by Law, whether or not shown as being due on any Tax Returns or assessed by the appropriate Governmental Entity, other than those which are being or have been contested in good faith by appropriate Proceedings and in respect of which adequate reserves have been provided in the most recently published consolidated financial statements of the Purchaser (where required in accordance with applicable accounting standards). The Purchaser and its Subsidiaries have provided adequate accruals in accordance with applicable accounting rules in the most recently published consolidated financial statements of the Purchaser for any Taxes of the Purchaser and each of its Subsidiaries for the period covered by such financial statements that have not been paid, whether or not shown as being due on any Tax Returns. None of the Purchaser or any of its Subsidiaries has received a refund of Taxes to which it was not entitled.

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adjustments or matters in controversy exist or have been asserted or threatened with respect to material Taxes of the Purchaser or any of its Subsidiaries and none of the Purchaser or any of its Subsidiaries is a party to any material Proceeding for assessment or collection of Taxes and no such event has been asserted or threatened against the Purchaser or any of its Subsidiaries or any of their respective assets.

(d) No claim has been made by any Governmental Entity in a jurisdiction where the Purchaser or any of its Subsidiaries do not file Tax Returns that the Purchaser or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.

(e) There are no Liens (other than the Purchaser Permitted Liens) with respect to Taxes upon any of the assets of the Purchaser or any of its Subsidiaries.

(f) The Purchaser and each of its Subsidiaries have, (i) withheld or collected all amounts required by Law to be withheld or collected by them on account of Taxes and have remitted all such amounts to the appropriate Governmental Entity when required by Law to do so, and (ii) charged, collected and remitted on a timely basis (or made adequate provision for the payment of such amounts) all Taxes as required under applicable Law on any sale, supply or delivery, made by it.

(g) The Purchaser and each of its Subsidiaries are in compliance in all material respects with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology and conducting intercompany transactions at arm's length.

(h) There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of material Taxes of, or the payment or remittance of material Taxes by, the Purchaser or any of its Subsidiaries.

(i) None of the Purchaser or any of its Subsidiaries has any liability for Taxes of another Person.

(30) Anti-Money Laundering, Anti-Terrorism and Sanctions Laws.

(a) Neither the Purchaser nor any of its Subsidiaries nor, to the knowledge of the Purchaser, any of their respective Representatives and no Person directly or indirectly controlled under applicable Law by any of the foregoing:

(i) is, or is controlled by or is acting on behalf of, any Designated Person.

(ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that prohibit dealings with that country or territory, including, without limitation, Cuba, Sudan, Syria, Iran, Russia, Belarus, North Korea, the Crimea Region of Ukraine, the so-called Donetsk People's Republic and the territory it controls in the Donetsk oblast of Ukraine, the so-called Luhansk People's Republic and the territory it controls in the Luhansk oblast of Ukraine, the area of the Kherson oblast of Ukraine that is illegally occupied by the Russian Federation and the area of the Zaporizhzhia oblast of Ukraine that is illegally occupied by the Russian Federation and the Purchaser and each of its Subsidiaries and their respective Representatives have not knowingly engaged in, are not now knowingly engaged in, and will not engage in, any dealings or transactions with any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.

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(b) Each of Purchaser, its Subsidiaries, and their respective Representatives are, and have been, in compliance, in all material respects with applicable Sanctions Laws.

(c) The operations of each of Purchaser and its Subsidiaries have been conducted in compliance in all material respects with Sanctions Laws and to the knowledge of the Purchaser, there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or Proceeding by or before any Governmental Entity, client, business partner or any arbitrator involving each of the Purchaser or any of its Subsidiaries or any of their respective Representatives, to the extent acting on behalf of the Purchaser or any of its Subsidiaries, with respect to Sanctions Laws or pending or threatened, and there are no circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or Proceeding.

(d) To the knowledge of the Purchaser, none of the Purchaser, any of its Subsidiaries, or Representatives has possessed, used, transferred the possession of, sent or delivered to any Person or place, transported, transmitted, altered, disposed of or otherwise dealt with, in any manner or by any means, any property derived from crime or any proceeds of crime.

(e) The operations of the Purchaser and each of its Subsidiaries are and have been conducted in compliance in all material respects with Money Laundering Laws and applicable financial recordkeeping and reporting requirements.

(f) Each of the Purchaser and its Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance with Sanctions Laws and Money Laundering Laws, including those for the detection, prevention and reporting of violations.

(g) Neither the Purchaser nor any of its Subsidiaries has received any notice alleging that the Purchaser, any of its Subsidiaries or any of their respective Representatives has violated any Sanctions Laws or Money Laundering Laws, and, to the knowledge of the Purchaser, no condition or circumstances exist (including any ongoing Proceedings) that would form the basis of any such allegations.

(31) Corrupt Practices Legislation.

(a) None of Purchaser, any of its Subsidiaries, nor any of their respective Representatives, to the extent acting on behalf of the Purchaser or any of its Subsidiaries, have directly or indirectly, (i) offered, promised, made or authorized, or agreed to offer, promise, make or authorize, any contribution, expense, payment or gift of funds, property or anything else of value to or for the use or benefit of any Government Official for the purpose of securing action or inaction or a decision of a Governmental Entity or a Government Official, influence over such action, inaction or decision, or any improper advantage, or (ii) taken any action which is or would be otherwise inconsistent with or prohibited by the Corruption of Foreign Public Officials Act (Canada), the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) or the United States Foreign Corrupt Practices Act of 1977, as amended, Title 18 United States Code Section 1956 and 1957 (US) or the Criminal Code (Canada) if applicable, or the rules and regulations promulgated thereunder or under any other legislation of any relevant jurisdiction covering a similar subject matter applicable to Purchaser or its Subsidiaries and their respective operations ((i) and (ii), collectively, the "Purchaser No Corrupt Practices Representation"). The operations of Purchaser and its Subsidiaries are and have been conducted at all times in compliance with the Purchaser No Corrupt Practices Representation and there has been no suit, action, investigation (including any internal investigation), inquiry, litigation or Proceeding by or before any Governmental Entity or any arbitrator involving Purchaser or any of its Subsidiaries with respect to the Purchaser No Corrupt Practices Representation and there are no

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circumstances likely to lead or give rise to any such suit, action, investigation, inquiry, litigation or Proceeding, nor has the Purchaser or any of its Subsidiaries made any voluntary disclosure to any Governmental Entity relating to a violation of the Purchaser No Corrupt Practices Representation.

(b) The Purchaser and its Subsidiaries (i) maintain their books and records in a manner that, in reasonable detail, accurately and fairly reflects the transactions and disposition of their assets, and (ii) maintain a system of internal accounting controls sufficient to provide reasonable assurances that: (A) transactions are executed and access to assets is given only in accordance with management's authorization, (B) transactions are recorded as necessary to permit preparation of periodic financial statements and to maintain accountability of corporate assets, and (C) recorded assets are compared with existing assets at reasonable intervals and appropriate action is taken with respect to any discrepancies between recorded and actual assets.

(32) Source of Funds.

The Purchaser will have at the Effective Time sufficient funds available to it through cash on hand to fund the entirety its obligations under Section 2.9 and to satisfy all other obligations payable by the Purchaser pursuant to this Agreement and the Arrangement.

(33) Share and Warrant Consideration.

(a) All Noteholder Share Consideration will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Class A Shares. Subject to the receipt of the Required Purchaser Shareholder Approval, the issuance and sale of the Purchaser Class A Shares will not be subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase Purchaser Shares, Purchaser Class A Shares or Purchaser Class B Shares and will not result in a right of any holder of the Purchaser's securities to adjust the exercise, conversion, exchange or reset price under, and will not result in any other anti-dilution or other adjustments (automatic or otherwise) under, any securities of the Purchaser.

(b) The Warrants to be issued will, when issued in accordance with the terms of this Agreement, be duly and validly created and issued. The Purchaser Class A Shares underlying the Warrants will, upon issuance of the Warrants pursuant to the terms of this Agreement, duly and validly authorized and reserved for issuance and, upon issuance thereof in accordance with the terms of the Warrants and receipt by the Purchaser of the exercise price therefor, such Purchaser Class A Shares will be duly and validly issued as fully paid and non-assessable.

(c) The New Notes to be issued will, when issued in accordance with the terms of this Agreement, be duly and validly created and issued and binding on and enforceable against the Purchaser in accordance with their terms.

(34) Formal Valuation Exemption

(a) The Purchaser reasonably believes, after reasonable inquiry, that at the time of the entering into each of the Corporation Shareholder Support and Voting Agreement (i) each of Maple Rock and OceanLink had full knowledge of and access to information concerning the Corporation and its securities, and (ii) any factors peculiar to each of Maple Rock and OceanLink, including non financial factors, that were considered relevant by each of Maple Rock and OceanLink in assessing the Corporation Shareholder Consideration did not have the effect of reducing the price that would otherwise have been considered acceptable by each of Maple Rock and OceanLink;

E-16

(b) As of the date hereof, the Purchaser does not know, and at the time of execution of the each of the Corporation Shareholder Support and Voting Agreements for Maple Rock and OceanLink, the Purchaser did not know, of any material information in respect of the Corporation and its securities that (i) had not been generally disclosed, and (ii) if disclosed, could have reasonably been expected to increase the Corporation Shareholder Consideration; and

(d) The Purchaser acknowledges that the Corporation is relying on the representations in this Paragraph (34) for purposes of availing itself of the "previous arm's length negotiations" exemption from the formal valuation requirement set forth in Section 4.4(1)(b) of MI 61-101.

(35) Ownership of Securities.

As of the date hereof, the Purchaser does not beneficially own, or exercise control or direction over, any securities of the Corporation.

(36) Investment Canada

The Purchaser is (i) not a non-Canadian or (ii) not a state-owned enterprise, and is a trade agreement investor, all within the meaning of the Investment Canada Act, R.S.C., 1985, c. 28 (1st Supp.).

(37) Competition Act.

The Purchaser and its Subsidiaries do not have assets in Canada that exceed $93 million or gross revenues from sales in, from, or into Canada that exceed $93 million, all as determined in accordance with the Competition Act and its regulations.

(38) Export Control Laws.

To the knowledge of the Purchaser, each of the Purchaser and its Subsidiaries has conducted its export transactions in accordance with, in all material respects, applicable provisions of U.S., European and all applicable foreign export and re-export controls, including any rules or sanctions administered by the Bureau of Industry and Security of the U.S. Department of Commerce and applicable Governmental Entity in Europe. Without limiting the foregoing: (i) each of the Purchaser and its Subsidiaries has obtained all Material Export Approvals; (ii) the Purchaser and its Subsidiaries are in compliance in all respects with the terms of all applicable Material Export Approvals; (iii) there are no pending or, to the knowledge of the Purchaser, threatened claims against the Purchaser or any of its Subsidiaries with respect to such Material Export Approvals; and (iv) to the knowledge of the Purchaser, there are no actions, conditions or circumstances pertaining to the Purchaser's or any of its Subsidiaries' export transactions that would reasonably be expected to give rise to any future claims. Neither the Purchaser nor any of its Subsidiaries uses or develops, or engages in, encryption technology, technology with military applications, or other technology for which Material Export Approvals are required.

(39) Disclosure.

Except as set forth in Section 3.2(39) of the Purchaser Disclosure Letter, true and complete copies of all documents listed in the Purchaser Disclosure Letter have been made available in the Purchaser Data Room.

E-17

F-1

SCHEDULE F

TERM SHEET FOR NEW NOTES

See attached.

TERM SHEET

NEW NOTE INDENTURE

Set forth below in this term sheet (this "Term Sheet") is a summary of the principal terms and conditions for the New Note Indenture (as defined in the arrangement agreement to which this Term Sheet is attached, the "Arrangement Agreement"). Capitalized terms not otherwise defined in this Term Sheet shall have the respective meanings assigned to such terms in the Arrangement Agreement or in Schedule A attached hereto.

Issuer:
Qvantel Oy (business identity code 2058080-7), a corporation existing under the laws of Finland (the "Issuer").

Guarantors:
All obligations under the Indenture (defined below) shall be fully and unconditionally guaranteed by each of the Issuer's existing and future subsidiaries necessary to satisfy each of the following conditions (collectively, the "Guarantors" and each a "Guarantor" and together with the Issuer, the "Note Parties"):

(i) Each subsidiary which holds $\geq 10\%$ of Consolidated Total Assets (as defined below) of the Issuer, and all of its subsidiaries, shall be a Guarantor;

(ii) Each subsidiary which accounts for $\geq 10\%$ of Consolidated Total Revenue (as defined below) of the Issuer, and all of its subsidiaries, shall be a Guarantor;

(iii) At all times, the Note Parties shall hold not less than $90\%$ of the Consolidated Total Assets of the Issuer and all of its subsidiaries; and

(iv) At all times, the Note Parties shall account for not less than $90\%$ of the Consolidated Total Revenue of the Issuer and all of its subsidiaries.

Trustee:
[NAME OF INSTITUTION]¹ (in such capacity, the "Trustee").

Collateral Agent:
[NAME OF INSTITUTION]² (in such capacity, the "Collateral Agent").

Holders:
The holders of Optiva Inc.'s $9.75\%$ secured PIK toggle notes to whom the New Notes are issued pursuant to the Arrangement (collectively, the "Holders").

Closing Date:
The Effective Date.

Closing Conditions:
In addition to those conditions set out in Article 6 of the Arrangement Agreement, Schedule B hereto sets out certain additional conditions to be satisfied by the Purchaser (or waived by the Corporation, with the consent of the Required Holders) on or before the Effective Time.

¹ To be acceptable to the Issuer and the Required Holders, acting reasonably.
² To be acceptable to the Issuer and the Required Holders, each acting reasonably.

Documentation Principles:

The New Note Indenture shall be, except as otherwise set forth herein, substantially consistent with the senior secured notes indenture dated as of July 20, 2020 (the "Existing Indenture") among Optiva Inc., as issuer, and Computershare Trust Company of Canada, as trustee and collateral agent, and each of the guarantors party thereto; provided that, modifications will be made to such documentation to reflect the organizational structure and laws applicable to the Issuer and Note Parties.

New Notes:

The New Notes (as defined in the Arrangement Agreement), being the 8.25% floating rate senior secured notes in the aggregate principal amount of US$25,000,000, subject to adjustment pursuant to the terms of the Arrangement Agreement. The New Notes shall be held through the facilities of The Canadian Depository for Securities Limited ("CDS") and all payments to be made to the Purchasers shall be transacted through CDS. Additional New Notes may be issued under the Indenture (which shall rank pari passu with the initial New Notes and shall be consolidated with and form a single class with the initial New Notes and shall have the same terms as the initial New Notes (other than issue date)) as (i) consideration to repurchase shares of the Issuer as described in the Section "Marketing and Repurchase of Shares"; and/or (ii) for the payment of interest as described in the Section "PIK Interest".

Maturity and Amortization:

The New Note Indenture shall mature on the fifth anniversary of the Effective Date (the "Maturity Date").

The New Notes and all other amounts outstanding under the New Note Indenture shall be repaid in full on the Maturity Date.

Interest:

Interest Rate: The New Notes will bear interest at a rate per annum equal to the Reference Rate plus the Margin.

Reference Rate: Compounded SOFR, which is a compounded average of daily Secured Overnight Financing Rate ("SOFR"), determined by reference to the SOFR Index; provided that, compounded SOFR shall not be less than zero.

Margin: $x$ basis points, where $x$ is determined by the following formula: $8.25\%$ less either (to be agreed by the Issuer and the Required Holders, each acting reasonably) (i) compounded SOFR, or (ii) the average of SOFR, in either case for the consecutive 90-day period ending on the date that is two Business Days before the Effective Date. If $x$ is less than zero it shall be deemed to be zero.

Interest Payment Dates: Interest on the New Notes will accrue from the Effective Date with the first interest payment to be due on the first anniversary of the Effective Date, semi-annually thereafter (provided that (i) the Issuer shall have the option, in its sole discretion, prior to the Effective Time, to decide that interest shall instead be paid quarterly, and (ii) prior to the Effective Date, the Required Holders shall have the option to decide that interest shall instead be paid quarterly if, in consultation with the Calculation Agent and the Issuer, it is determined that quarterly payments of interest are required to

facilitate the accurate and/or administratively feasible usage of Compounded SOFR as the Reference Rate).

Interest Period: The period commencing on any Interest Payment Date (or, with respect to the initial interest period only, commencing on the issue date) to, but excluding, the next succeeding Interest Payment Date, and in the case of the last such period, from and including the Interest Payment Date immediately preceding the maturity date to, but not including, the maturity date of the New Notes.

SOFR Index Observation Period: In respect of each Interest Period, the period from, and including, the date two U.S. Government Securities Business Days preceding the first date in such Interest Period to, but excluding, the date two U.S. Government Securities Business Days preceding the Interest Payment Date for such Interest Period.

U.S. Government Securities Business Day: Any day except for a Saturday, a Sunday or a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities.

Calculation Agent: [●]³

Interest will be calculated on the basis of the actual number of days elapsed in a 360-day year.

Default Interest:

Overdue amounts under the New Note Indenture shall bear interest at 2% above the otherwise applicable rate. All such interest shall be calculated daily and due on demand.

PIK Interest:

Solely to the extent the payment of any interest on an interest payment date would reasonably foreseeably cause the Issuer to be in default of its financial covenants under any Designated Senior Indebtedness at any time during the subsequent 12-month period, the Issuer may pay interest in kind on the New Notes up to an aggregate maximum of US$2.0 million, provided no default or event of default has occurred or is continuing under the New Note Indenture.

Optional Redemption:

Redemption of the New Notes shall be permitted at any time, in whole or in part, at a redemption price equal to 100% of the then outstanding principal amount of such New Notes (which shall, for greater certainty, include PIK Interest previously capitalized and added to the principal amount of the New Notes), together with all accrued and unpaid interest on the New Notes, since the most recent interest payment date to, but not including, the date of redemption (the "Redemption Price")

Each voluntary redemption of the New Notes shall be for an aggregate principal amount of not less than US$1.0 million and in increments of US$100,000.

³ To be a third party trust company, investment bank or similar institution acceptable to Issuer and Required Holders, acting reasonably.

Change of Control:

Upon the occurrence of a Change of Control, the Issuer shall be required to offer to repurchase all of the New Notes at the Redemption Price.

"Change of Control" means the occurrence of any of the following:

(1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger, consolidation or amalgamation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Issuer and its subsidiaries, taken as a whole, to any person or group or persons acting jointly or in concert for purposes of such transaction;

(2) the consummation of any transaction or series of transactions (including, without limitation, any merger, consolidation, arrangement or amalgamation), the result of which is that any person or group of persons acting jointly or in concert for purposes of such transaction becomes the beneficial owner, directly or indirectly, of more than 50% of the voting shares of the Issuer, measured by voting power rather than number of shares; or

(3) the adoption of a plan relating to the liquidation or dissolution of the Issuer (other than a plan of liquidation of the Issuer that is a liquidation for tax purposes only).

For purposes of this definition, (i) no Change of Control pursuant to clause (1) above shall be deemed to have occurred solely as the result of a transfer of assets among the Issuer and the Note Parties, (ii) a person shall not be deemed to have beneficial ownership of securities subject to a stock purchase agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement; and (iii) to the extent that one or more regulatory approvals are required for any of the transactions or circumstances described in clauses (1), (2) or (3) above to become effective under applicable law and such approvals have not been received before such transactions or circumstances have occurred, such transactions or circumstances shall be deemed to have occurred at the time such approvals have been obtained and become effective under applicable law.

Mandatory Redemptions from Asset Sales and Casualty or Condemnation Events:

On the 361st day after an asset sale or the receipt of net cash proceeds from a casualty or condemnation event, or earlier at the Issuer's option, if the aggregate amount of Excess Proceeds exceeds US$5.0 million, the Issuer will be required to make an offer ("Asset Sale Offer") to all Holders to purchase the maximum aggregate principal amount of New Notes that may be purchased out of the Excess Proceeds, at an offer price in cash in an amount equal to the Redemption Price. "Excess Proceeds" refers to net cash proceeds from asset sales and casualty or condemnation events that are not (i) reinvested in assets of the Note Parties within 360 days, or (ii) used to repay permanently any Designated Senior Indebtedness (with any such repayment to be accompanied with a cancellation of the commitment in respect of the repaid amount to the extent such Designated Senior Indebtedness is revolving).

The principal amount of New Notes required to be redeemed under the paragraph above shall be reduced by the portion of such Excess Proceeds that is applied to repay permanently the outstanding principal amount of the New Credit Facility; provided that such portion of net cash proceeds applied to repay permanently the outstanding principal amount of the New Credit Facility equals a percentage determined by the following formula:

The aggregate principal amount outstanding under the New Credit Facility on the date of repayment / (the sum of (i) the aggregate principal amount of the New Notes on the date of repayment, plus (ii) aggregate principal amount outstanding under the New Credit Facility on the date of repayment).

Senior Creditor Intercreditor Agreements

If senior secured indebtedness that is permitted by sub-clauses (a) and (b) of clause (9) in the "Covenants" section below ("Designated Senior Indebtedness") is incurred by the Issuer or a Restricted Subsidiary and the Issuer or a lender of any such Designated Senior Indebtedness requests that the Trustee, on behalf of the Holders, enter into an intercreditor agreement (a "Senior Creditor Intercreditor Agreement") in favour of a holder of such Designated Senior Indebtedness, the Trustee, on behalf of the Holders, shall be authorized to enter into such Senior Creditor Intercreditor Agreement, which shall subordinate the liens securing the New Notes to the liens securing the Designated Senior Indebtedness with respect to the collateral for the Designated Senior Indebtedness and shall provide for payment subordination on bankruptcy/insolvency, with respect to the obligations under the New Notes (and, for greater certainty, otherwise not contain any payment subordination terms, other than payment subordination on bankruptcy/insolvency, with respect to the obligations under the New Notes) and otherwise be in form and substance satisfactory to the Required Holders, acting reasonably.

Collateral:

The New Note Indenture will be secured by a valid and perfected first priority security interest (provided that the Note Parties shall be permitted to incur an aggregate principal amount of indebtedness not in excess of the Senior Debt Cap that is secured by liens that rank senior to the security interest securing the New Notes; the "Senior Debt Cap" shall be €20,000,000; provided that, capitalisation of interest on the principal amount outstanding under the [redacted - commercially sensitive information] Arm's Length Loan Agreement on the terms of the [redacted - commercially sensitive information] Arm's Length Loan Agreement as in effect on the Effective Date (such amount being the "[redacted - commercially sensitive information] Capitalised Interest") shall be permitted notwithstanding such limit) in all present and after-acquired tangible and intangible assets, property and undertaking (and the proceeds and products of the foregoing) of the Issuer and each Note Party, whether owned on the Closing Date or thereafter acquired (collectively, the "Collateral").

All pledges, security interests and mortgages covering the Collateral shall be created on terms and pursuant to documentation reasonably satisfactory to the Trustee and the Required Holders, acting reasonably. [redacted - commercially sensitive information] shall have a right to review any such security documents.

The security interest securing the New Note Indenture shall rank pari passu with the security interest securing the New Credit Facility pursuant to the terms of a pari passu intercreditor agreement (the "Pari Passu Intercreditor Agreement") between, among others, the Trustee and the administrative and/or collateral agent for the New Credit Facility, which shall be in form and substance satisfactory to the Trustee and the Required Holders, acting reasonably.

Note and Security Documentation:

The Issuer and Guarantors shall provide definitive note and security documentation for the New Note Indenture (the "Note Documents"), usual and customary for transactions of this type in Canada, each in form and substance satisfactory to the Required Holders, acting reasonably, including without limitation the following:

The New Note Indenture.
General security agreements.
Unlimited recourse guarantees from each Guarantor guaranteeing the obligations of the Issuer.
Pledges of shares held by the Note Parties.
Acknowledgement by the Loan Parties of the Pari Passu Intercreditor Agreement (to the extent it has been entered into).
Assignment of insurance proceeds from the Note Parties to Trustee on behalf of the Holders and certificates of insurance noting the Trustee, on behalf of the Holders, as loss payee and additional insured.
To the extent it is possible and commercially reasonable to do so, foreign-law governed guarantees and security documents necessary to create a valid and perfected first priority security interest on the Collateral held by Note Parties formed in any jurisdiction other than Canada or Finland or the United States, as deemed necessary by the Trustee or the Required Holders, acting reasonably and taking into account the value of such security to the holders of the New Notes compared to the costs of taking such security, provided that in no event shall the delivery of any such guarantees and/or security documents in any jurisdiction other than Canada, Finland or the United States, be a Note Document for the purposes of "Closing Conditions" or Schedule B hereto.
Finnish law governed security document(s) regarding the pledge by the Issuer and any Guarantor established in Finland of all assets customarily pledged in connection with transactions similar in nature, including but not limited to (i) shares, (ii) receivables, (iii) bank accounts (iv) floating charges, (v) properties (if any), (vi) material intellectual property rights, in each case as deemed necessary or desirable by the Trustee or the Required Holders, acting reasonably.

Any global note or definitive notes required to evidence the Note Notes as at the Effective Date.
Such other note and security documents requested by the Trustee or the Required Holders from the Note Parties, in each case acting reasonably.

Representations and Warranties:

Representations and warranties applicable to the Issuer, the Guarantors and their respective subsidiaries usual and customary for transactions of this type, including each Note Party, jointly and severally, represents and warrants to the Trustee, on behalf of the Holders, as of the Closing Date:

(a) Each Note Party and each subsidiary is duly incorporated and validly existing under the laws of its jurisdiction of incorporation/formation and each is duly qualified to carry on business in each jurisdiction in which it owns property or assets or carries on business.

(b) Each Note Party and each subsidiary has the power and authority to own or lease its property, carry on business and enter into, execute and deliver the Note Documents to which it is a party, and to perform its obligations.

(c) The Note Documents have been duly executed and delivered by each Note Party, and constitute legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to the rights of creditors generally and the rules of equity of general application.

(d) The execution, delivery and performance by each Note Party of the Note Documents do not, and will not, contravene, violate or result in a breach of, their constating documents, any shareholders' agreement, applicable laws or material contracts.

(e) Each Note Party and each subsidiary thereof is not in default under any Note Document.

Covenants:

The following covenants applicable to the Issuer, Guarantors and their respective Restricted Subsidiaries (subject, to the extent not specified in this Term Sheet, certain additional exceptions and baskets to be agreed by the parties, acting reasonably), whereby each Note Party, jointly and severally, covenants and agrees that it shall not do (and shall cause each Restricted Subsidiary not to do) the following, without the prior written consent of the Required Holders (defined below):

(1) Payment of Notes; Additional Amounts. Substantially consistent with Existing Indenture.

(2) Maintenance of Office or Agency. Substantially consistent with Existing Indenture.

(3) Reports and Other Information. See 'Reporting Requirements' below.

(4) Compliance Certificate. See 'Reporting Requirements' below.

(5) Taxes. Substantially consistent with Existing Indenture.

(6) Stay, Extension and Usury Laws. Substantially consistent with Existing Indenture.

(7) Limitation on Restricted Payments. The Issuer and Restricted Subsidiaries shall not:

a. pay dividends or make distributions or purchase or redeem capital stock of Issuer, in each case, other than (i) dividends or other distributions to shareholders of up to 30% of Consolidated EBITDA less Capitalized R&D for the Issuer's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, (ii) dividends or other distributions on or with respect to the Purchaser Class B Shares (including by way of one-time loans to shareholders on arms-length terms, up to an aggregate maximum of €10,000,000) up to the Priority Distribution Cap (provided that, in the event of any distribution by way of loan to shareholders, such distributions shall cease to be counted against the Priority Distribution Cap to the extent such loans are repaid to the Issuer) and the redemption of the 11,996 Purchaser Class B Shares issued in connection with the Arrangement for €0.01 per Purchaser Class B Share in accordance with the terms of such Purchaser Class B Share, and (iii) repurchases of shares of the Issuer as described in "Marketing and Repurchase of Shares";

b. make any principal payment on, or purchase, repurchase, or redeem prior to any scheduled maturity any junior debt; or

c. make any Restricted Investment unless a Permitted Investment substantially consistent with the Existing Indenture, provided that Permitted Investments to include Acquisitions permitted by the New Credit Facility. To build in J. Crew Blocker,

and, for greater certainty, the Indenture shall contain no restrictions on the payment of any amounts owing under the Designated Senior Indebtedness.

(8) Limitation on Restrictions on Distributions from Restricted Subsidiaries. Substantially consistent with Existing Indenture.

(9) Limitations on Indebtedness and Issuance of Disqualified Stock. The Issuer and Restricted Subsidiaries cannot incur any Indebtedness or issue shares of Disqualified Stock other than (a) up to an amount equal to the Senior Debt Cap plus any L1 Capitalised Interest, (b) senior secured Indebtedness incurred to redeem or purchase the Notes (this will not be included in the Senior Debt Cap), (c) Indebtedness that is subordinated to the Notes pursuant to subordination terms that are satisfactory to the

Required Holders, including the existing term Indebtedness with Business Finland⁴, and (d) additional Notes issued under the New Note Indenture (which shall rank pari passu with the initial Notes and shall be consolidated with and form a single class with the initial Notes and shall have the same terms as the initial Notes (other than issue date)) as consideration to repurchase shares of the Issuer as described in "Marketing and Repurchase of Shares". The New Note Indenture will not contain a ratio debt basket as in the Existing Indenture.

(10) Asset Sales. Issuer and Restricted Subsidiaries will not consummate an asset sale unless fair market value is received, 75% of consideration is in the form of cash, and the proceeds from the asset sale (to the extent the assets sold were Collateral) become Collateral; provided that the requirement for minimum 75% cash consideration shall not apply to asset sales not in excess of $5,000,000 in aggregate fair market value in any fiscal year. See also "Mandatory Redemptions from Asset Sales and Casualty or Condemnation Events".

(11) Limitations on Affiliate Transactions. The Issuer and Restricted Subsidiaries will not enter into any affiliate transaction > U.S.$5,000,000 unless (1) on arm's length terms, and (2) if > U.S.$15,000,000, approved by a majority of members of the board and majority of disinterested members of board.

(12) Limitation on Liens. The Issuer and Restricted Subsidiaries will not create or incur liens other than to secure the debt mentioned in clause (9) above. Otherwise only de minimis and statutory liens will be permitted consistent with the Existing Indenture.

(13) Limitation on Sale/Leaseback Transactions. No material intellectual property rights may be sold pursuant to a sale/leaseback transaction, and no sale/leaseback transactions unless the resulting lease liability (which shall be deemed to be Designated Senior Indebtedness) could be incurred in compliance with clause (9) above, provided that up to €5,000,000 in sale/leaseback transactions shall not be deemed to be Designated Senior Indebtedness and shall not be subject to the incurrence restrictions in clause (9) above. See also "Mandatory Redemptions from Asset Sales and Casualty or Condemnation Events".

(14) Corporate Existence. Substantially consistent with Existing Indenture.

(15) Offer to Repurchase Upon Change of Control. See "Change of Control".

(16) Future Guarantors. Substantially consistent with Existing Indenture, subject to "Guarantors".

(17) Limitation on Business Activities. No restrictions.

⁴ Note: [redacted – agreement amongst parties respecting revisions to be made to term sheet, if necessary, to accommodate certain other lenders].

(18) Withholding Taxes. Substantially consistent with Existing Indenture.

(19) SEC Compliance. Substantially consistent with Existing Indenture.

(20) Successors/Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets. Limitation on fundamental changes, such as consolidations, mergers, wind-ups and transfers of all or substantially all of the assets of the Issuer and the Guarantors substantially consistent with Article 6 of the Existing Indenture.

(21) Collateral and Security. Collateral and Security Covenants substantially consistent with Article 11 of the Existing Indenture.

(22) Finnish Entities. No non-Finnish Restricted Subsidiary may transfer assets which have a fair market value in excess of $5,000,000 per fiscal year (whether by way of investment, sale or distribution) to the Issuer or a Finnish Restricted Subsidiary.

Financial Covenants: None.

Reporting Requirements:

Usual and customary for transactions of this type, including:

Annual audited consolidated and unconsolidated financial statements of the Issuer within 120 days after the end of each fiscal year together with a certificate of compliance signed by an officer of the Issuer.
Quarterly financial report, substantially consistent with reports historically delivered to Issuer's senior lenders, within 45 days after the end of each quarter, together with a certificate of compliance (with financial covenant calculation back-up) signed by an officer of the Issuer.

Events of Default:

Events of default applicable to the Issuer, the Guarantors and their respective Restricted Subsidiaries usual and customary for transactions of this type and substantially consistent with Existing Indenture, including, without limitation, the following (subject to additional cure periods, thresholds and exceptions to be agreed by the parties, acting reasonably):

(1) failure to pay interest on the Notes and such failure continues for 30 days;

(2) failure to pay principal of the Notes when due;

(3) failure to comply with restriction on asset sales, repurchase on change of control, or merger, amalgamation and consolidation covenants;

(4) failure to comply with other covenants, subject to 60-day cure period;

(5) cross default, subject to U.S.$10,000,000 threshold other than with respect to the New Credit Facility and the [redacted – commercially

sensitive information] Arm's Length Loan Agreement which, in each case, will have no threshold;

(6) failure to pay judgements, subject to U.S.$20,000,000 threshold;

(7) Note Document governing security interest for collateral > U.S.$10,000,000 ceases to be in full force or effect or is denied, challenged, or disaffirmed;

(8) bankruptcy and insolvency of the Issuer and Restricted Subsidiaries;

(9) With respect to collateral > $U.S.15,000,000 (A) failure of security interest to be in full force and effect or (B) the Issuer or Guarantor asserts in court that the security interest is invalid or unenforceable; and

(10) breach of representation or warranty in the Note Documents.

Remedies:

Upon the occurrence of an event of default, the Trustee at request of Holders of at least 25% of the principal amount of the Notes or Holders of at least 25% of the principal amount of the Notes may declare principal amount of the Notes due and payable along with any accrued and unpaid interest. The Notes will become immediately due and payable upon any bankruptcy or insolvency of a Note Party without any action from Trustee or Holders.

Marketing and Repurchase of Shares:

For a period of six months following the Issue Date (the "Marketing Period"), the EdgePoint Investment Group Inc. (the "Holders' Representative") shall use commercially reasonable efforts to pursue the marketing and sale, on a private placement basis (the "Marketing") of up to such number of Issuer Shares held by the Holders as is equal to 8.33% of the issued and outstanding Issuer Shares immediately following the consummation of the Arrangement (the "Marketed Shares"), for an aggregate price of at least US$25 million, and the Issuer shall use commercially reasonable efforts to assist with the Marketing, to extent requested by the Holders' Representative. The Marketing Period may be extended by an additional six months by either the Holders or the Issuer by (i) written notice to the Issuer by the Holders' Representative, or (ii) written notice to the Holders' Representative by the Issuer, such that the Marketing Period may continue for a period of up to twelve months in aggregate. The Marketing shall be subject to the following additional conditions:

(a) if at any time the aggregate gross proceeds resulting from the sale of Issuer Shares in the Marketing shall equal at least US$25 million, the Marketing Period shall be terminated and the obligation of the Issuer to assist with the Marketing shall be fully satisfied;

(b) the Holders or the Issuer may engage the services of one or more underwriters or placement agents, with any related fees or expenses to be borne by Holders out of the sale proceeds (if any) for Issuer Shares received by the Holders from the

Marketing, provided that, if any underwriter or placement agent is engaged at the request of the Issuer, any such related fees or expenses must be acceptable to the Holders' Representative, acting reasonably;

(c) any legal fees related to the execution of a sale of Issuer Shares shall be borne by Holders out of the sale proceeds (if any) for Issuer Shares received by the Holders from the Marketing;

(d) the Holders shall be entitled to participate in any sale transaction resulting from the Marketing on a pro rata basis, and shall be given reasonable opportunity to do so; and

(e) the default sale price for any Issuer Shares in the Marketing shall be [redacted - commercially sensitive information] (the "Target Price") per Issuer Share, subject to change upon the written approval by the Holder Representative.

If, at the end of the Marketing Period, the aggregate gross proceeds resulting from the sale of Issuer Shares shall equal less than US$25 million (or the equivalent amount in any other currency), the Issuer shall, subject to applicable law, offer to repurchase (the "Repurchase Offer") from the Holders up to such number of Issuer Shares as is equal to the lesser of:

(1) 50% of the Marketed Shares; and

(2) the number of Issuer Shares which would be required to be repurchased at the Target Price to ensure that aggregate Target Price of Issuer Shares subject to the Repurchase Offer plus the aggregate gross proceeds from the Marketing equals at least US$25 million,

in exchange for either (in the Issuer's sole discretion) (i) a cash purchase price equal to the Target Price per Issuer Share, or (ii) issuance of additional Notes in aggregate principal amount equal to the aggregate Target Price, or some combination of (i) and (ii).

The Repurchase Offer shall be subject to the following additional conditions:

(1) if the Issuer is required to repurchase Issuer Shares pursuant to this Section, it shall deliver a written Repurchase Offer to the Holders, no more than 10 business days following the expiry of the Marketing Period, setting forth the number of Issuer Shares to be repurchased and how the Issuer intends to satisfy the repurchase price;

(2) the Repurchase Offer shall remain open for acceptance for 30 days;

(3) the Holders shall be entitled to accept the Repurchase Offer on a pro rata basis (based on their pro rata holding of Notes) and shall be given reasonable opportunity to do so;

(4) prior to expiry of the Repurchase Offer, the Holders may respond to the Repurchase Offer with an irrevocable written acceptance to the Issuer (the "Acceptance Notice"), identifying the applicable number of Issuer Shares owned or controlled by each such Holder to be repurchased, and the form of consideration to be received by each such Holder, and, if applicable, wire instructions for any cash-payments;

the Issuer shall satisfy the repurchase price within 10 business days following expiry of the Repurchase Offer.

Amendments: Amendments and waivers of the provisions of the Note Documents shall be substantially consistent with the Existing Indenture. However, the voting and consent threshold will be reduced from 66 2/3% to 50.1% of Holders.

Withholding Taxes: All amounts payable under the New Note Indenture will be made free and clear of any taxes, withholdings, or other deductions.

Discontinuation of Benchmarks: The Note Documents shall include standard provisions, consistent with then-current market practice for senior syndicated secured indentures in Canada, with respect to the discontinuation of any interest rate benchmark.

Governing Law and Forum: Province of Ontario and the laws of Canada applicable to such province.

SCHEDULE A

Certain Defined Terms

"Consolidated EBITDA" means, for any period, Consolidated Net Income plus the sum, without duplication, of the amounts for such period of the following to the extent deducted in calculating Consolidated Net Income: (a) consolidated interest expense, (b) any tax expense, current and deferred, included in Consolidated Net Income, (c) depreciation expense, (d) amortization expense, including amortization of deferred financing fees, less the sum, without duplication, of the amounts for such period of the following to the extent included in calculating Consolidated Net Income: (e) non-recurring gains and (f) non-cash gains, all as determined on a consolidated basis for the Issuer and the Restricted Subsidiaries in accordance with IFRS, provided that any impact on Consolidated EBITDA resulting from the implementation of IFRS 16, Lease, including, among others, in respect of consolidated interest expense, amortization or depreciation, will be excluded from the determination of Consolidated EBITDA for purposes of this Agreement unless the impact therefrom has already been excluded from items or defined terms used to calculate Consolidated EBITDA.

"Consolidated Net Income" means, for any period, the consolidated profit (or loss) after taxation of the Issuer and the Restricted Subsidiaries during such period, determined on a consolidated basis in accordance with IFRS.

"Consolidated Total Assets" of any person means, as of any date, the amount which, in accordance with generally accepted accounting principles in Finland including FAS and IFRS, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated statement of financial position of such person and its subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available.

"Consolidated Total Revenue" of any person means, as of any period, the consolidated total revenues of such person and its subsidiaries for such period determined on a consolidated basis in accordance with generally accepted accounting principles in Finland including FAS and IFRS, on a trailing twelve-month basis, as of the end of the most recently ended fiscal quarter for which internal financial statements are available.

"Conversion Date" means the date on which all principal and interest owing under the EC loan shall be converted pursuant to, and thereafter governed by, the AL Loan Agreement.

"EC Loan" means the equity-based capital loan agreement dated May 23, 2024 between the Issuer and [redacted – commercially sensitive information].

"Disqualified Stock" means, with respect to any person, any capital stock of such person that by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(1) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(2) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding capital stock which is convertible or exchangeable solely at the option of the Issuer or a

Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Stock)); or

(3) is redeemable at the option of the holder of the capital stock in whole or in part,

in each case on or prior to the date 91 days after the earlier of the final maturity date of the New Note Indenture or the date the New Note Indenture is no longer outstanding; provided, however, that only the portion of capital stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further that any capital stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Issuer to repurchase such capital stock upon the occurrence of a Change of Control or Asset Sale (each defined in a substantially identical manner to the corresponding definitions in this Agreement) shall not constitute Disqualified Stock if the terms of such capital stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provide that the Issuer may not repurchase or redeem any such capital stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to repayment in full of the New Note Indenture.

"Immaterial Subsidiary" means each subsidiary of the Issuer that does not generate any revenue and own any assets.

"Indebtedness" means, with respect to any specified person, any indebtedness of such person (excluding accrued expenses and trade payables), whether or not contingent:

(1) in respect of borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) in respect of the face amount of banker's acceptances;

(4) representing capitalized lease obligations or attributable indebtedness in respect of sale and leaseback transactions;

(5) representing the balance deferred and unpaid of the purchase price of any property or services due more than 12 months after such property is acquired or such services are completed but excluding in any event trade payables arising in the ordinary course of business and also excluding other accrued liabilities being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; or

(6) representing any hedging obligations,

if and to the extent any of the preceding items (other than letters of credit, attributable indebtedness and hedging obligations) would appear as a liability upon a statement of financial position of the specified person prepared in accordance with IFRS. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified person (whether or not such Indebtedness is assumed by the specified person) and, to the extent not otherwise included, the guarantee by the specified person of any Indebtedness of any other Person as shall equal the lesser of (x) the fair market value of such asset as of the date of determination or (y) the amount of such Indebtedness and, to the extent not otherwise included, the guarantee by the specified person of any Indebtedness of any other person.

Notwithstanding the foregoing, in connection with the purchase by the Issuer or any of the Restricted Subsidiaries of any business, the term "Indebtedness" will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing statement of financial position or such payment depends on the performance of such business after the closing, provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter. In addition, "Indebtedness" of any Person shall also exclude any lease liabilities included in long-term debt presented in the statement of financial position of the Issuer (current and noncurrent portions) that are created as a result of the implementation of IFRS 16, Lease, effective January 1, 2018, other than resulting from a sale leaseback transaction completed after the Closing Date.

The amount of Indebtedness of any Person at any date will be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, upon the occurrence of the contingency giving rise to the obligation, of any contingent obligations at such date; provided that contingent obligations arising in the ordinary course of business and not with respect to borrowed money of such person or other persons shall not be deemed to constitute Indebtedness; provided further, that in the case of Indebtedness issued at a discount, the amount of such Indebtedness at any time will be the accreted value thereof. Notwithstanding the foregoing, money borrowed and set aside at the time of the Incurrence of any Indebtedness in order to prefund the payment of interest on such Indebtedness shall not be deemed to be "Indebtedness," provided that such money is held to secure the payment of such interest.

In addition, "Indebtedness" of any person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such person.

"[redacted – commercially sensitive information]" means [redacted – commercially sensitive information].

"[redacted – commercially sensitive information] Arm's Length Loan Agreement" means the loan agreement dated May 23, 2024 between the Issuer and [redacted – commercially sensitive information], as amended by the entering into of an amended and restated [redacted – commercially sensitive information] Arm's Length Loan Agreement in accordance with the terms and conditions set out in the [redacted – commercially sensitive information] Agreement Regarding the Issuer Loan.

"[redacted – commercially sensitive information] Agreement Regarding the Issuer Loan" means the agreement dated on or about the date of the Arrangement Agreement between [redacted – commercially sensitive information] and certain shareholders of the Issuer.

"Required Holders" means Holders of at least 50.1% of the aggregate outstanding principal amount of the New Notes.

"Restricted Subsidiary" means each subsidiary of the Issuer other than any Immaterial Subsidiary.

SCHEDULE B

The Corporation is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Corporation (and the holders of the New Notes) and may only be waived, in whole or in part, by the Corporation in its sole discretion (with the written consent of the Required Holders):

(a) Note and Security Documentation. Delivery of executed Note Documents, on terms acceptable to the Required Holders, acting reasonably, and substantially consistent with the terms of this Term Sheet.

(b) Customary Ancillary Documents. Delivery of (i) customary legal opinions, evidence of authority, corporate documents, documents from public officials, and officers' certificates as to the Issuer and each of the Guarantors, and (ii) customary evidence of insurance, each in form and substance satisfactory to the Trustee and the Required Holders, acting reasonably.

(c) Representations and Warranties. All representations and warranties of the Loan Parties in the New Note Indenture and the Note Documents (i) as described in "Representations and Warranties" in this Term Sheet shall be true and correct in all respects (except for de minimis inaccuracies) as of the Effective Time, and (ii) in all other cases, shall be true and correct in all respects (disregarding for such purpose any materiality, "material" or similar qualification contained in any such representation or warranty) as of the Effective Time as except in the case of this clause (ii) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or would not reasonably be expected to have a Purchaser Material Adverse Effect.

(d) Perfection of Security. The security for the New Notes contemplated by this Term Sheet shall be, as applicable, registered and perfected in accordance with applicable law and shall have the priority contemplated by this Term Sheet.

(e) Issuer/Guarantor Information. Issuer and Guarantors to provide all required information for the Trustee and the Holders to comply with legal and internal requirements relating to know your customer, money laundering and proceeds of crime rules, statutes and regulations.

(f) No Default. No default or event of default would result from or be immediately existing under the Loan Documents after giving effect to the Arrangement.

(g) [redacted – commercially sensitive information]. Neither (i) the EC Loan, nor (ii) the [redacted – commercially sensitive information] Arm's Length Loan Agreement, has been amended or modified other than pursuant to the [redacted – commercially sensitive information] Agreement Regarding the Issuer Loan, unless the Required Holders have provided their prior written consent.

(h) Other. Such other conditions as the Trustee may reasonably request.

SCHEDULE G
Term Sheet for New Credit Facility

See attached.

G-1

QVANTEL OY

US$25 MILLION SENIOR SECURED STANDBY CREDIT FACILITY

SUMMARY OF PRINCIPAL TERMS AND CONDITIONS

Set forth below in this term sheet (the "Term Sheet") is a summary of the principal terms and conditions for the New Credit Facility (as defined in the arrangement agreement to which this Term Sheet is attached (the "Arrangement Agreement")).

Borrower: Qvantel, OY (business identity code 2058080-7), a corporation existing under the laws of Finland (the "Borrower").

Guarantors: All obligations under the Credit Facility (defined below) shall be fully and unconditionally guaranteed by each of the Borrower's existing and future subsidiaries necessary to satisfy each of the following conditions (collectively, the "Guarantors" and each a "Guarantor" and together with the Borrower, the "Loan Parties"):

(i) Each subsidiary which holds $\geq 10\%$ of Consolidated Total Assets (as defined below) of the Borrower and all of its subsidiaries shall be a Guarantor;

(ii) Each subsidiary which accounts for $\geq 10\%$ of Consolidated Total Revenue (as defined below) of the Borrower and all of its subsidiaries shall be a Guarantor;

(iii) At all times, the Loan Parties shall hold not less than $90\%$ of the Consolidated Total Assets of the Borrower and all of its subsidiaries; and

(iv) At all times, the Loan Parties shall account for not less than $90\%$ of the Consolidated Total Revenue (on a trailing twelve month basis) of the Borrower and all of its subsidiaries.

Administrative Agent: Edgepoint Investment Group Inc. ("Edgepoint") or an affiliate designated by Edgepoint¹ (in such capacity, the "Agent").

Collateral Agent: Edgepoint Investment Group Inc. ("Edgepoint") or an affiliate designated by Edgepoint (in such capacity, the "Collateral Agent").

Lenders: One or more funds managed by Edgepoint (collectively, the "Lenders").

Closing Date: The Effective Date.

Credit Facility Amount: A senior secured delayed draw non-revolving term loan in the aggregate principal amount up to US$25,000,000 (the "Credit Facility")

¹ Edgepoint reserves the right to require that a non-affiliated agent, such as a trust company, perform the administrative agent and collateral agent function, such person to be acceptable to Borrower and Edgepoint, acting reasonably.

Credit Facility Availability:
The Borrower can make drawdowns, conversions and rollovers (as applicable) in U.S. dollars of Term SOFR Advances.

"Term SOFR Advance" means an advance in U.S. dollars which accrues interest calculated with reference to Adjusted Term SOFR.

Purpose:
The Credit Facility shall be used solely to finance Permitted Acquisitions (as defined below) that satisfy the conditions set forth in this Term Sheet and the Loan Documents.

Drawdown/ Reborrowing:
The Credit Facility shall be available in up to five borrowings at any time on or before three years following the Closing Date. Once repaid (whether scheduled, voluntary, or mandatory), the Credit Facility may not be reborrowed.

Maturity and Amortization:
The Credit Facility shall mature on the fifth anniversary of the Closing Date (the "Maturity Date").

The principal amount under the Credit Facility (the "Loans") and all other amounts outstanding under the Credit Facility shall be repaid in full on the Maturity Date.

Interest and Fees:
Interest Rate

Interest on Term SOFR Advances will be determined for periods selected by the Borrower ("Interest Periods") of one, three or six months and will be at an annual rate equal to Adjusted Term SOFR for the Interest Period, plus the Margin referred to below; provided that, Adjusted Term SOFR shall not be less than 0% per annum.

"Adjusted Term SOFR" means the rate per annum equal to (a) Term SOFR plus (b) the applicable Term SOFR Adjustment.

"Term SOFR" means the per annum forward-looking term rate based on SOFR.

"Term SOFR Adjustment" means the percentage per annum set forth below corresponding to the applicable Interest Period:

Interest Period	Term SOFR Adjustment (% per annum)
1 month	0.10
3 months	0.15
6 months	0.25

Interest will be calculated on the basis of the actual number of days elapsed in a 360-day year and payable at the end of each Interest Period.

"Margin" means x basis points, where x is determined by the following formula: 9.25% less Adjusted Term SOFR for a six month Interest Period as

determined on the date that is two Business Days before the Closing Date. If $x$ is less than zero it shall be deemed to be zero.

(a) Calculation Agent
(b) Edgepoint
(c) Default Interest

Upon the occurrence of and during the continuance of any event of default, interest on the Loans and interest on overdue payments of principal or interest on the Loan, at the option of the Agent or the Required Lenders, shall bear interest at $2\%$ above the otherwise applicable rate. All such interest shall be calculated daily and due on demand.

Voluntary Prepayments and Commitment Reductions:

Loans may be prepaid and commitments shall be reduced, in whole or in part, without premium or penalty, in a minimum amount of US$1,000,000, at the option of the Borrower at any time upon one business day's (or, in the case of a prepayment of Term SOFR Advances, three business days') prior written notice, subject to reimbursement of breakage costs in the case of a prepayment of Term SOFR Advances prior to the last day of the relevant interest period. Term SOFR Advances cannot be prepaid on any day other than the last day of the applicable interest period. Each prepayment shall be accompanied by accrued and unpaid interest with respect to the principal amount prepaid.

Mandatory Prepayments:

The following amounts shall be applied to prepay the Loans:

On the 361st day after an asset sale or the receipt of net cash proceeds from a casualty or condemnation event, or earlier at the Borrower's option, if the aggregate amount of Excess Proceeds exceeds US$5.0 million, the Borrower will be required to repay the Loans in the amount of such Excess Proceeds plus accrued and unpaid interest, if any, on the amount repaid. "Excess Proceeds" refers to net cash proceeds from asset sales and casualty or condemnation events that are not (i) reinvested in assets of the Loan Parties within 360 days, or (ii) used to repay permanently any Designated Senior Indebtedness (with any such repayment to be accompanied with a cancellation of the commitment in respect of the repaid amount to the extent such Designated Senior Indebtedness is revolving).

(a) $100\%$ of the amount of any borrowing that is not applied to satisfy all or a portion of the purchase price for a Permitted Acquisition (as defined below) within 7 days of such borrowing.

The amount required to be prepaid under paragraphs (a) of this section shall be reduced by the portion of such net cash proceeds that is applied to repay permanently the outstanding principal amount of the New Notes (as defined in the Arrangement Agreement); provided that such portion of net cash proceeds applied to repay permanently the outstanding principal amount of the New Notes equals a percentage determined by the following formula:

Senior Creditor Intercreditor Agreements:

The aggregate principal amount of the New Notes on the date of repayment / (the sum of (i) the aggregate principal amount of the New Notes on the date of repayment, plus (ii) aggregate principal amount of the Loans on the date of repayment).

If senior secured indebtedness that is permitted by sub-clauses (a) and (b) of clause (c) in the "Negative Covenants" section below ("Designated Senior Indebtedness") is incurred by the Borrower or a Restricted Subsidiary and the Borrower or a lender of such Designated Senior Indebtedness requests that the Agent, on behalf of the Lenders, enter into an intercreditor agreement (a "Senior Creditor Intercreditor Agreement") in favour of a holder of such Designated Senior Indebtedness, the Agent, on behalf of the Lenders, shall be authorized to enter into such Senior Creditor Intercreditor Agreement, which shall subordinate the liens securing the Credit Facility to the liens securing the Designated Senior Indebtedness with respect to the collateral for the Designated Senior Indebtedness and shall provide for payment subordination on bankruptcy/insolvency with respect to the obligations under the Credit Agreement (and, for greater certainty, not contain any payment subordination terms with respect to the obligations under the Credit Agreement other than payment subordination on bankruptcy/insolvency) and otherwise be in form and substance satisfactory to the Required Lenders, acting reasonably.

Collateral:

The Credit Facility will be secured by a valid and perfected first priority security interest (provided that: the Loan Parties shall be permitted to incur up to an aggregate principal amount of indebtedness not in excess of the Senior Debt Cap that is secured by liens that rank senior to the security interest securing the Credit Facility; the "Senior Debt Cap" will be €20,000,000; and capitalisation of interest on the principal amount outstanding under the [redacted - commercially sensitive information] Arm's Length Loan Agreement on the terms of the [redacted - commercially sensitive information] Arm's Length Loan Agreement in effect on the Effective Date (the "[redacted - commercially sensitive information] Capitalised Interest") will be permitted notwithstanding such Senior Debt Cap) in all present and after-acquired tangible and intangible assets, property and undertaking (and the proceeds and products of the foregoing) of the Borrower and each Loan Party, whether owned on the Closing Date or thereafter acquired (collectively, the "Collateral").

All pledges, security interests and mortgages covering the Collateral shall be created on terms and pursuant to documentation reasonably satisfactory to the Agent and the Required Lenders, acting reasonably. [redacted - commercially sensitive information] will have a right to review any such security documents.

The security interest securing the Credit Facility shall rank pari passu with the security interest securing the New Notes pursuant to the terms of a pari passu intercreditor agreement (the "Pari Passu Intercreditor Agreement") between, among others, the Agent and the trustee and/or collateral agent for the holders of the New Notes, which shall be in form and substance satisfactory to the Agent and the Required Lenders, acting reasonably.

Loan and Security Documentation:

The Borrower and Guarantors shall provide definitive loan and security documentation for the Credit Facilities (the "Loan Documents"), usual and customary for transactions of this type in Canada, each in form and substance satisfactory to the Agent and the Required Lenders, acting reasonably, and in relation to covenants that will be contained in the Loan Documents and the New Note Indenture, that will contain such covenants that are substantially consistent with the covenants contained in the New Note Indenture, including without limitation the following:

Credit Agreement.
General security agreements.
Unlimited recourse guarantees from each Guarantor guaranteeing the obligations of the Borrower.
Pledges of shares held by the Loan Parties.
Acknowledgement by the Loan Parties of the Pari Passu Intercreditor Agreement (to the extent it has been entered into).

Assignment of all insurance proceeds from the Loan Parties to Agent on behalf of the Lenders and certificates of insurance noting the Agent, on behalf of the Lenders, as loss payee and additional insured.²

To the extent it is possible and commercially reasonable to do so, foreign-law governed guarantees and security documents necessary to create a valid and perfected first priority security interest on the Collateral held by Loan Parties formed in any jurisdiction other than Canada or Finland or the United States, as deemed necessary by Agent and the Required Lenders, acting reasonably and taking into account the value of such security to the Lenders compared to the costs of taking such security, provided that in no event shall the delivery of any such guarantees and/or security documents in any jurisdiction other than Canada, Finland or the United States, be a Loan Document for the purposes of "Closing Conditions" or Schedule A hereto.

Finnish law governed security document(s) regarding the pledge by the Borrower and any Guarantor established in Finland of all assets customarily pledged in connection with transactions similar in nature, including but not limited to (i) shares, (ii) receivables, (iii) bank accounts (iv) floating charges, (v) properties (if any), (vi) material intellectual property rights, in each case as deemed necessary or desirable by the Agent, acting reasonably

Such other loan and security documents requested by the Agent, acting reasonably.

² Note: subject to assignments to Designated Senior Indebtedness Creditors.

Conditions Precedent to Closing:

The effectiveness of the loan agreement shall be subject to the conditions precedent set forth in Schedule A hereto.

Conditions Precedent to all Borrowings:

Each extension of credit under the Credit Facility shall be subject to:

(a) Receipt of a notice of borrowing not less than 10 business days prior to the date of borrowing.

(b) Absence of any default or event of default before, or after giving effect to, such borrowing.

(c) The accuracy in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that are already qualified or modified by materiality in the text thereof) of the representations and warranties of the Borrower and the other Loan Parties.

(d) 100% of the amount of the borrowing shall be used to satisfy all or a portion of the purchase price for a Permitted Acquisition (as defined below).

(e) The applicable Permitted Acquisition shall be completed substantially concurrently with the borrowing.

Delivery of a compliance certificate to the Agent certifying that the applicable Acquisition is a Permitted Acquisition, and including supporting calculations of the pro forma Consolidated Leverage Ratio

(f) Delivery to the Agent of all material definitive documentation with respect to the Permitted Acquisition, including all available financials with respect to the target, and all other documents with respect to the Permitted Acquisition that the Agent may request, acting reasonably.

A "Permitted Acquisition" is an Acquisition (as defined in Schedule B) that satisfies each of the following conditions:

After giving pro forma effect to such Acquisition, the Consolidated Net Leverage Ratio shall be less than 3.00:1; and

The entity being acquired and its subsidiaries, in the case of a share purchase transaction, or the seller of the assets and the location of the assets, in the case of an asset purchase transaction, in each case, must be organized under the laws of (or located in, as applicable) a country which is a member of the Organization for Economic Co-operation and Development (OECD).

Representations and Warranties:

Representations and warranties applicable to the Borrower, the Guarantors and their respective Restricted Subsidiaries (as defined in Schedule B) usual and customary for transactions of this type (subject to thresholds and/or exceptions to be agreed), including each Loan Party, jointly and severally,

represents and warrants to the Agent, and the Lenders, as of the Closing Date (and on the date of each borrowing):

(a) Each Loan Party and each Restricted Subsidiary is duly incorporated and validly existing under the laws of its jurisdiction of incorporation/formation and each is duly qualified to carry on business in each jurisdiction in which it owns property or assets or carries on business.

(b) Each Loan Party and each Restricted Subsidiary has the power and authority to own or lease its property, carry on business and enter into, execute and deliver the Loan Documents to which it is a party, and to perform its obligations.

(c) The Loan Documents have been duly executed and delivered by each Loan Party, and constitute legal, valid and binding obligations, enforceable in accordance with their respective terms, subject to the rights of creditors generally and the rules of equity of general application.

(d) The execution, delivery and performance by each Loan Party of the Loan Documents do not, and will not, (i) contravene, violate or result in a breach of, their constating documents, any shareholders' agreement, applicable laws or material contracts or (ii) result in a Loan Party or any Restricted Subsidiary thereof being in default under any Loan Document.

(e) Since the Closing Date, no development or event has occurred that has had or could reasonably be expected to have a material adverse effect in the financial condition, business, operations or assets, property and undertaking of any of the Loan Parties or the Restricted Subsidiaries.

(f) There is no material litigation, investigation, claim or proceeding pending, or to the knowledge of any of the Loan Parties, threatened, by or against one or more of the Loan Parties, their Restricted Subsidiaries or the Collateral.

(g) Each Loan Party and each Restricted Subsidiary thereof is not in default under any Loan Document or material agreement to which it is a party, as applicable, nor to the knowledge of the Borrower or each Guarantor, no other party thereto is in default thereunder.

(h) Each Loan Party has good and marketable title to the Collateral, as applicable, free and clear of all liens, security interests, encumbrances or other claims, and will keep the Collateral in good operating condition and repair.

(i) Each Loan Party and each Restricted Subsidiary thereof is in compliance, and operates the business in compliance with, all

applicable laws and regulations (including applicable environmental laws, labour and employment, tax, anti-terrorist financing and anti-money laundering laws, anti-corruption laws, trade laws and regulations).

(j) Each Loan Party and each Restricted Subsidiary thereof has in full force and effect policies of insurance with sound and reputable insurance companies in such amounts, with such deductibles and risks as are customarily carried by companies engaged in similar businesses.

(k) To the extent requested in writing by the Agent, the Borrower has provided the Lenders and the Agent with true, complete and correct copies of all material contracts to which any of the Loan Parties or any of their Restricted Subsidiaries is a party. The Loan Parties and their Restricted Subsidiaries are not in breach or default in any material respect of any such material contract, and to the knowledge of the Borrower, no other party to the contract is in default thereunder in any material respects, nor has any party taken any action to terminate.

(l) Each Loan Party and each Restricted Subsidiary thereof owns, or is licensed to use, all intellectual property necessary for the conducting of its business as currently conducted. No material claim is pending, or to the knowledge of the Loan Parties, threatened by any Person challenging the use, validity or effectiveness of any Intellectual Property.

(m) Each Loan Party and each Restricted Subsidiary thereof has filed in a timely fashion all required tax returns and reports and paid all required taxes and all employee source deductions (including, for each Canadian Loan Party or Restricted Subsidiary, income taxes, employment insurance and Canada pension plans), sales taxes (both federal, provincial or state), payroll taxes and workers compensation payments are currently paid and up to date.

(n) Each Loan Party and each Restricted Subsidiary thereof has complied with all laws relating to labour and employment matters, conditions and practices, there are no labour disputes pending or, to the knowledge of the loan party, threatened against the loan party.

(o) Each Loan Party and each Restricted Subsidiary thereof has complied with all obligations in connection with any pension plan (registered and non-registered and executive) sponsored, administered, or contributed to, including compliance with applicable laws and payment of all required normal and special contributions. All plans are fully funded on both a going concern

and solvency basis, and there are no going concern, solvency, or past service deficiencies.

All factual information (financial or otherwise) provided to the Lenders and the Agent in connection with the Credit Facility and the transactions contemplated in the Loan Documents are accurate and complete in all material respects, including without limitation, in respect of each Loan Party and each Restricted Subsidiary thereof, such party's authorized and issued equity interests and the direct and indirect registered and beneficial holders of all such equity interests. Other than as disclosed to the Lenders or as contemplated in the Arrangement Agreement, there are no outstanding or other subscriptions, opinions, warrants, calls, rights, or other agreements relating to any equity interests of any of the Loan Parties or their subsidiaries, except as created by the Loan Documents.

Positive Covenants:

Positive covenants applicable to the Borrower, Guarantors and their respective Restricted Subsidiaries usual and customary for transactions of this type (subject to exceptions to be agreed), including, the Borrower and each Guarantor, jointly and severally, covenant and agree to do the following (and cause each of their respective Restricted Subsidiaries to do the following):

(a) Pay all indebtedness due and payable in connection with the Credit Facility and all Loan Documents.

(b) Maintain the Collateral in good repair and working condition.

(c) Maintain adequate insurance on the Collateral in such amounts and risks acceptable to the Agent, with the Agent, for and on behalf of the Lenders, noted as loss payee on property insurance policies and additional insured on liability insurance policies.

(d) Ensure that all intellectual property used in the business is either owned or licensed or there is an agreement for use, is in good standing and does not infringe on the rights of any person.

(e) Maintain proper books and records in accordance with IFRS and applicable laws. Allow the Agent, and Lenders to have access to the Collateral, the premises upon which the Collateral is located, the Borrower, any Guarantor (and their respective officers and employees) to inspect the Collateral and obtain information about the Collateral and the financial condition and business of the Borrower and any Guarantor or any subsidiary (at the expense of the Borrower).

(f) Use the proceeds from the Credit Facility for the purposes stated in the Credit Agreement.

(g) Comply with all applicable laws and regulations (including, without limitation, applicable environmental, labour and employment, anti-terrorist financing and money laundering, anti-corruption and trade related laws and regulations).

(h) Promptly, and within three business days, notify the Agent of any material adverse change in the financial condition, business, operations or assets, property and undertaking of the Borrower or a Guarantor.

(i) Promptly, and within three business days, notify the Agent of the occurrence of a default under the loan and security documents, any subordinated indebtedness, intercompany indebtedness, shareholders loans, material contracts or other material indebtedness.

(j) Promptly, and within three business days, notify the Agent on becoming aware of any litigation, arbitration, or other proceeding against or affecting a Loan Party or subsidiary thereof, or the Collateral which could reasonably be expected to have a material adverse effect on the financial condition, business, operations or assets, property and undertaking of the Loan Parties and their subsidiaries taken as a whole.

(k) Promptly, within three business days, notify the Agent upon leaving of any environmental situation, including without limitation, the existence of hazardous materials or an environmental spill or discharge.

(l) Cause each future subsidiary of the Borrower or each Guarantor to execute a guarantee and such other security agreements as may be reasonably required by the Agent, in each case, to the extent that such subsidiary is required to become a Guarantor.

(m) In relation to an Acquisition which the Borrower intends to finance with the Credit Facility, the Borrower shall provide to the Agent and Lenders promptly upon receipt all letters of intent, purchase agreements, due diligence reports, financial statements of the target and all other material documents in connection with same, together with such other documents relating to the foregoing which the Agent or any Lender may request acting reasonably.

(n) Provide the Agent with such other loan, security, and ancillary documents, and do such acts as are necessary to implement the transactions contemplated by the Credit Facility.

Payment of Taxes. Substantially consistent with Existing Indenture (as defined in the Notes Term Sheet).

Corporate Existence. Substantially consistent with Existing Indenture.

Withholding Taxes. Substantially consistent with Existing Indenture.

SEC Compliance. Substantially consistent with Existing Indenture.

Negative Covenants: The following negative covenants applicable to the Borrower, Guarantors and their respective Restricted Subsidiaries (subject, to the extent not specified in

this Term Sheet, certain additional exceptions and baskets to be agreed by the parties, acting reasonably), whereby each Loan Party, jointly and severally, covenants and agrees that it shall not do (and shall cause each Restricted Subsidiary not to do) the following, without the prior written consent of the Required Lenders:

Limitation on Restricted Payments. The Borrower and Restricted Subsidiaries shall not:

pay dividends or make distributions or purchase or redeem capital stock of Borrower, in each case, other than (i) dividends or other distributions to shareholders of up to 30% of Consolidated EBITDA less Capitalized R&D for the Borrower's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, (ii) dividends or other distributions on or with respect to the Purchaser Class B Shares (including by way of one-time loans to shareholders on arms-length term, up to an aggregate maximum of €10,000,000) up to the Priority Distribution Cap and the redemption of the 11,996 Purchaser Class B Shares issued in connection with the Arrangement for €0.01 per Purchaser Class B Share in accordance with the terms of the Purchaser Class B Shares (as such terms are defined in the Arrangement Agreement), and (iii) repurchases of shares of the Borrower as described in "Marketing and Repurchase of Shares" in the term sheet for the New Notes attached to the Arrangement Agreement (the "Notes Term Sheet");

(1) make any principal payment on, or purchase, repurchase, or redeem prior to any scheduled maturity any junior debt; or

(2) make any Restricted Investment unless a Permitted Investment substantially consistent with the Existing Indenture, provided that Permitted Investments to include Permitted Acquisitions. Shall include J. Crew blocker;

and, for greater certainty, the Credit Agreement shall contain no restrictions on the payment of any amounts owing under the Designated Senior Indebtedness.

Limitation on Restrictions on Distributions from Restricted Subsidiaries. Substantially consistent with Existing Indenture.

Limitations on Indebtedness and Issuance of Disqualified Stock. The Borrower and Restricted Subsidiaries cannot incur any Indebtedness or issue shares of Disqualified Stock other than (a) up to an amount equal to the Senior Debt Cap plus any [redacted - commercially sensitive information] Capitalised Interest¹, (b) senior secured Indebtedness incurred to redeem or purchase the New Notes (this will not be included in the Senior Debt Cap) (c) Indebtedness that is subordinated to the Credit Facility pursuant to subordination terms that are satisfactory to the Required Lenders, acting

reasonably, including the existing term Indebtedness with Business Finland³ and (d) additional Notes issued under the New Notes Indenture (which shall rank pari passu with the initial Notes and shall be consolidated, and form a single class, with the initial Notes and shall have the same terms as the Initial Notes (other than issue date) as consideration to repurchase shares of the Borrower as described in "Marketing and Repurchase of Shares" in the Notes Term Sheet.

Asset Sales. Borrower and Restricted Subsidiaries will not consummate an asset sale unless fair market value is received, 75% of consideration is in the form of cash and the proceeds from the asset sale (to the extent the assets sold were Collateral) become Collateral; provided that the requirement for minimum 75% cash consideration shall not apply to asset sales not in excess of $5,000,000 in aggregate fair market value in any fiscal year. Net proceeds from such asset sales are subject to the 'Mandatory Prepayments' section above.

Limitations on Affiliate Transactions. The Borrower and Restricted Subsidiaries will not enter into any affiliate transaction > U.S.$5,000,000 unless (1) on arm's length terms and (2) if > U.S.$15,000,000, approved by a majority of members of the board and majority of disinterested members of the board.

Limitation on Liens. The Borrower and Restricted Subsidiaries will not create or incur liens other than to secure the debt mentioned in clause (c) above. Otherwise only de minimis and statutory liens will be permitted consistent with the Existing Indenture.

Limitation on Sale/Leaseback Transactions. No material intellectual property rights may be sold pursuant to a sale/leaseback transactions, and no sale/leaseback transactions unless the resulting lease liability (which shall be deemed to be Designated Senior Indebtedness) could be incurred in compliance with clause (c) above, provided that up to €5,000,000 in sale/leaseback transactions shall not be deemed to be Designated Senior Indebtedness and shall not be subject to the incurrence restrictions in clause (c) above. Net proceeds from sale/leaseback transaction are subject to the 'Mandatory Prepayments' section above.

Merger, Amalgamation, Consolidation or Sale of All or Substantially All Assets. Limitation on fundamental changes, such as consolidations, mergers, wind-ups and transfers of all or substantially all of the assets of the Borrower and the Guarantors substantially consistent with Article 6 of the Existing Indenture.

Stay, Extension and Usury Laws. Substantially consistent with Existing Indenture.

³ Note: [redacted – agreement amongst parties respecting revisions to be made to Term Sheet for New Credit Facility, if necessary, to accommodate certain other lenders].

Finnish Entities. No non-Finnish Restricted Subsidiary may transfer assets which have a fair market value in excess of $5,000,000 per fiscal year (whether by way of investment, sale or distribution) to the Borrower or a Finnish Restricted Subsidiary.

Financial Covenants: None.

Reporting Requirements: Usual and customary for transactions of this type, including:

Annual audited consolidated and unconsolidated financial statements of the Borrower within 120 days after the end of each fiscal year together with a certificate of compliance signed by an officer of the Borrower.

Quarterly financial report, substantially consistent with reports historically delivered to Borrower's senior lenders, within 45 days after the end of each quarter, together with a certificate of compliance (with financial covenant calculation back-up) signed by an officer of the Borrower.

Events of Default: Events of default applicable to the Borrower, the Guarantors and their respective Restricted Subsidiaries usual and customary for transactions of this type, including, without limitation, the following (subject to additional cure periods, thresholds and exceptions to be agreed by the parties, acting reasonably): failure to pay principal when due under the Credit Facility; failure to pay interest under the Credit Facility and such failure continues for 5 days; breach of representations, warranties or covenants in the Loan Documents (subject, in the case of certain positive covenants (to be agreed upon) to a grace period of 30 days after receipt of written notice from the Agent); cross-default and cross-acceleration to material debt, subject to U.S.$10,000,000 threshold other than with respect to the New Notes and the [redacted - commercially sensitive information] Arm's Length Loan Agreement, in each case, which will have no threshold; bankruptcy and insolvency of the Borrower and Guarantors; material judgment defaults, subject to U.S. $20,000,000 threshold; actual or asserted invalidity or impairment of any guarantees or security documents with respect to Collateral > U.S.$15,000,000; a Change of Control (as defined in the Notes Term Sheet); occurrence of a material adverse effect (to be defined).

Remedies: Standard remedies upon the occurrence of an Event of Default including acceleration of debt, termination of the obligations of the lenders and enforcement against collateral.

Amendments: Amendments and waivers of the provisions of the Loan Documents shall require the approval of Lenders holding more than 50.1% of the aggregate principal amount of the Loans and unused commitments under the Credit Facility; provided that, (a) the consent of 100% of the Lenders shall be required for, among other things, (i) increases in the commitment of such Lender, (ii) reductions of principal, interest or fees of such Lender, (iii) extensions of scheduled amortization or the final maturity date of the Loans or commitments of such Lender, and (iv) releases of all or substantially all of the Collateral or all or substantially all of the value of the guarantees; (v) modifications to any of the voting requirements (or any applicable related

definitions); (vi) modifications to pro rata treatment; and (vii) modifications to the amending sections of the Credit Agreement.

Assignments and Participations:

The Borrower cannot assign any of its rights or obligations under the Loans or the Credit Facility without the prior written consent of the Agent and the Lenders.

Each Lender may assign all or part (subject to minimum amounts to be agreed) of its Loans and commitments with the consent of the Borrower (other than for assignments to Lenders, affiliates of Lenders and approved funds or during a default) and the Agent (other than for assignments to Lenders, or to a bank whose senior, unsecured, non-credit enhanced, long term debt rating is at least A-3, A- or A low by at least 2 of the listed rating houses) (each such consent not to be unreasonably withheld or delayed). The Agent shall receive a processing fee of $5,000 (which may be waived or reduced at the sole discretion of the Agent) in connection with all assignments.

Each Lender may sell participations in all or part of its Loans and commitments under the Credit Facility; provided that, no participant shall have direct or indirect voting rights under the Credit Facility except for certain unanimous issues. Participants shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions.

Other standard assignment and participation provisions.

Expenses and Indemnification:

The Borrower shall pay: (a) all reasonable costs and expenses of the Agent incurred in connection with the amendment, waiver, or administration of the Credit Facilities and Loan Documents (including the reasonable fees, disbursements and other charges of counsel to the Agent); and (b) all out-of-pocket expenses of the Agent and the Lenders (including the fees, disbursements and other charges of counsel to the Agent and the Lenders in connection with any default or event of default or the enforcement of the Loan Documents, including in connection with workouts or restructurings.

The Borrower and each Guarantor shall jointly and severally agree to indemnify and hold harmless the Agent and the Lenders (and their affiliates and their respective officers, directors, employees, advisors and agents) from and against any loss, liability, cost or expense including the reasonable fees, disbursements and other charges of counsel to the indemnified parties incurred in connection with the financing contemplated hereby or the use of proceeds of the Credit Facility, except to the extent they result from such person's gross negligence, willful misconduct or breach of bad faith.

Taxes, Yield Protection and Increased Costs:

All amounts payable under the Credit Facility will be made free and clear of any taxes, withholdings, or other deductions. The Borrower will reimburse each Lender for any costs incurred by such Lender in performing its obligations under the Loan Documents resulting from any change in law, including, without limitation, any reserve or special deposit requirements or any tax or capital requirements or any change in the compliance of such

Lender therewith that has the effect of increasing the cost of funding to such Lender or reducing its effective rate of return on capital.

Discontinuation of Benchmarks:
The Loan Documents shall include standard provisions, consistent with then-current market practice for senior syndicated secured loans in Canada, with respect to the discontinuation of any interest rate benchmark.

Governing Law and Forum:
Province of Ontario and the laws of Canada applicable to such province.

SCHEDULE A

The Lenders are not required to provide the Credit Facility unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of the Lenders and may only be waived, in whole or in part, by the Lenders in their sole discretion:

(a) Loan and Security Documentation. Delivery of executed Loan Documents on terms acceptable to the Required Lenders, acting reasonably, and substantially consistent with the terms of this Term Sheet.

(b) Customary Ancillary Documents. Delivery of (i) customary legal opinions, evidence of authority, corporate documents, documents from public officials, and officers' certificates as to the Borrower and each of the Guarantors, and (ii) customary evidence of insurance, each in form and substance satisfactory to the Agent, acting reasonably.

(c) Representations and Warranties. All representations and warranties of the Loan Parties in the Credit Agreement and other Loan Documents (i) as described in "Representations and Warranties" in this Term Sheet shall be true and correct in all respects (except for de minimis inaccuracies) as of the Effective Time, and (ii) in all other cases, shall be true and correct in all respects (disregarding for such purpose any materiality, "material" or similar qualification contained in any such representation or warranty) as of the Effective Time as except in the case of this clause (ii) where the failure to be so true and correct in all respects, individually or in the aggregate, has not had or would not reasonably be expected to have a Purchaser Material Adverse Effect (as defined in the Arrangement Agreement).

(d) Perfection of Security. The security for the Credit Facility contemplated by this Term Sheet shall be, as applicable, registered and perfected in accordance with applicable law and shall have the priority contemplated by this Term Sheet.

(e) Borrower/Guarantor Information. Borrower and Guarantors to provide all required information for the Agent and the Lenders to comply with legal and internal requirements relating to know your customer, money laundering and proceeds of crime rules, statutes and regulations.

(f) No Default. No default or event of default would result from or be immediately existing under the Loan Documents after giving effect to the Arrangement.

(g) [redacted - commercially sensitive information]. Neither (i) the EC Loan or (ii) the [redacted - commercially sensitive information] Arm's Length Loan Agreement, has been amended or modified other than pursuant the [redacted - commercially sensitive information] Agreement Regarding the Borrower Loan, unless the Required Lenders have provided their prior written consent.

(h) Other. Such other conditions as the Agent may reasonably request.

SCHEDULE B

Certain Defined Terms

"Acquisition" means, with respect to any person (for purposes of this definition, the "purchaser"), any direct or indirect acquisition, regardless of how accomplished or effected (including pursuant to an amalgamation, merger, arrangement, business combination or other form of corporate reorganization), of:

(a) any other person (including any purchase or acquisition of such number of the issued and outstanding equity interests in such other person such that such other person becomes a subsidiary of the purchaser or of any of its affiliates), or

(b) all or substantially all of the assets of any other person.

"Consolidated EBITDA" means, for any period, Consolidated Net Income plus the sum, without duplication, of the amounts for such period of the following to the extent deducted in calculating Consolidated Net Income: (a) consolidated interest expense, (b) any tax expense, current and deferred, included in Consolidated Net Income, (c) depreciation expense, (d) amortization expense, including amortization of deferred financing fees, less the sum, without duplication, of the amounts for such period of the following to the extent included in calculating Consolidated Net Income: (e) non-recurring gains and (f) non-cash gains, all as determined on a consolidated basis for the Borrower and the Restricted Subsidiaries in accordance with IFRS, provided that any impact on Consolidated EBITDA resulting from the implementation of IFRS 16, Lease, including, among others, in respect of consolidated interest expense, amortization or depreciation, will be excluded from the determination of Consolidated EBITDA for purposes of the Credit Agreement unless the impact therefrom has already been excluded from items or defined terms used to calculate Consolidated EBITDA.

"Consolidated Net Leverage Ratio" means at any date of determination the ratio of: (1) the Consolidated Total Debt as of the last day of the Borrower's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding such date, to (2) the difference of (A) Consolidated EBITDA minus (B) capitalized R&D (on a consolidated basis); in each case, for the Borrower's most recently ended four full financial quarters for which internal financial statements are available immediately preceding such date.

"Consolidated Net Income" means, for any period, the consolidated profit (or loss) after taxation of the Borrower and the Restricted Subsidiaries during such period, determined on a consolidated basis in accordance with IFRS.

"Consolidated Total Debt" means, as of any date of determination, the sum, without duplication, of (a) all Indebtedness of the Borrower and the Restricted Subsidiaries, calculated on a consolidated basis in accordance with IFRS and to the extent reflected as indebtedness on the consolidated statement of financial position of the Borrower in accordance with IFRS, and (b) the aggregate amount of all outstanding Disqualified Stock of the Borrower and the Restricted Subsidiaries which shall be equal to their respective fixed repurchase or redemption prices in accordance with the terms of such Disqualified Stock (provided that any conditions precedent for such repurchase or redemption have all been satisfied), all calculated on a consolidated basis in accordance with IFRS, less (x) the aggregate amount of unrestricted Cash Equivalents of the Borrower and Restricted Subsidiaries.

(a) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise;

(b) is convertible into or exchangeable for Indebtedness or Disqualified Stock (excluding capital stock which is convertible or exchangeable solely at the option of the Borrower or a Restricted Subsidiary (it being understood that upon such conversion or exchange it shall be an incurrence of such Indebtedness or Disqualified Stock)); or

in each case on or prior to the date 91 days after the earlier of the final maturity date of the Credit Facility or the date the Credit Facility is no longer outstanding; provided, however, that only the portion of capital stock that so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the option of the holder thereof prior to such date will be deemed to be Disqualified Stock; provided further that any capital stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such capital stock upon the occurrence of a Change of Control or Asset Sale (each defined in a substantially identical manner to the corresponding definitions in this Agreement) shall not constitute Disqualified Stock if the terms of such capital stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) provided that the Borrower may not repurchase or redeem any such capital stock (and all such securities into which it is convertible or for which it is ratable or exchangeable) pursuant to such provision prior to repayment in full of the Credit Facility.

"EC Loan" means the equity-based capital loan agreement dated May 23, 2024 between the Borrower and [redacted - commercially sensitive information].

"Immaterial Subsidiary" means each subsidiary of the Borrower that does not generate any revenue and own any assets.

"Indebtedness" means, with respect to any specified person, any indebtedness of such person (excluding accrued expenses and trade payables), whether or not contingent:

(a) in respect of borrowed money;

(b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(d) representing capitalized lease obligations or attributable indebtedness in respect of sale and leaseback transactions;

(e) representing the balance deferred and unpaid of the purchase price of any property or services due more than 12 months after such property is acquired or such services are completed but excluding in any event trade payables arising in the ordinary course of business and also excluding other accrued liabilities being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; or

(f) representing any hedging obligations,

Notwithstanding the foregoing, in connection with the purchase by the Borrower or any of the Restricted Subsidiaries of any business, the term "Indebtedness" will exclude post-closing payment adjustments to which the seller may become entitled to the extent such payment is determined by a final closing statement of financial position or such payment depends on the performance of such business after the closing, provided, however, that at the time of closing, the amount of any such payment is not determinable and, to the extent such payment thereafter becomes fixed and determined, the amount is paid within 30 days thereafter. In addition, "Indebtedness" of any Person shall also exclude any lease liabilities included in long-term debt presented in the statement of financial position of the Borrower (current and noncurrent portions) that are created as a result of the implementation of IFRS 16, Lease, effective January 1, 2018, other than resulting from a sale/leaseback transaction completed after the Closing Date.

"[redacted - commercially sensitive information]" means [redacted - commercially sensitive information].

"[redacted - commercially sensitive information] Arm's Length Loan Agreement" means the loan agreement dated May 23, 2024 between the Borrower and [redacted - commercially sensitive information], as amended by the entering into of an amended and restated [redacted - commercially sensitive information] Arm's Length Loan Agreement in accordance with the terms and conditions set out in the [redacted - commercially sensitive information] Agreement Regarding the Borrower Loan.

"[redacted - commercially sensitive information] Agreement Regarding the Borrower Loan" means the agreement dated on or about the date of the Arrangement Agreement between [redacted - commercially sensitive information] and certain shareholders of the Borrower.

"Required Lenders" means Lenders holding 50.1% of the outstanding commitments under the Credit Facility.

"Restricted Subsidiary" means each subsidiary of the Borrower other than any Immaterial Subsidiary.

H-1

SCHEDULE H
Term Sheet for New Shareholder Agreement

See attached.

KEY PRINCIPLES OF THE QUANTEL NEW SHAREHOLDERS AGREEMENT

Set forth below in this term sheet (this "Term Sheet") is a summary of the principal terms and conditions for the definitive new shareholders agreement of the Purchaser (the "New Shareholders Agreement") to be entered into on the Effective Date. The New Shareholders Agreement shall contain provisions substantially consistent with the terms, conditions and principles set out below, subject to any changes required for compliance with applicable law or agreed to by the applicable parties. Capitalized terms not otherwise defined in this Term Sheet shall have the respective meanings assigned to such terms in the Arrangement Agreement.

Customary minority protection rights as per Finnish Company Act.
The articles of the Purchaser shall provide that Board of Directors ("Board") shall consist of at least 3 and no more than 7 directors.
At closing, the Board shall consist of 3 directors, one of whom will be selected by each of the parties holding, on a post-closing basis, at least 10% of the Purchaser Class A Shares. Following closing:
each shareholder who holds at least 10% of the Purchaser Class A Shares (other than Edgepoint) (the "Non-Edgepoint Significant Holders") shall have the right to nominate one Board member;
Edgepoint for so long as it holds at least 5% of the Purchaser Class A Shares and at least 25% of the principal amount of the New Notes, will have the right to nominate (i) one Board member in the event the Board consists of less than 6 directors, or two Board members, if the Board consists of 6 or 7 directors;
Shareholders will agree to vote in favour of all nominees nominated in accordance with the foregoing; and
The Non-Edgepoint Significant Holders shall have a veto right on any increase to the number of Board members.
Quorum requirements for Board and shareholders meetings to ensure smooth, undisruptive running of the company
Other than as required by applicable law, all decisions of shareholders and the Board taken by simple majority of votes.
Customary redemption (aka redemption and ROFO rights) in the event of proposed sale of shares which provide that the Purchaser shall first have a right to redeem, provided that if such rights are not exercised by the Purchaser, existing shareholders' shares shall have a right to purchase on a pro rata basis (not to apply to transfers of shares amongst existing shareholders or to customary "permitted" transferees (e.g., to holding companies, family trusts and affiliates under common ownership, provided that such transferees are subject to (or become a party to) the New Shareholders Agreement). Such redemption rights and ROFO provisions shall not apply to the marketing efforts under "Marketing and Repurchase

WSLEGAL\089495\00005\42104991v6

of Shares" under the New Note Indenture, provided that the Board shall maintain an approval right over any such transfers.

Customary drag and tag along provisions.
Customary information rights.
Undertaking of all shareholders to facilitate and not hinder in any way the Purchaser's potential listing; and automatic termination of the New Shareholders Agreement on listing or other "go-public" event.
Customary non-solicit and confidentiality provisions.
Terminates on the earlier of (i) a listing or other "go public" event, or (ii) a change of control transaction.
No pledging of shares unless pledged to the Purchaser itself.
Customary pre-emptive rights (right to participate in new share issuance on a pro rata basis).
Customary restrictions on related party transactions (if not stipulated in the Finnish Company Act).
Finnish law and arbitration clause.
Agreement will allow for the priority dividends in respect of the Purchaser Class B Shares as contemplated in the Arrangement Agreement.

WSLEGAL\089495\00005\42104991v6

Schedule I
Pre-Closing Purchaser Share Reorganization

Nimi/Name	Osakkeiden alkuperäinen lukumäärä / Original Number of Shares	A-osakkeiden lukumäärä / Number of A Shares	B-osakkeiden lukumäärä / Number of B Shares
[redacted – personal information]	7100	3,550	3,550
[redacted – personal information]	4968	2,484	2,484
[redacted – personal information]	3011	1,506	1,505
[redacted – personal information]	1382	691	691
[redacted – personal information]	1176	588	588
[redacted – personal information]	1131	566	565
[redacted – personal information]	1062	531	531
[redacted – personal information]	779	390	389
[redacted – personal information]	532	266	266
[redacted – personal information]	371	186	185
[redacted – personal information]	307	154	153
[redacted – personal information]	261	131	130
[redacted – personal information]	223	112	111
[redacted – personal information]	223	112	111
[redacted – personal information]	223	112	111
[redacted – personal information]	193	97	96
[redacted – personal information]	160	80	80
[redacted – personal information]	134	67	67
[redacted – personal information]	105	53	52
[redacted – personal information]	100	50	50
[redacted – personal information]	81	41	40
[redacted – personal information]	81	41	40
[redacted – personal information]	78	39	39
[redacted – personal information]	75	38	37
[redacted – personal information]	75	38	37
[redacted – personal information]	68	34	34
[redacted – personal information]	43	22	21
[redacted – personal information]	23	12	11
[redacted – personal information]	13	7	6
[redacted – personal information]	13	7	6
[redacted – personal information]	11	6	5
[redacted – personal information]	10	5	5
[redacted – personal information]	1	1	0
Qvantel Oy	17452	17,452	0
Yhteensä / In total	41,465	29,469	11,996

I-1

AI assistant

Optiva Inc. — M&A Activity 2025

46397_rns_2025-10-06_1802983b-99ad-48e8-9aa6-2413dc15cdea.pdf

ARRANGEMENT AGREEMENT

BETWEEN:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

Section 1.2 Certain Rules of Interpretation.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement.

Section 2.2 Interim Order.

Section 2.3 Meetings.

Section 2.4 Circular.

Section 2.5 Final Order.

Section 2.6 Court Proceedings.

Section 2.7 Treatment of Corporation Incentive Securities and Corporation Incentive Plans.

Section 2.8 Articles of Arrangement and Effective Time.

Section 2.9 Consideration.

Section 2.10 Withholding Rights.

Section 2.11 Adjustment to Noteholder Share Consideration and Warrants.

Section 4.2 Conduct of Business of the Purchaser.

Section 4.3 Covenants of the Corporation Relating to the Arrangement.

Section 4.4 Covenants of the Purchaser Relating to the Arrangement.

Section 4.5 Regulatory Approvals.

Section 4.6 Access to Information; Confidentiality.

Section 4.7 Pre-Acquisition Reorganization.

Section 4.8 Tax Matters.

Section 4.11 Insurance and Indemnification.

Section 4.12 TSX Delisting.

Section 4.13 Financial Parameters and Working Capital and Related Adjustments.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation.

Section 5.2 Notification of Acquisition Proposals.

Section 5.3 Responding to an Acquisition Proposal.

Section 5.4 Right to Match.

Section 5.5 Breach by Subsidiaries and Representatives.

ARTICLE 6 CONDITIONS

Section 6.1 Mutual Conditions Precedent.

Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser.

Section 6.3 Additional Conditions Precedent to the Obligations of the Corporation.

Section 6.4 Satisfaction of Conditions.

ARTICLE 7

Section 7.1 Term.

Section 7.2 Termination.

Section 7.3 Effect of Termination/Survival.

ARTICLE 8

Section 8.1 Amendments.

Section 8.2 Termination Fee.

Section 8.3 Acknowledgement

Section 8.4 Expenses.

Section 8.5 Notices.

Section 8.6 Time of the Essence.

Section 8.7 Further Assurances.

Section 8.8 Specific Performance.

Section 8.9 Third Party Beneficiaries.

Section 8.10 Waiver.

Section 8.11 Entire Agreement.

Section 8.12 Successors and Assigns.

1.2 Interpretation Not Affected by Headings

1.3 Number and Gender

1.4 Date for any Action

1.5 Currency

1.6 Statutes

ARTICLE 2

2.1 Arrangement Agreement

2.2 Preliminary Steps Prior to the Arrangement

2.3 Binding Effect

ARTICLE 3 ARRANGEMENT

3.1 Arrangement

3.2 Fractional Shares and Cash

ARTICLE 4

4.1 Dissent Rights

ARTICLE 5

5.1 Certificates and Payments

5.2 Lost Certificates

5.3 Withholding Rights

5.4 Distributions with respect to Unsurrendered Share Certificates

5.5 Limitation and Proscription

Optiva Inc. M&A Activity 2025