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Optiva Inc. M&A Activity 2025

Oct 6, 2025

46397_rns_2025-10-06_6522be38-c04f-4545-b01b-734ce54df53f.pdf

M&A Activity

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OPTIVA INC.
VOTING SUPPORT AGREEMENTS

TABLE OF CONTENTS

Voting Support Agreement - Joseph Lee Matheson ... 1
Voting Support Agreement - Simon Parmar ... 7
Voting Support Agreement - Rob Stabile ... 13
Voting Support Agreement - Patrick Di Pietro ... 19
Voting Support Agreement - Michele Campriani ... 25
Voting Support Agreement - Matt Halligan ... 31
Voting Support Agreement - Dinesh Sharma ... 37
Voting Support Agreement - Birgit Troy ... 43
Voting Support Agreement - Barry Symons ... 49
Voting Support Agreement - Sönke Jens ... 55
Voting Support Agreement - Maple Rock Master Fund LP ... 61
Voting Support Agreement - OLP Capital Management Limited ... 68
Voting Support Agreement - EdgePoint Investment Group Inc. ... 75
Voting Support Agreement - Noteholder ... 106
Voting Support Agreement - Noteholder ... 112
Voting Support Agreement - Noteholder ... 118


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 2 -
    executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 3 -
    3

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to


  • 4 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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

4


  • 5 -

Yours truly,

By: “Joseph Lee Matheson”
(Signature)

Joseph Lee Matheson
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

25,000
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

100,341
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 8 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 9 -
    undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to
    3


  • 10 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 11 -

Yours truly,

By: “Simon Parmar”
(Signature)

Simon Parmar
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

1,000
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

27,266
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 14 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 15 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 16 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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

4


  • 17 -

Yours truly,

By: “Rob Stabile”
(Signature)

Rob Stabile
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

10,000
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

54,573
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 20 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 21 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 22 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 23 -

Yours truly,

By: “Patrick Di Pietro”
(Signature)

Patrick Di Pietro
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

Nil
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

27,266
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 26 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 27 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 28 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 29 -

Yours truly,

By: “Michele Campriani”
(Signature)

Michele Campriani
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

Nil
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

Nil
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 32 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 33 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 34 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 35 -

Yours truly,

By: “Matt Halligan”
(Signature)

Matt Halligan
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

Nil
(Number of Common Shares)
100,000
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

Nil
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Rotto”

Name: Matti Roto

Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 38 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 39 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 40 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 41 -

Yours truly,

By: “Dinesh Sharma”
(Signature)

Dinesh Sharma
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

1,080
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

Nil
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 44 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 45 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


  • 46 -

the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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

4


  • 47 -

Yours truly,

By: “Birgit Troy”
(Signature)

Birgit Troy
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

Nil
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

23,766
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 50 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 51 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

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the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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

4


  • 53 -

Yours truly,

By: “Barry Symons”
(Signature)

Barry Symons
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

10,000
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

27,266
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

Strictly Private and Confidential

September 26, 2025

Qvantel Oy
Hermannin rantatie 8
00580 Helsinki
Finland

Attn: Matti Roto, CEO

Dear Sirs/Madams:

Re: Voting Support Agreement

I, the individual whose name is set forth on the signature page attached to this letter agreement (the "Agreement"), understand that Qvantel Oy ("Purchaser" or "you") and Optiva Inc. (the "Corporation") are entering into an arrangement agreement dated as of the date hereof, as may be amended from time to time (the "Arrangement Agreement"), contemplating an arrangement (the "Arrangement") of the Corporation and you by way of a plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act, pursuant to the terms of the Arrangement Agreement. I am the registered or beneficial owner, directly or indirectly, of, or have direction or control over, such number of Corporation Shares, if any (the "Subject Shares"), and such other rights to acquire Corporation Shares, if any (together with the Subject Shares, the "Subject Securities"), as set forth on the signature page attached to this Agreement. If I become the legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by me following the date hereof but prior to the Corporation Shareholder Meeting, I agree that such additional Corporation Shares shall be deemed to be Subject Shares for the purposes of this Agreement, and I shall abide by the terms of this Agreement in respect of such Corporation Shares.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. I hereby covenant and agree, solely in my capacity as securityholder and not in my capacity as an officer or director of the Corporation:

(a) to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
(b) to vote (or to cause to be voted) all of the Subject Securities, and any other securities of the Corporation directly or indirectly acquired by or issued to the undersigned on or after the date hereof that are beneficially owned by, or over which control or direction is exercised by, the undersigned and which are entitled to be voted at the Corporation Shareholder Meeting (including without limitation any common shares issued upon further exercise of options or other rights to purchase common shares), if any, (i) in favour of the Arrangement and any other matter necessary for the completion of the Arrangement at the Corporation Shareholder Meeting; and (ii) against any resolution proposed at the Corporation Shareholder Meeting which could in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;
(c) no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly


  • 56 -

executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

(d) in response to any request from the Purchaser, confirm whether the action in clause (c) above has been taken;

(e) not to (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

(f) not to, directly or indirectly, sell, transfer, pledge or assign or agree to sell, transfer, pledge or assign any of the Subject Securities or any interest therein, without your prior written consent, except to one or more entities directly or indirectly wholly-owned or controlled by myself, other than: (i) to exercise or surrender Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement, (ii) to authorize the Corporation to withhold common shares that may otherwise be due to me pursuant to the exercise or settlement of Subject Securities or sell (or authorize the Corporation to sell) any common shares to fund employee withholding taxes which must be remitted with respect to the exercise or settlement of Subject Securities, or (iii) to sell Subject Shares to fund the exercise price upon the exercise or settlement of Subject Securities.

  1. Notwithstanding any provision of this Agreement to the contrary, you hereby agree and acknowledge that I am executing this Agreement and am bound hereunder solely in my capacity as a securityholder of the Corporation and that the provisions hereof shall not be deemed or interpreted to bind me in my capacity as an officer or director of the Corporation. Nothing contained in this Agreement shall limit or affect any actions or omissions I may take in my capacity as a director or officer of the Corporation or limit or restrict in any way the exercise of my fiduciary duties as a director or officer of the Corporation including, without limitation, responding in my capacity as a director or officer of the Corporation to an Acquisition Proposal and making any determinations in that regard in the exercise of my fiduciary duties, and no such actions or omissions shall be deemed a breach of this Agreement.

  2. I hereby represent and warrant to you as follows and acknowledge that you are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement:

(a) I am the registered and/or beneficial owner of, or the person exercising control or direction over, the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and I have the sole right to vote or cause to be voted (in the case of Subject Shares) and sell, dispose of or transfer or cause to be sold, disposed of or transferred (in the case of transferable Subject Securities) all of the Subject Securities, subject to the express terms of the Corporation Incentive Plans and of any document evidencing the grant of any applicable Subject Securities;

(b) except for the Arrangement Agreement and this Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the

2


  • 57 -

undersigned or the applicable holder of any of the Subject Securities or any interest therein or right thereto;

(c) the only securities of the Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the undersigned on the date hereof are the Subject Securities (other than securities that are not entitled to acquire common shares in the capital of the Corporation);

(d) I have been afforded the opportunity to obtain independent legal advice and confirm by the execution of this Agreement that I have either done so or waived my right to do so in connection with the entering into of this Agreement, and that any failure on my part to seek independent legal advice shall not affect (and I shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement; and

(e) this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against me in accordance with its terms.

The representations, warranties and covenants of myself set forth herein shall survive until the termination of this Agreement.

  1. This Agreement shall automatically terminate and be of no further force and effect upon the earliest of (i) our mutual written agreement, (ii) the Effective Time, (iii) the termination of the Arrangement Agreement in accordance with its terms or you publicly announcing that you will not be proceeding with the Arrangement, or (iv) any amendment of the Arrangement Agreement to reduce the amount of or the form of the Corporation Shareholder Consideration without my prior written consent. If this Agreement is terminated, the provisions of this Agreement will become void and of no further force or effect without liability of any party to the other parties.

  2. 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 without regard to any conflicts of law provisions.

  3. 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.

  4. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. It is accordingly agreed that the parties are entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, on a non-exclusive basis, in any court of the Province of Ontario having jurisdiction, this being in addition to any other remedy to which such party is entitled at law or in equity.

  5. The parties agree to pay their own respective expenses incurred in connection with this Agreement.

  6. The parties will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require (at the requesting party's cost) to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

  7. The parties consent to the disclosure of the substance of this Agreement in any press release required by applicable laws or any circular relating to the Meetings, including the Circular, and to

3


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the filing of this Agreement on SEDAR+ without redaction other than certain contact information set out herein. A copy of this Agreement may be provided to the directors of the Corporation. Except as required by law or applicable stock exchange requirements, I shall not make any public announcement or statement with respect to the Arrangement or this Agreement without the prior written approval of the Purchaser. Moreover, I agree to provide prior notice to the Purchaser of any public announcement relating to the Arrangement or this Agreement and agree to consult with the Purchaser prior to issuing such public announcement.

  1. This Agreement may be executed in any number of counterparts (including counterparts by docusign or electronic copy) 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 electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the parties.

  2. No party may assign any of their rights or obligations under this Agreement without the prior written consent of the other party.

  3. This Agreement is entered into for the exclusive benefit of Purchaser and its successors or assigns. This Agreement is expressly not intended for the benefit of any creditor of Purchaser or any other person, and no such other person shall have any rights under this Agreement or any agreement between the parties with respect thereto.

  4. Time is of the essence of this Agreement.

  5. The provisions of this Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law so as to effect the intent of the parties hereto, and shall in no way be affected, impaired or invalidated.

  6. This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

  7. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement.

  8. If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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


  • 59 -

Yours truly,

By: “Sönke Jens”
(Signature)

Sönke Jens
(Print Name)

Address:
2233 Argentia Rd, East Tower Suite 302
Mississauga, Ontario L5N 2X7

94
(Number of Common Shares)

Nil
(Number of Stock Options)

Nil
(Number of Restricted Share Units)

Nil
(Number of Performance Share Units)

Nil
(Number of Deferred Share Units)


Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

[Signature Page – D&O Voting Support Agreement]


Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

Maple Rock Master Fund LP (the "Shareholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Arrangement provides for, among other things, the acquisition by the Purchaser of all of the Corporation Shares for a cash consideration of C$0.25 per Corporation Share in accordance with the terms of the Arrangement Agreement. The Shareholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Shareholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for purposes of, and shall only be bound by and entitled to the benefits of, Sections 6, 7 and 9 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Shareholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the Corporation Shares listed in Schedule "A" attached hereto (the "Subject Shares"). If the Shareholder becomes legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by the Shareholder following the date hereof but prior to the Corporation Shareholder Meeting, the Shareholder agrees that such additional Corporation Shares shall be deemed to be Subject Shares for purposes of this Agreement, and the Shareholder shall abide by the terms of this Agreement in respect of such Corporation Shares.
  3. The Shareholder hereby agrees, from the date hereof until the earlier of (i) the date the Arrangement Agreement is terminated in accordance with its terms, and (ii) the termination of the Corporation Shareholder Meeting:

a. to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
b. to vote (or to cause to be voted) the Subject Shares, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


  • 62 -

c. to vote (or to cause to be voted) all of the Subject Shares against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

e. in response to any request from the Purchaser, confirm whether the action in clause (d) above has been taken;

f. except as contemplated by the Arrangement Agreement, not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Shares, in each case without the Purchaser’s prior written consent;

g. shall not: (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

h. except as required pursuant to this Agreement (including to give effect to clause (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Shares or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Shares or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement.

i. shall not through any officer, director, employee, authorized representative or authorized agent:

i. solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

ii. assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

iii. act jointly or in concert with others with respect to the Corporation Shares or any other securities of the Corporation for the purpose of opposing or competing with the Purchaser’s proposed purchase of Corporation Shares as contemplated by the Arrangement;

iv. solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential

2


  • 63 -

information of the Corporation or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

v. participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal;

vi. accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or

vii. knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

j. shall notify the Purchaser promptly if the Shareholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or could 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 material terms and conditions of, and the identity of the Person making, the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all material documents, material correspondence and other materials received from or on behalf of such Person.

  1. Subject to the terms of this Agreement, if the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (including a take-over bid at not less than the Corporation Shareholder Consideration per Corporation Share or an amalgamation) whereby the Purchaser or one of its affiliates would effectively acquire all of the Corporation Shares for cash consideration (i) on economic terms that are equivalent to or better for the Shareholder (and its affiliates which beneficially own Corporation Shares) than those contemplated by the Arrangement Agreement, (ii) on a basis that would not likely result in a delay or time to completion beyond the earlier of (x) 120 days from the date that the Purchaser publicly announces its intention to proceed with the Alternative Transaction and (y) the Outside Date, and (iii) otherwise on terms and conditions not materially more onerous to the Shareholder than the Arrangement (an “Alternative Transaction”), the Shareholder agrees to support, and cause to be supported, the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfil its covenants contained in this Agreement in respect of such Alternative Transaction.

  2. The Shareholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Shareholder in accordance with its terms, and the performance by the Shareholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Shareholder will be a party and by which the Shareholder will be bound at the time of such performance;

b. as at the date hereof the Shareholder has the sole and exclusive right and authority to vote the Subject Shares and no approval of the Shareholder’s securityholders is or will be

3


  • 64 -

required in order to vote the Subject Shares in favour of the Arrangement or to sell the Subject Shares to the Purchaser;

c. there is no requirement of the Shareholder to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Shareholder and the performance of its obligations contemplated hereby; and

d. the Shareholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure on the Shareholder’s part to seek independent legal advice shall not affect (and the Shareholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Shareholder set forth in this Section 5 shall survive until the termination of this Agreement.

  1. The Shareholder acknowledges and agrees that the Purchaser and the Corporation will rely on this Agreement to avail themselves of the “previous arm’s length negotiations” exemption from the formal valuation requirement set forth in Section 4.4(1)(b) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. In this regard:

a. the Shareholder hereby represents and warrants to the Purchaser and the Corporation that:

i. the Shareholder has participated in arm’s length negotiations with the Purchaser in connection with the Arrangement regarding the Corporation Shareholder Consideration to be received by the Corporation Shareholders (excluding the Purchaser, but including the Shareholder) from the Purchaser pursuant to the Arrangement, and the Shareholder agrees to the value and form of such Corporation Shareholder Consideration;

ii. as at the date hereof, the Shareholder beneficially owns, or exercises control or direction over, a total of 1,312,215 Corporation Shares and no other securities (including the PIK Notes); and

iii. as at the date hereof, (i) the Shareholder has full knowledge of and access to information concerning the Corporation and its securities, and (ii) any factors peculiar to the Shareholder, including non-financial factors, that were considered relevant by the Shareholder in assessing the Corporation Shareholder Consideration did not have the effect of reducing the price that would otherwise have been considered acceptable by the Shareholder; and

b. the Purchaser represents and warrants to the Shareholder that, as at the date hereof, the Purchaser does not know of any material information in respect of the Corporation or its Corporation Shares that has not been generally disclosed and if disclosed, could reasonably be expected to increase the agreed Corporation Shareholder Consideration.

  1. The Shareholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by

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  • 65 -

filing on SEDAR+. Except with respect to the foregoing, each of the Purchaser, the Corporation and the Shareholder shall consult with each other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to the parties hereto, acting reasonably; provided that the foregoing shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other parties after reasonable notice will not consent to.

  1. This Agreement shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Board recommending a Superior Proposal and/or authorizing the Corporation to accept, approve or enter into a definitive agreement in respect of a Superior Proposal, (c) the amendment of the Arrangement Agreement to change the amount or form of Corporation Shareholder Consideration (other than to increase the total consideration per Corporation Share or add additional consideration) or in any other manner adverse to the Shareholder, and (d) the Outside Date.

  2. Each of the Purchaser and the Corporation agrees to use commercially reasonable efforts to complete the Arrangement on or before December 31, 2025.

  3. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  4. If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below by an authorized signatory and return the same to the Shareholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Shareholder.

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

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Yours truly,

MAPLE ROCK MASTER FUND LP, BY MAPLE ROCK CAPITAL PARTNERS INC., ITS INVESTMENT MANAGER

By: “Stephen D. Lane”

Name: Stephen D. Lane
Title: CFO

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”

Name: Matti Roto
Title: Chairman and CEO

OPTIVA INC.

By: “Rob Stabile”

Name: Rob Stabile
Title: CEO

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 6, 7 and 9 of this Agreement.

[Signature Page to Voting Support Agreement]


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SCHEDULE "A"

Registered Holder Beneficial Holder Subject Shares
Maple Rock Master Fund LP Maple Rock Master Fund LP 1,312,215

Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

OLP Capital Management Limited (the "Shareholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Shareholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Shareholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for purposes of, and shall only be bound by and entitled to the benefits of, Sections 6 and 7 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Shareholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the Corporation Shares listed in Schedule "A" attached hereto (the "Subject Shares"). If the Shareholder becomes legal or beneficial owner of any additional Corporation Shares, or any additional Corporation Shares become, directly or indirectly, controlled or directed by the Shareholder following the date hereof but prior to the Corporation Shareholder Meeting, the Shareholder agrees that such additional Corporation Shares shall be deemed to be Subject Shares for purposes of this Agreement, and the Shareholder shall abide by the terms of this Agreement in respect of such Corporation Shares.
  3. The Shareholder hereby agrees, from the date hereof until the earlier of (i) the date the Arrangement Agreement is terminated in accordance with its terms, and (ii) the termination of the Corporation Shareholder Meeting:

a. to cause all of the Subject Shares to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting;
b. to vote (or to cause to be voted) the Subject Shares, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


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c. to vote (or to cause to be voted) all of the Subject Shares against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote all of the Subject Shares electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

e. in response to any request from the Purchaser, confirm whether the action in clause (d) above has been taken;

f. except as contemplated by the Arrangement Agreement, not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Shares, in each case without the Purchaser’s prior written consent;

g. shall not: (i) exercise and shall ensure that no beneficial owner of the Subject Shares exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Shares contests in any way the approval of the Arrangement;

h. except as required pursuant to this Agreement (including to give effect to clause (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Shares or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Shares or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement.

i. shall not through any officer, director, employee, authorized representative or authorized agent:

i. solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

ii. assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

iii. act jointly or in concert with others with respect to the Corporation Shares or any other securities of the Corporation for the purpose of opposing or competing with the Purchaser’s proposed purchase of Corporation Shares as contemplated by the Arrangement;

iv. solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential

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information of the Corporation or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

v. participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal;

vi. accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or

vii. knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing.

j. shall notify the Purchaser promptly if the Shareholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or could 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 material terms and conditions of, and the identity of the Person making, the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all material documents, material correspondence and other materials received from or on behalf of such Person.

  1. Subject to the terms of this Agreement, if the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (including a take-over bid at not less than the Corporation Shareholder Consideration per Corporation Share or an amalgamation) whereby the Purchaser or one of its affiliates would effectively acquire all of the Corporation Shares (i) on economic terms that are equivalent to or better for the Shareholder (and its affiliates which beneficially own Corporation Shares) than those contemplated by the Arrangement Agreement, (ii) on a basis that would not likely result in a delay or time to completion beyond the earlier of (x) 120 days from the date that the Purchaser publicly announces its intention to proceed with the Alternative Transaction and (y) the Outside Date, and (iii) otherwise on terms and conditions not materially more onerous to the Shareholder than the Arrangement (an “Alternative Transaction”), the Shareholder agrees to support, and cause to be supported, the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfil its covenants contained in this Agreement in respect of such Alternative Transaction.

  2. The Shareholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Shareholder in accordance with its terms, and the performance by the Shareholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Shareholder will be a party and by which the Shareholder will be bound at the time of such performance;

b. as at the date hereof the Shareholder has the sole and exclusive right and authority to vote the Subject Shares and no approval of the Shareholder’s securityholders is or will be

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required in order to vote the Subject Shares in favour of the Arrangement or to sell the Subject Shares to the Purchaser;

c. there is no requirement of the Shareholder to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Shareholder and the performance of its obligations contemplated hereby; and

d. the Shareholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure on the Shareholder’s part to seek independent legal advice shall not affect (and the Shareholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Shareholder set forth in this Section 5 shall survive until the termination of this Agreement.

  1. The Shareholder acknowledges and agrees that the Purchaser and the Corporation will rely on this Agreement to avail themselves of the “previous arm’s length negotiations” exemption from the formal valuation requirement set forth in Section 4.4(1)(b) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. In this regard:

a. the Shareholder hereby represents and warrants to the Purchaser and the Corporation that:

i. the Shareholder has participated in arm’s length negotiations with the Purchaser in connection with the Arrangement regarding the Corporation Shareholder Consideration to be received by the Corporation Shareholders (excluding the Purchaser, but including the Shareholder) from the Purchaser pursuant to the Arrangement, and the Shareholder agrees to the value and form of such Corporation Shareholder Consideration;

ii. as at the date hereof, the Shareholder beneficially owns, or exercises control or direction over, a total of 998,000 Corporation Shares and no other securities (including the PIK Notes); and

iii. as at the date hereof, (i) the Shareholder has full knowledge of and access to information concerning the Corporation and its securities, and (ii) any factors peculiar to the Shareholder, including non-financial factors, that were considered relevant by the Shareholder in assessing the Corporation Shareholder Consideration did not have the effect of reducing the price that would otherwise have been considered acceptable by the Shareholder; and

b. the Purchaser represents and warrants to the Shareholder that, as at the date hereof, the Purchaser does not know of any material information in respect of the Corporation or its Corporation Shares that has not been generally disclosed and if disclosed, could reasonably be expected to increase the agreed Corporation Shareholder Consideration.

  1. The Shareholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by

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filing on SEDAR+. Except with respect to the foregoing, each of the Purchaser, the Corporation and the Shareholder shall consult with each other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to the parties hereto, acting reasonably; provided that the foregoing shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other parties after reasonable notice will not consent to.

  1. This Agreement shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Board recommending a Superior Proposal and/or authorizing the Corporation to accept, approve or enter into a definitive agreement in respect of a Superior Proposal, (c) the amendment of the Arrangement Agreement to change the amount or form of Corporation Shareholder Consideration (other than to increase the total consideration per Corporation Share or add additional consideration) or in any other manner adverse to the Shareholder, and (d) the Outside Date.

  2. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  3. If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below by an authorized signatory and return the same to the Shareholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Shareholder.

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

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Yours truly,

OLP CAPITAL MANAGEMENT LIMITED

By: “Richard Li”

Name: Richard Li

Title: Managing Partner, Director

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”

Name: Matti Roto

Title: Chairman and CEO

OPTIVA INC.

By: “Rob Stabile”

Name: Rob Stabile

Title: CEO

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 6 and 7 of this Agreement.

[Signature Page to Voting Support Agreement]


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SCHEDULE "A"

Registered Holder Beneficial Holder Subject Shares
Cassini Partners, L.P. OLP Capital Management Limited 384,942
OceanLink Partners Fund, LP OLP Capital Management Limited 613,058

Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

EdgePoint Investment Group Inc. (the "Securityholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Securityholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Shareholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for the purpose of, and shall only be bound by and entitled to the benefits of, Sections 3(n), (o) and (p) and 6 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Securityholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the Corporation Shares (the "Subject Shares") and PIK Notes (the "Subject Notes", and together with the Subject Shares, the "Subject Securities") listed in Schedule "A" attached hereto. If the Securityholder becomes legal or beneficial owner of any additional Corporation Shares or PIK Notes, or any additional Corporation Shares or PIK Notes become, directly or indirectly, controlled or directed by the Securityholder following the date hereof but prior to the Corporation Shareholder Meeting or the Noteholder Meeting, as applicable, the Securityholder agrees that such additional Corporation Shares or PIK Notes, as applicable, shall be deemed to be Subject Securities for purposes of this Agreement, and the Securityholder shall abide by the terms of this Agreement in respect of such Corporation Shares or PIK Notes, as applicable.
  3. The Securityholder hereby agrees, from the date hereof until the termination of this Agreement in accordance with the terms herein:

a. to cause all of the Subject Securities to be counted as present for purposes of establishing quorum at the Corporation Shareholder Meeting and Noteholder Meeting, as applicable;
b. to vote (or to cause to be voted) the Subject Shares, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


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c. to vote (or to cause to be voted) all of the Subject Shares against any Acquisition Proposal or any other resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. to vote (or to cause to be voted) or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) the Subject Notes, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);

e. to vote (or to cause to be voted) or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) all of the Subject Notes against any Acquisition Proposal or any other any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

f. no later than 5 Business Days prior to the proxy cut-off date for the Corporation Shareholder Meeting or the Noteholder Meeting, as applicable, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote or cause to be voted (or provide written consent, as applicable) all of the Subject Securities electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms, electronic votes or consent not to be revoked or withdrawn without the prior written consent of the Purchaser;

g. in response to any request from the Purchaser, confirm whether the action in clause (f) above has been taken;

h. except as contemplated by the Arrangement Agreement, not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Securities, in each case without the Purchaser's prior written consent;

i. shall not: (i) exercise and shall ensure that no beneficial owner of the Subject Securities exercises, and hereby irrevocably waives to the fullest extent permitted by law, any and all rights of dissent or appraisal in respect of the Arrangement; or (ii) contest and shall ensure that no beneficial owner of the Subject Securities contests in any way the approval of the Arrangement;

j. except as required pursuant to this Agreement (including to give effect to clause (b) and (e) above), not to grant or agree to grant any proxy or other right to vote the Subject Securities or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Securities or enter into or subject any of the Subject Securities to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;

k. to use commercially reasonable efforts to perform all acts and things as may be necessary or desirable to consummate and make effective, as soon as reasonably practicable, the

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transactions contemplated the Arrangement Agreement, to and cooperate with the Purchaser in connection therewith;

l. shall, on the Effective Date, enter into the New Credit Facility with the Purchaser, substantially on the terms set forth in the term sheet attached hereto as Schedule “B” hereto, pursuant to which the Securityholder will make available to the Purchaser a new standby loan facility in an aggregate principal amount of US$25 million on the terms set out therein;

m. shall not through any officer, director, employee, authorized representative or authorized agent:

i. solicit proxies or become a participant in a solicitation in opposition to or competition with the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

ii. assist any Person in taking or planning any action that would compete with, restrain or otherwise serve to interfere with or inhibit the Purchaser’s proposed purchase of the Corporation Shares as contemplated by the Arrangement;

iii. act jointly or in concert with others with respect to the Corporation Shares or any other securities of the Corporation for the purpose of opposing or competing with the Purchaser’s proposed purchase of Corporation Shares as contemplated by the Arrangement;

iv. solicit, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information of the Corporation or any of its subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

v. participate in any discussions or negotiations with any Person (other than the Purchaser) regarding any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal;

vi. accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding regarding any Acquisition Proposal; or

vii. knowingly encourage or otherwise facilitate or encourage any effort or attempt by any other Person to do or seek to do any of the foregoing;

n. shall notify the Purchaser promptly if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes, or could 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 material terms and conditions of, and the identity of the Person making, the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide the Purchaser with copies of all material documents, material correspondence and other materials received from or on behalf of such Person;

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o. forbear from exercising, or instructing Computershare Trust Company of Canada, as trustee and collateral agent of the PIK Notes to exercise, its rights and remedies under the PIK Notes;

p. not to accelerate or enforce or take any action or initiate proceeding to accelerate the payment or repayment of any of its PIK Notes, and not to support any other Person in taking any of the foregoing enforcement actions; and

q. to waive any defaults or events of default under the PIK Notes, as applicable, that may occur as a result of the entry into of the Arrangement Agreement or the consummation of the Arrangement.

  1. Subject to the terms of this Agreement, if the Purchaser concludes that it is necessary or desirable to proceed with another form of transaction (including a take-over bid at not less than the Corporation Shareholder Consideration per Corporation Share or an amalgamation) whereby the Purchaser or one of its affiliates would effectively acquire all of the Corporation Shares (i) on economic terms that are equivalent to or better for the Securityholder (and its affiliates which beneficially own Corporation Shares and/or the PIK Notes) than those contemplated by the Arrangement Agreement, (ii) on a basis that would not likely result in a delay or time to completion beyond the earlier of (x) 120 days from the date that the Purchaser publicly announces its intention to proceed with the Alternative Transaction and (y) the Outside Date, and (iii) otherwise on terms and conditions not materially more onerous to the Securityholder than the Arrangement (an “Alternative Transaction”), the Securityholder agrees to support, and cause to be supported, the completion of such Alternative Transaction in the same manner as the Arrangement and shall otherwise fulfil its covenants contained in this Agreement in respect of such Alternative Transaction.

  2. The Securityholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Securityholder in accordance with its terms, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder will be a party and by which the Securityholder will be bound at the time of such performance;

b. as at the date hereof the Securityholder has the sole and exclusive right and authority to vote (or provide consent in respect of) the Subject Securities and no approval of the Securityholder’s securityholders is or will be required in order to vote (or provide consent in respect of) the Subject Securities in favour of the Arrangement or to sell the Subject Securities to the Purchaser;

c. there is no requirement of the Securityholder to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Securityholder and the performance of its obligations contemplated hereby;

d. the Securityholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure

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    on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Securityholder set forth in this Section 5 shall survive until the termination of this Agreement.

  1. The Securityholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by filing on SEDAR+. Except with respect to the foregoing, each of the Purchaser, the Corporation and the Securityholder shall consult with each other before making any public disclosure or announcement of or pertaining to this Agreement, and any such disclosure or announcement shall be mutually satisfactory to the parties hereto, acting reasonably; provided that the foregoing shall not apply to any disclosure or announcement pertaining to this Agreement which a party is advised by legal counsel is required to be made by applicable laws, stock exchange rules or policies of regulatory authorities having jurisdiction and which the other parties after reasonable notice will not consent to.

  2. This Agreement shall terminate upon the Effective Date or the date that is 10 days following the Outside Date and may be terminated at any time by (i) notice in writing by the Purchaser to the Securityholder, or (ii) the mutual agreement in writing of the Purchaser and the Securityholder. This Agreement may be earlier terminated by the Securityholder upon an amendment of the Arrangement Agreement (i) to change the amount or the form of Corporation Shareholder Consideration or Noteholder Consideration (other than to increase the aggregate Consideration payable to the Corporation Shareholders or Noteholders) (ii) to extend the Outside Date under the Arrangement Agreement beyond March 31, 2026, or (iii) in any other manner adverse to the Securityholder, in each case without the prior written of the Securityholder.

  3. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  4. The parties to this Agreement 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 accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties to this Agreement shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting a bond or other security in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedies to which the parties to this Agreement may be entitled at law or in equity, and no party shall object to the granting of injunctive or other equitable relief on the basis that there exists an adequate remedy at law or in equity.

  5. If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated

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    below by an authorized signatory and return the same to the Securityholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Securityholder.

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


Yours truly,

EDGEPOINT INVESTMENT GROUP INC.

By: “Frank Mullen”
Name: Frank Mullen
Title: Chief Investment Officer

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

OPTIVA INC.

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 3(n), (o) and (p) and 6 of this Agreement.

By: “Rob Stabile”
Name: Rob Stabile
Title: CEO

[Signature Page to Voting Support Agreement]


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SCHEDULE “A” – Subject Securities

Registered Holder Beneficial Holder Subject Shares Aggregate Principal Amount of Subject Notes
Cymbria Corporation EdgePoint Investment Group Inc. 606,622 Nil
EdgePoint Canadian Growth & Income Portfolio EdgePoint Investment Group Inc. 511,283 $7,432,379
EdgePoint Canadian Portfolio EdgePoint Investment Group Inc. 605,761 $12,709,001
Investment Council – Institutional Client EdgePoint Investment Group Inc. 90,559 Nil
EdgePoint Global Growth & Income Portfolio EdgePoint Investment Group Inc. Nil $46,827,661
EdgePoint Variable Income Portfolio EdgePoint Investment Group Inc. Nil $14,171,349

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SCHEDULE “B” – Term Sheet for New Credit Facility

[See attached.]


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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 ≥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 ≥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").

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.


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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")

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: (a) 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.


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"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.

(b) Calculation Agent

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.


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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:

(a) 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).

(b) 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:

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).


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Senior Creditor Intercreditor Agreements:

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 LetterOne Arm's Length Loan Agreement on the terms of the LetterOne Arm's Length Loan Agreement in effect on the Effective Date (the "L1 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. LetterOne 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.


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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:

  1. Credit Agreement.
  2. General security agreements.
  3. Unlimited recourse guarantees from each Guarantor guaranteeing the obligations of the Borrower.
  4. Pledges of shares held by the Loan Parties.
  5. Acknowledgement by the Loan Parties of the Pari Passu Intercreditor Agreement (to the extent it has been entered into).
  6. 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
  7. 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.
  8. 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

² NTD: subject to assignments to Designated Senior Indebtedness Creditors.


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  • Such other loan and security documents requested by the Agent, acting reasonably.

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.

(f) 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

(g) 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:

(i) After giving pro forma effect to such Acquisition, the Consolidated Net Leverage Ratio shall be less than 3.00:1; and

(ii) 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


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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.


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(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.


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(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.

(p) 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


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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


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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.

(o) Payment of Taxes. Substantially consistent with Existing Indenture (as defined in the Notes Term Sheet).

(p) Corporate Existence. Substantially consistent with Existing Indenture.

(q) Withholding Taxes. Substantially consistent with Existing Indenture.

(r) 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:

(a) Limitation on Restricted Payments. The Borrower and Restricted Subsidiaries shall not:

(1) 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


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Notes attached to the Arrangement Agreement (the "Notes Term Sheet");

(2) make any principal payment on, or purchase, repurchase, or redeem prior to any scheduled maturity any junior debt; or

(3) 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.

(b) Limitation on Restrictions on Distributions from Restricted Subsidiaries. Substantially consistent with Existing Indenture.

(c) 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 L1 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.

(d) 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

¹ Note: This term sheet assumes that any applicable approval from, or agreements with or in respect of Business Finland, as may be determined to be necessary, will be obtained prior to closing such that the term loan with Business Finland may be treated as junior for the purposes of the indenture. If not, parties to agree, acting reasonably, to revisions to the Term Sheet and accommodate seniority of both L1 (converted) debt and Business Finland debt provided that in no event will the senior secured debt cap exceed €25 million.


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value in any fiscal year. Net proceeds from such asset sales are subject to the 'Mandatory Prepayments' section above.

(e) 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.

(f) 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.

(g) 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.

(h) 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.

(i) Stay, Extension and Usury Laws. Substantially consistent with Existing Indenture.

(j) 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.


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Reporting Requirements:

Usual and customary for transactions of this type, including:

  1. 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.
  2. 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 LetterOne 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


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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


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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.


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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) LetterOne. Neither (i) the EC Loan or (ii) the LetterOne Arm's Length Loan Agreement, has been amended or modified other than pursuant the LetterOne 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.


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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 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


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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.

"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.

"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:

(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

(c) 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 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 LetterOne.

"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.


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"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);

(c) in respect of the face amount of banker's acceptances;

(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,

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 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.

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


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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.

"LetterOne" means LetterOne Technology Growth Sarl.

"LetterOne Arm's Length Loan Agreement" means the loan agreement dated May 23, 2024 between the Borrower and LetterOne, as amended by the entering into of an amended and restated LetterOne Arm's Length Loan Agreement in accordance with the terms and conditions set out in the LetterOne Agreement Regarding the Borrower Loan.

"LetterOne Agreement Regarding the Borrower Loan" means the agreement dated on or about the date of the Arrangement Agreement between LetterOne 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.


Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

[redacted - personal information] (the "Noteholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Noteholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Noteholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for purposes of, and shall only be bound by and entitled to the benefits of, Sections 3(i), (j) and (k), and 5 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Noteholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the PIK Notes listed in Schedule "A" attached hereto (the "Subject Notes"). If the Noteholder becomes legal or beneficial owner of any additional PIK Notes, or any additional PIK Notes become, directly or indirectly, controlled or directed by the Noteholder following the date hereof but prior to the Noteholder Meeting, the Noteholder agrees that such additional PIK Notes shall be deemed to be Subject Notes for purposes of this Agreement, and the Noteholder shall abide by the terms of this Agreement in respect of such PIK Notes.
  3. The Noteholder hereby agrees, from the date hereof until the earlier of (i) the date the Arrangement Agreement is terminated in accordance with its terms, and (ii) the termination of the Noteholder Meeting:

a. to cause all of the Subject Notes to be counted as present for purposes of establishing quorum at the Noteholder Meeting;
b. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, the Subject Notes, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


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c. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, all of the Subject Notes against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. no later than 5 Business Days prior to the proxy cut-off date for the Noteholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote or cause to be voted (or provide written consent, as applicable) all of the Subject Notes electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

e. in response to any request from the Purchaser, confirm whether the action in clause (d) above has been taken;

f. except as contemplated by the Arrangement Agreement, not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Notes, in each case without the Purchaser’s prior written consent;

g. shall not contest and shall ensure that no beneficial owner of the Subject Notes contests in any way the approval of the Arrangement;

h. except as required pursuant to this Agreement (including to give effect to clause (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Notes or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Notes or enter into or subject any of the Subject Notes to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;

i. forbear from exercising, or instructing Computershare Trust Company of Canada, as trustee and collateral agent of the PIK Notes to exercise, its rights and remedies under the PIK Notes;

j. not to accelerate or enforce or take any action or initiate proceeding to accelerate the payment or repayment of any of its PIK Notes, and not to support any other Person in taking any of the foregoing enforcement actions; and

k. to waive any defaults or events of default under the PIK Notes, as applicable, that may occur as a result of the entry into of the Arrangement Agreement or the consummation of the Arrangement.

  1. The Noteholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Noteholder in accordance with its terms, and the performance by the Noteholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Noteholder will be a party and by which the Noteholder will be bound at the time of such performance;

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b. as at the date hereof the Noteholder has the sole and exclusive right and authority to vote the Subject Notes and no approval of the Noteholder’s securityholders is or will be required in order to vote the Subject Notes in favour of the Arrangement or to exchange the Subject Notes for the Noteholder Consideration in respect of the Subject Notes pursuant to the Arrangement;

c. there is no requirement of the Subject Notes to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Noteholder and the performance of its obligations contemplated hereby; and

d. the Noteholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure on the Noteholder’s part to seek independent legal advice shall not affect (and the Noteholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Noteholder set forth in this Section 4 shall survive until the termination of this Agreement.

  1. The Noteholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by filing on SEDAR+; provided that any copy of this Agreement so filed shall redact the identity and securityholdings of the Noteholder. Each of the Corporation and the Purchaser agrees, on its own behalf and on behalf of its Representatives, not to disclose the identity of, or the principal amount of Subject Notes held by the Noteholder; provided, however, that such information may be disclosed: (i) to the Representatives of the Corporation or the Purchaser, as applicable, provided that each such Representative needs to know such information for purposes of the Arrangement and is informed of the confidential nature of such information; and (ii) to Persons in response to, and to the extent required by applicable Law, by any stock exchange rules on which its securities are traded, by any Governmental Entity or by any subpoena or other legal process, including, without limitation, by any court of competent jurisdiction or applicable rules, regulations or procedures of a court of competent jurisdiction; provided that (A) the aggregate principal amount of PIK Notes held by all holders of PIK Notes that have executed a support agreement in favour of the Purchaser and the Corporation collectively, from time to time, may be set out in any public disclosure, including, without limitation, press releases, information circulars and court materials, produced by the Corporation, (B) the Corporation or the Purchaser, as applicable, may disclose the identity and holdings of PIK Notes of the Noteholder in any action to enforce this Agreement against the Noteholder, and only to the extent necessary to enforce this Agreement against the Noteholder. For the avoidance of doubt, the Corporation further agrees that any public filings of this Agreement that includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the identity and holdings of the Noteholder, unless otherwise required by Law or a regulatory agency.

  2. This Agreement shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Board recommending a Superior Proposal and/or authorizing the Corporation to accept, approve or enter into a definitive agreement in respect of a Superior Proposal, (c) the amendment of the Arrangement Agreement to change the amount or form of Noteholder Consideration (other than to increase the


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total consideration to the Noteholders or add additional consideration) or in any other manner adverse to the Noteholder, and (d) the Outside Date.

  1. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  2. If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below by an authorized signatory and return the same to the Noteholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Noteholder.

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

4


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Yours truly,

[redacted – personal information]

By: [redacted – personal information]
Name: [redacted – personal information]
Title: [redacted – personal information]

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

OPTIVA INC.

By: “Rob Stabile”
Name: Rob Stabile
Title: CEO

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 3(i), (j) and (k) and 5 of this Agreement.

[Signature Page to Voting Support Agreement]


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SCHEDULE "A"

Registered Holder Beneficial Holder Aggregate Principal Amount of Subject Notes
[redacted – personal information] [redacted – personal information] [redacted – personal information]

Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

[redacted - personal information] (the "Noteholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Noteholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Noteholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for purposes of, and shall only be bound by and entitled to the benefits of, Sections 3(i), (j) and (k), and 5 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Noteholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the PIK Notes listed in Schedule "A" attached hereto (the "Subject Notes"). If the Noteholder becomes legal or beneficial owner of any additional PIK Notes, or any additional PIK Notes become, directly or indirectly, controlled or directed by the Noteholder following the date hereof but prior to the Noteholder Meeting, the Noteholder agrees that such additional PIK Notes shall be deemed to be Subject Notes for purposes of this Agreement, and the Noteholder shall abide by the terms of this Agreement in respect of such PIK Notes.
  3. The Noteholder hereby agrees, from the date hereof until the earlier of (i) the date the Arrangement Agreement is terminated in accordance with its terms, and (ii) the termination of the Noteholder Meeting:

a. to cause all of the Subject Notes to be counted as present for purposes of establishing quorum at the Noteholder Meeting;
b. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, the Subject Notes, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


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c. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, all of the Subject Notes against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. no later than 5 Business Days prior to the proxy cut-off date for the Noteholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote or cause to be voted (or provide written consent, as applicable) all of the Subject Notes electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

e. in response to any request from the Purchaser, confirm whether the action in clause (d) above has been taken;

f. except (i) as contemplated by the Arrangement Agreement or (ii) to an affiliate (provided that such affiliate shall agree to be bound by the terms of this Agreement), not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Notes, in each case without the Purchaser’s prior written consent;

g. shall not contest and shall ensure that no beneficial owner of the Subject Notes contests in any way the approval of the Arrangement;

h. except as required pursuant to this Agreement (including to give effect to clause (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Notes or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Notes or enter into or subject any of the Subject Notes to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;

i. forbear from exercising, or instructing Computershare Trust Company of Canada, as trustee and collateral agent of the PIK Notes to exercise, its rights and remedies under the PIK Notes;

j. not to accelerate or enforce or take any action or initiate proceeding to accelerate the payment or repayment of any of its PIK Notes, and not to support any other Person in taking any of the foregoing enforcement actions; and

k. to waive any defaults or events of default under the PIK Notes, as applicable, that may occur as a result of the entry into of the Arrangement Agreement or the consummation of the Arrangement.

  1. The Noteholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Noteholder in accordance with its terms, and the performance by the Noteholder of its obligations hereunder will not constitute a violation or breach of or

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  • 114 -
    default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Noteholder will be a party and by which the Noteholder will be bound at the time of such performance;

b. as at the date hereof the Noteholder has the sole and exclusive right and authority to vote the Subject Notes and no approval of the Noteholder’s securityholders is or will be required in order to vote the Subject Notes in favour of the Arrangement or to exchange the Subject Notes for the Noteholder Consideration in respect of the Subject Notes pursuant to the Arrangement;

c. there is no requirement of the Subject Notes to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Noteholder and the performance of its obligations contemplated hereby; and

d. the Noteholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure on the Noteholder’s part to seek independent legal advice shall not affect (and the Noteholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Noteholder set forth in this Section 4 shall survive until the termination of this Agreement.

  1. The Noteholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by filing on SEDAR+; provided that any copy of this Agreement so filed shall redact the identity and securityholdings of the Noteholder. Each of the Corporation and the Purchaser agrees, on its own behalf and on behalf of its Representatives, not to disclose the identity of, or the principal amount of Subject Notes held by the Noteholder; provided, however, that such information may be disclosed: (i) to the Representatives of the Corporation or the Purchaser, as applicable, provided that each such Representative needs to know such information for purposes of the Arrangement and is informed of the confidential nature of such information; and (ii) to Persons in response to, and to the extent required by applicable Law, by any stock exchange rules on which its securities are traded, by any Governmental Entity or by any subpoena or other legal process, including, without limitation, by any court of competent jurisdiction or applicable rules, regulations or procedures of a court of competent jurisdiction; provided that (A) the aggregate principal amount of PIK Notes held by all holders of PIK Notes that have executed a support agreement in favour of the Purchaser and the Corporation collectively, from time to time, may be set out in any public disclosure, including, without limitation, press releases, information circulars and court materials, produced by the Corporation, (B) the Corporation or the Purchaser, as applicable, may disclose the identity and holdings of PIK Notes of the Noteholder in any action to enforce this Agreement against the Noteholder, and only to the extent necessary to enforce this Agreement against the Noteholder. For the avoidance of doubt, the Corporation further agrees that any public filings of this Agreement that includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the identity and holdings of the Noteholder, unless otherwise required by Law or a regulatory agency.

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  • This Agreement shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Board recommending a Superior Proposal and/or authorizing the Corporation to accept, approve or enter into a definitive agreement in respect of a Superior Proposal, (c) the amendment of the Arrangement Agreement to change the amount or form of Noteholder Consideration (other than to increase the total consideration to the Noteholders or add additional consideration) or in any other manner adverse to the Noteholder, and (d) the Outside Date.

  • This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  • If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below by an authorized signatory and return the same to the Noteholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Noteholder.

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

4


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Yours truly,

[redacted – personal information]

By: [redacted – personal information]
Name: [redacted – personal information]
Title: [redacted – personal information]

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

OPTIVA INC.

By: “Rob Stabile”
Name: Rob Stabile
Title: CEO

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 3(i), (j) and (k) and 5 of this Agreement.

[Signature Page to Voting Support Agreement]


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SCHEDULE "A"

Registered Holder Beneficial Holder Aggregate Principal Amount of Subject Notes
[redacted – personal information] [redacted – personal information] [redacted – personal information]

Execution Version

VOTING SUPPORT AGREEMENT

September 26, 2025

Qvantel Oy Hermannin rantatie 8 00580 Helsinki Finland Optiva Inc. 2233 Argentia Rd, East Tower Suite 302 Mississauga, Ontario L5N 2X7

Dear Sirs/Madams:

Re: Voting and Support Agreement

[redacted - personal information] (the "Noteholder") understands that Qvantel Oy (the "Purchaser") and Optiva Inc. (the "Corporation") wish to enter into an arrangement agreement dated as of the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Corporation under Section 192 of the Canada Business Corporations Act pursuant to the terms of the Arrangement Agreement. The Noteholder believes it will derive benefit from the Arrangement and wishes to confirm its support for the Arrangement.

The Noteholder and the Purchaser understand and agree that the Corporation is a party to this letter agreement (the "Agreement") solely for purposes of, and shall only be bound by and entitled to the benefits of, Sections 3(i), (j) and (k), and 5 thereof.

  1. All capitalized terms used but not otherwise defined herein shall have the respective meaning ascribed to them in the Arrangement Agreement.
  2. The Noteholder is the legal or beneficial owner of or exercises voting control or direction over, directly or indirectly, the PIK Notes listed in Schedule "A" attached hereto (the "Subject Notes"). If the Noteholder becomes legal or beneficial owner of any additional PIK Notes, or any additional PIK Notes become, directly or indirectly, controlled or directed by the Noteholder following the date hereof but prior to the Noteholder Meeting, the Noteholder agrees that such additional PIK Notes shall be deemed to be Subject Notes for purposes of this Agreement, and the Noteholder shall abide by the terms of this Agreement in respect of such PIK Notes.
  3. The Noteholder hereby agrees, from the date hereof until the earlier of (i) the date the Arrangement Agreement is terminated in accordance with its terms, and (ii) the termination of the Noteholder Meeting:

a. to cause all of the Subject Notes to be counted as present for purposes of establishing quorum at the Noteholder Meeting;
b. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, the Subject Notes, in favour of the Arrangement and any other matter necessary for the completion of the Arrangement (including in favour of all matters recommended by management of the Corporation that could reasonably be required in furtherance of the actions contemplated thereby);


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c. to vote (or to cause to be voted), or to provide written consent (or to cause to provide written consent) (including a written consent in lieu of a meeting) in respect of, all of the Subject Notes against any resolution or transaction which would in any manner, frustrate, prevent, delay or nullify the Arrangement or any of the other transactions contemplated thereby;

d. no later than 5 Business Days prior to the proxy cut-off date for the Noteholder Meeting, to: (i) deliver or to cause to be delivered to the Corporation duly executed proxies or voting instruction forms voting in favour of the Arrangement; or (ii) vote or cause to be voted (or provide written consent, as applicable) all of the Subject Notes electronically in favour of the Arrangement; in each case, such proxy, voting instruction forms or electronic votes not to be revoked or withdrawn without the prior written consent of the Purchaser;

e. in response to any request from the Purchaser, confirm whether the action in clause (d) above has been taken;

f. except (i) as contemplated by the Arrangement Agreement or (ii) to an affiliate (provided that such affiliate shall agree to be bound by the terms of this Agreement), not to, directly or indirectly, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber, tender to any offer, transfer any economic interest (directly or indirectly) or otherwise convey any of the Subject Notes, in each case without the Purchaser’s prior written consent;

g. shall not contest and shall ensure that no beneficial owner of the Subject Notes contests in any way the approval of the Arrangement;

h. except as required pursuant to this Agreement (including to give effect to clause (b) above), not to grant or agree to grant any proxy or other right to vote the Subject Notes or enter into any voting trust or pooling agreement or arrangement in respect of the Subject Notes or enter into or subject any of the Subject Notes to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting or tendering thereof or revoke any proxy granted pursuant to this Agreement;

i. forbear from exercising, or instructing Computershare Trust Company of Canada, as trustee and collateral agent of the PIK Notes to exercise, its rights and remedies under the PIK Notes;

j. not to accelerate or enforce or take any action or initiate proceeding to accelerate the payment or repayment of any of its PIK Notes, and not to support any other Person in taking any of the foregoing enforcement actions; and

k. to waive any defaults or events of default under the PIK Notes, as applicable, that may occur as a result of the entry into of the Arrangement Agreement or the consummation of the Arrangement.

  1. The Noteholder hereby represents and warrants that:

a. this Agreement has been duly executed and delivered and is a valid and binding agreement, enforceable against the Noteholder in accordance with its terms, and the performance by the Noteholder of its obligations hereunder will not constitute a violation or breach of or

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default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the Noteholder will be a party and by which the Noteholder will be bound at the time of such performance;

b. as at the date hereof the Noteholder has the sole and exclusive right and authority to vote the Subject Notes and no approval of the Noteholder’s securityholders is or will be required in order to vote the Subject Notes in favour of the Arrangement or to exchange the Subject Notes for the Noteholder Consideration in respect of the Subject Notes pursuant to the Arrangement;

c. there is no requirement of the Subject Notes to make any filing with, give any notice to, or obtain any consent, approval or waiver of, any person in connection with the execution and delivery by the Noteholder and the performance of its obligations contemplated hereby; and

d. the Noteholder has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement, and that any failure on the Noteholder’s part to seek independent legal advice shall not affect (and the Noteholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

The representations, warranties and covenants of the Noteholder set forth in this Section 4 shall survive until the termination of this Agreement.

  1. The Noteholder irrevocably and unconditionally consents to (i) the details of this Agreement being set out in the news release(s) of the Purchaser and the Corporation with respect to the Arrangement and in the Circular, and (ii) a form of this Agreement being made publicly available, including by filing on SEDAR+; provided that any copy of this Agreement so filed shall redact the identity and securityholdings of the Noteholder. Each of the Corporation and the Purchaser agrees, on its own behalf and on behalf of its Representatives, not to disclose the identity of, or the principal amount of Subject Notes held by the Noteholder; provided, however, that such information may be disclosed: (i) to the Representatives of the Corporation or the Purchaser, as applicable, provided that each such Representative needs to know such information for purposes of the Arrangement and is informed of the confidential nature of such information; and (ii) to Persons in response to, and to the extent required by applicable Law, by any stock exchange rules on which its securities are traded, by any Governmental Entity or by any subpoena or other legal process, including, without limitation, by any court of competent jurisdiction or applicable rules, regulations or procedures of a court of competent jurisdiction; provided that (A) the aggregate principal amount of PIK Notes held by all holders of PIK Notes that have executed a support agreement in favour of the Purchaser and the Corporation collectively, from time to time, may be set out in any public disclosure, including, without limitation, press releases, information circulars and court materials, produced by the Corporation, (B) the Corporation or the Purchaser, as applicable, may disclose the identity and holdings of PIK Notes of the Noteholder in any action to enforce this Agreement against the Noteholder, and only to the extent necessary to enforce this Agreement against the Noteholder. For the avoidance of doubt, the Corporation further agrees that any public filings of this Agreement that includes executed signature pages to this Agreement shall include such signature pages only in redacted form with respect to the identity and holdings of the Noteholder, unless otherwise required by Law or a regulatory agency.

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  • This Agreement shall terminate and be of no further force and effect upon the earlier of (a) the termination of the Arrangement Agreement in accordance with its terms, (b) the Board recommending a Superior Proposal and/or authorizing the Corporation to accept, approve or enter into a definitive agreement in respect of a Superior Proposal, (c) the amendment of the Arrangement Agreement to change the amount or form of Noteholder Consideration (other than to increase the total consideration to the Noteholders or add additional consideration) or in any other manner adverse to the Noteholder, and (d) the Outside Date.

  • This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and the parties hereto irrevocably attorn to the jurisdiction of the Ontario courts situated in the City of Toronto and waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum. This Agreement may be executed in any number of counterparts (including counterparts by docusign or other electronic copy) and all such counterparts taken together shall be deemed to constitute one and the same instrument.

  • If the foregoing is in accordance with your understanding and is agreed to by each of you, please signify your acceptance by the execution of the enclosed copies of this Agreement where indicated below by an authorized signatory and return the same to the Noteholder, upon which this Agreement as so accepted shall constitute an agreement among the Purchaser, the Corporation and the Noteholder.

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

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Yours truly,

[redacted – personal information]

By: [redacted – personal information]
Name: [redacted – personal information]
Title: [redacted – personal information]

Accepted and agreed on this 26th day of September, 2025.

QVANTEL OY

By: “Matti Roto”
Name: Matti Roto
Title: Chairman and CEO

OPTIVA INC.

By: “Rob Stabile”
Name: Rob Stabile
Title: CEO

Solely for the purpose of evidencing its agreement to be bound by, and entitled to the benefits of, the terms and conditions of Sections 3(i), (j) and (k) and 5 of this Agreement.

[Signature Page to Voting Support Agreement]


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SCHEDULE "A"

Registered Holder Beneficial Holder Aggregate Principal Amount of Subject Notes
[redacted – personal information] [redacted – personal information] [redacted – personal information]