Pivot Technology Solutions, Inc. — M&A Activity 2020

Sep 18, 2020

COMPUTACENTER PLC

and

1264283 B.C. LTD.

and

PIVOT TECHNOLOGY SOLUTIONS, INC.

ARRANGEMENT AGREEMENT September 8, 2020

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION ................................................................................................. 1	ARTICLE 1 INTERPRETATION ................................................................................................. 1
Section 1.1	Defined Terms ............................................................................................... 1
Section 1.2	Certain Rules of Interpretation ......................................................................13
ARTICLE 2 THE	ARRANGEMENT ...........................................................................................14
Section 2.1	Arrangement .................................................................................................14
Section 2.2	Interim Order ................................................................................................14
Section 2.3	The Company Meeting ..................................................................................15
Section 2.4	The Company Circular ..................................................................................16
Section 2.5	Final Order ....................................................................................................17
Section 2.6	Court Proceedings ........................................................................................18
Section 2.7	Articles of Arrangement and Effective Date ...................................................18
Section 2.8	Payment of Consideration .............................................................................19
Section 2.9	Adjustments to Consideration .......................................................................19
Section 2.10	Withholding Taxes ........................................................................................19
Section 2.11	List of Company Shareholders ......................................................................19
Section 2.12	Incentive Plan Matters ..................................................................................20
ARTICLE 3 REPRESENTATIONS AND WARRANTIES ...........................................................20
Section 3.1	Representations and Warranties of the Company .........................................20
Section 3.2	Representations and Warranties of the Purchaser and the Parent ................20
ARTICLE 4 COVENANTS .........................................................................................................21
Section 4.1	Conduct of Business of the Company ...........................................................21
Section 4.2	Interim Period Consents ...............................................................................25
Section 4.3	Covenants Relating to the Arrangement .......................................................25
Section 4.4	Cooperation Regarding Reorganization ........................................................26
Section 4.5	Bump Transactions .......................................................................................27
Section 4.6	Financing Cooperation ..................................................................................28
Section 4.7	Regulatory Approvals ....................................................................................30
Section 4.8	Access to Information; Confidentiality ...........................................................31
Section 4.9	Public Communications ................................................................................31
Section 4.10	Notice and Cure Provisions...........................................................................32
Section 4.11	Insurance and Indemnification ......................................................................32
Section 4.12	TSX De-listing ...............................................................................................33
ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ..........................33
Section 5.1	Non-Solicitation .............................................................................................33
Section 5.2	Notification of Acquisition Proposals .............................................................34
Section 5.3	Responding to an Acquisition Proposal .........................................................35
Section 5.4	Right to Match...............................................................................................35
ARTICLE 6 CONDITIONS.........................................................................................................37

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Section 6.1	Mutual Conditions Precedent ........................................................................37
Section 6.2	Additional Conditions Precedent to the Obligations of the Purchaser ............37
Section 6.3	Additional Conditions Precedent to the Obligations of the Company .............38
Section 6.4	Satisfaction of Conditions .............................................................................39
ARTICLE 7 TERM AND TERMINATION ...................................................................................39
Section 7.1	Term .............................................................................................................39
Section 7.2	Termination ...................................................................................................39
Section 7.3	Effect of Termination/Survival .......................................................................41
ARTICLE 8 GENERAL PROVISIONS .......................................................................................42
Section 8.1	Amendments ................................................................................................42
Section 8.2	Company Termination Amount .....................................................................42
Section 8.3	Expenses ......................................................................................................44
Section 8.4	Acknowledgment ..........................................................................................44
Section 8.5	Notices .........................................................................................................44
Section 8.6	Time of the Essence .....................................................................................45
Section 8.7	Injunctive Relief ............................................................................................46
Section 8.8	Third Party Beneficiaries ...............................................................................46
Section 8.9	Waiver ..........................................................................................................46
Section 8.10	Entire Agreement ..........................................................................................46
Section 8.11	Successors and Assigns ...............................................................................47
Section 8.12	Severability ...................................................................................................47
Section 8.13	Governing Law..............................................................................................47
Section 8.14	Rules of Construction ....................................................................................47
Section 8.15	No Liability ....................................................................................................47
Section 8.16	Parent Guarantee .........................................................................................48
Section 8.17	Counterparts .................................................................................................48
SCHEDULE A PLAN OF ARRANGEMENT ............................................................................ A-1
SCHEDULE B ARRANGEMENT RESOLUTION ..................................................................... B-1
SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY ................... C-1
SCHEDULE D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE
PARENT D-1

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of September 8, 2020,

BETWEEN:

COMPUTACENTER PLC , a public limited company incorporated under the laws of England and Wales

(the “ Parent ”)

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1264283 B.C. LTD. , a corporation existing under the laws of the Province of British Columbia

(the “ Purchaser ”)

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PIVOT TECHNOLOGY SOLUTIONS, INC. , a corporation existing under the laws of the Province of Ontario

(the “ Company ”)

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

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms

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

“ Acceptable Confidentiality Agreement ” has the meaning ascribed thereto in Section 5.3.

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer or proposal from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) after the date of this Agreement, whether written or oral, relating to: (i) any sale or disposition (or any lease, license or other arrangement having the same economic effect as a sale or disposition), direct or indirect, through one or more related transactions of (A) assets representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated annual revenue of the Company and its Subsidiaries, or (B) 20% or more of the voting or equity securities (or rights or interests in such voting or equity securities) of the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the

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Company and its Subsidiaries; (ii) any take-over bid, tender offer, exchange offer or other similar transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the Company and its Subsidiaries; or (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction or series of related transactions involving the Company or any of its Subsidiaries whose assets or revenues, individually or in the aggregate, represent 20% or more of the consolidated assets or contribute 20% or more of the consolidated annual revenue of the Company and its Subsidiaries.

“ Action ” means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit or other proceeding (whether civil, administrative, quasi-criminal or criminal) before any Governmental Entity against or involving such Person or its business or affecting its assets.

“ Affected Securityholders ” means, collectively, the Company Shareholders, the holders of Company Options and the holders of RSUs.

“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions .

“ Agreement ” means this arrangement agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.

“ Arrangement ” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Resolution ” means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by Company Shareholders, substantially in the form set out in Schedule B.

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

“ Authorization ” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

“ Award ” means any judgment, decree, injunction, ruling, award, decision or order of any Governmental Entity.

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“ Board ” means the board of directors of the Company as constituted from time to time.

“ Board Recommendation ” has the meaning ascribed thereto in Section 2.4(2).

“ Books and Records ” means: (a) all of the Company’s and its Subsidiaries’ books of account, accounting records and other financial data and information, including copies of Tax records; (b) the corporate records of the Company and its Subsidiaries; (c) all sales and purchase records, lists of suppliers and customers, credit and pricing information and business and consulting reports; and (d) all other books, documents, files, records, correspondence, data and information, financial or otherwise, that are in the possession or under the control of the Company or any of its Subsidiaries, including all data and information stored electronically or on computer related media.

“ Breaching Party ” has the meaning ascribed thereto in Section 4.10(3).

“ Bump Transactions ” has the meaning ascribed thereto in Section 4.5(2).

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

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

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Change in Recommendation ” has the meaning ascribed thereto in Section 7.2(1)(d)(ii).

“ Closing ” has the meaning ascribed thereto in Section 2.7(3).

“ Collective Agreements ” means all collective bargaining agreements binding as at the date of this Agreement on the Company and all related letters or memoranda of understanding to the collective bargaining agreements binding as at the date of this Agreement on the Company which impose collective bargaining obligations upon the Company or any of its Subsidiaries.

“ Company ” has the meaning ascribed thereto in the preamble hereto.

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

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

“ Company Employees ” means the current officers and employees of the Company and its Subsidiaries as at the date of this Agreement.

“ Company Filings ” means all documents publicly filed by or on behalf of the Company on SEDAR since January 1, 2018 which are publicly available as of the date hereof.

“ Company Material Adverse Effect ” means any change, event, occurrence, effect or circumstance that, individually or in the aggregate, with other such changes, events, occurrences, effects or circumstances, is or could reasonably be expected to have a material and adverse effect on the business, affairs, operations, assets, liabilities, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, except any such change, event, occurrence, effect or circumstance arising out of, relating to, resulting from or attributable to:

• (a) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;

• (b) any change, development or condition adversely affecting the industry in which the Company operates;

• (c) any change, development or condition resulting from any act of sabotage or terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war;

• (d) any change in applicable generally accepted accounting principles, including IFRS;

• (e) any earthquake, flood or other natural disaster or outbreaks or worsening of illness (including COVID-19);

• (f) any adoption, proposal, implementation or change in Law or any interpretation, application or non-application of any Laws by any Governmental Entity;

• (g) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement (other than Section 4.1(1)) or that is consented to by the Parent or the Purchaser in writing;

• (h) any matter which has been specifically disclosed by the Company in the Company Disclosure Letter or in the Company Filings prior to the date hereof;

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• (i) any labour strike, dispute, work slowdown or stoppage involving or threatened against the Company or its Subsidiaries;

• (j) the execution, announcement, pendency or performance of this Agreement or consummation of the Arrangement;

• (k) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred, provided that such causes are not otherwise excluded from the definition of “Company Material Adverse Effect”), or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade; or

• (l) any failure by the Company or its Subsidiaries to meet any internal, third party or public projections, forecasts, guidance or estimates of revenues or earnings (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred, provided that such causes are not otherwise excluded from the definition of “Company Material Adverse Effect”);

provided, however, (i) if an effect referred to in clauses (a) through to and including (f) above, has a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company or any of its Subsidiaries operate, such effect may be taken into account in determining whether a Company Material Adverse Effect has occurred; and (ii) references in certain Sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative for purposes of determining whether a “Company Material Adverse Effect” has occurred.

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

“ Company Options ” means the outstanding options to purchase Company Shares issued pursuant to the Stock Option Plan.

“ Company Sensitive Information ” has the meaning ascribed thereto in paragraph (z) of Schedule C.

“ Company Share ” means a common share in the capital of the Company.

“ Company Shareholders ” means the registered and/or beneficial holders of the Company Shares, as the context requires.

“ Company Termination Amount ” has the meaning ascribed thereto in Section 8.2(1) and Section 8.2(2), as applicable.

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“ Company Termination Amount Event ” has the meaning ascribed thereto in Section 8.2(1).

“ Company’s Constating Documents ” means the articles of incorporation and by-laws of the Company and all amendments to such articles or by-laws.

“ Competition Act ” means the Competition Act (Canada).

“ Confidentiality Agreement ” means the confidentiality agreement dated July 13, 2020.

“ Consideration ” means $2.60 per Company Share.

“ Contemplated Reorganization Transaction ” has the meaning ascribed thereto in Section 4.4.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, licence, lease, obligation or undertaking to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of its assets is subject.

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

“ COVID-19 Measures ” has the meaning ascribed thereto in Section 4.1(1).

“ Credit Agreement ” means the credit agreement dated September 31, 2015 among the Company, Pivot Acquisition Corporation, Pivot Shared Services Limited, and other loan parties from time to time party thereto, the lenders party thereto from time to time and JPMorgan Chase Bank, N.A.

“ Data Breach ” means the loss or the accidental or unlawful destruction of, or the unauthorized access to, or disclosure of, Personal information.

“ Data Room ” means the material contained in the virtual data room established by the Company as at 5:00 p.m. on September 6, 2020, the index of documents of which is appended to the Company Disclosure Letter.

“ Depositary ” means such Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Director ” has the meaning specified in section 1(1) of the OBCA.

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

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

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

“ Employee Plans ” means all health, dental or other medical, life, disability or other insurance (whether insured or self-insured), welfare, mortgage insurance, employee loan,

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employee assistance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, deferred compensation, share purchase, share or share-based compensation, share appreciation, pension, retirement, post-employment, savings, supplemental retirement, severance or termination pay (other than statutory severance or statutory severance pay), and any other similar employee benefit plans, programs, practices, policies, agreements, arrangements or undertakings (whether written or unwritten) provided for the benefit of employees, former employees, directors or former directors of the Company or its Subsidiaries, or their respective dependents or beneficiaries, which are maintained by or binding upon the Company or its Subsidiaries, or in respect of which the Company or its Subsidiaries has any actual, contingent or inchoate liability, but shall not include benefit plans that the Company or its Subsidiaries are required by any domestic or foreign statute to participate in or contribute to such as the Canada Pension Plan, any health or drug plan established and administered by a province or territory of Canada and workers’ compensation insurance provided by federal, provincial or territorial Laws or a comparable program established and administered outside Canada.

“ Environmental Laws ” means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health and safety, noise control, pollution, reclamation or the protection of the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

“ Fairness Opinion ” means the opinion of Raymond James Ltd. to the effect that, as of the date of this Agreement, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders.

“ FCPA ” means the U.S. Foreign Corrupt Practices Act of 1977, as amended.

“ Final Order ” means the order of the Court approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or as such order may be affirmed or amended on appeal (provided that any such amendment is satisfactory to each of the Parties, acting reasonably).

“ Financing ” has the meaning ascribed thereto in Section 4.6(1).

“ Financing Materials ” has the meaning ascribed thereto in Section 4.6(2).

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasigovernmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange.

“ 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, at the relevant time, applied on a consistent basis.

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“ Intellectual Property ” means all intellectual property and all domestic and foreign intellectual property rights including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, re-examinations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration and any works of authorship; (c) mask works, mask work registrations and applications for mask work registrations; (d) designs and similar rights, design registrations, design registration applications and integrated circuit topographies and similar rights; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, social media accounts, common law trade-marks, trade-mark registrations, trade mark applications, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know how.

“ Interim Order ” means the interim order of the Court providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

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

“ IT Systems ” has the meaning ascribed thereto in paragraph (z) of Schedule C.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Award, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated, rendered, issued, ordered or applied by a Governmental Entity that is binding upon or otherwise applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Leased Properties ” has the meaning ascribed thereto in paragraph (u) of Schedule C.

“ Liens ” means with respect to any property or asset, any mortgage, deed of trust, lien, charge, pledge, encumbrance, hypothec, security interest, prior claim, easement, lease, sublease, license, restriction, right, option, conditional sale or other title retention agreement or other similar adverse claim (statutory or otherwise), in each case, whether contingent or absolute.

“ Matching Period ” has the meaning ascribed thereto in Section 5.4(1)(d).

“ Material Contract ” means (i) any Collective Agreement, (ii) any Contract that if terminated or modified or if it ceased to be in effect, could reasonably be expected to have a Company Material Adverse Effect; (iii) any Contract relating directly or indirectly to the guarantee of any liabilities or obligations or to indebtedness for borrowed money if such guarantee of liabilities, obligations or indebtedness is in excess of $1 million; (iv) any Contract under which indebtedness in excess of $1 million is or may become outstanding, other than any such Contract between two or more wholly-owned Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries; (v) any Contract, other than a Contract between two or more wholly-owned Subsidiaries of the Company or between the Company and one or more of its wholly-owned Subsidiaries, under which the Company or any of its Subsidiaries is obligated to make or

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expects to receive payments in excess of $1 million over the remaining term, provided that if such a Contract contemplates services being performed or payment made pursuant to a statement of work, purchase order or similar arrangement, such Contract will only be considered a Material Contract if there is a single statement of work, purchase order or similar arrangement pursuant to which the Company or any of its Subsidiaries is obligated to make or expects to receive payments in excess of $1 million as of the date of this Agreement; (vi) any Contract that creates an exclusive dealing arrangement or right of first offer or refusal; (vii) any Contract providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $1 million; (viii) any Contract that limits or restricts in any material respect (A) the ability of the Company or any Subsidiary to engage in any line of business or carry on business in any geographic area, or (B) the scope of Persons to whom the Company or any of its Subsidiaries may sell products, excluding any contracts (other than contracts with a customer of the Company and its Subsidiaries identified as one of the top 50 customers of the Company and its Subsidiaries on the list made available to the Purchaser) containing non-solicitation provisions agreed to in the Ordinary Course under a teaming agreement, referral fee agreement or subcontractor agreement which may restrict the solicitation of certain customers for whom the relationship was brought to Company or its Subsidiaries by a third party or jointly developed with a third party; (ix) any Contract providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of the Company or its Subsidiaries has a fair market value which exceeds $1 million; or (x) any Contract which requires the Company or any of its Subsidiaries to pay an amount to any financial advisor, bank, dealer or broker as a consequence of the consummation of the transactions contemplated hereby.

“ Misrepresentation ” has the meaning ascribed thereto under Securities Laws.

“ OBCA ” means the Business Corporations Act (Ontario).

“ officer ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Ordinary Course ” means, with respect to an action taken by the Company or its Subsidiaries, that such action is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries consistent with past practice, as the same may be varied, in good faith and on a commercially reasonable basis, to take into account any applicable COVID-19 Measures or in response to the actual or reasonably anticipated effect of the COVID-19 pandemic.

“ Outside Date ” means December 31, 2020, or such later date as may be agreed to in writing by the Parties.

“ Parent ” has the meaning ascribed thereto in the preamble hereto.

“ Parties ” means, collectively, the Company, the Parent and the Purchaser and “ Party ” means any of them.

“ PATRIOT Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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“ Permitted Dividend ” means the cash dividend declared on the Company Shares on or about August 11, 2020 in the amount of $0.04 per Company Share, to be paid September 15, 2020.

“ Permitted Liens ” means, as of any particular time and in respect of any Person, each of the following Liens:

• (m) Liens for Taxes not yet payable and due, or which are being contested in good faith by appropriate proceedings and in respect of which an applicable reserve has been made in accordance with IFRS;

• (n) Liens imposed by Law and incurred in the Ordinary Course for obligations not yet payable and due;

• (o) Liens as listed and described in Section 1.1 of the Company Disclosure Letter; and

• (p) such other imperfections or irregularities of title or Lien that, in each case, do not materially adversely affect the use of the properties or assets subject thereto or otherwise materially adversely impair business operations of such properties.

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

“ Personal Information ” means information about an identified or identifiable individual that is subject to Privacy Laws and Processed by the Company or its Subsidiaries.

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

“ Privacy Agreement ” has the meaning ascribed thereto in paragraph (x) of Schedule C.

“ Privacy Laws ” means all applicable Laws governing the Processing of Personal Information by the Company or its Subsidiaries, including the Personal Information Protection and Electronic Documents Act (Canada), and substantially similar provincial Laws, Canada’s Anti-Spam Legislation (“ CASL ”) as well as Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EG (“ GDPR ”).

“ Privacy Policies ” has the meaning ascribed thereto in paragraph (x) of Schedule C.

“ Processed ” or “ Processing ” means any operation or set of operations which is performed on Personal Information, including accessing, collecting, recording, storing, adapting or altering, using, disclosing by transmission, dissemination or otherwise making available, combining, erasing or deleting.

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“ Purchaser ” has the meaning ascribed thereto in the preamble hereto.

“ Purchaser’s Obligations ” has the meaning ascribed thereto in Section 8.16.

" Regulatory Approval " means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required in connection with the transactions that are the subject of the Arrangement.

“ Representatives ” means, with respect to any Person, any, and all, directors, officers, employees, consultants, financial advisors, lawyers, accountants and other agents of such Person.

“RSU Plan” means the Company’s restricted share unit plan adopted as of June 17, 2014, and amended on May 16, 2016, May 15, 2019 and June 26, 2019.

“RSUs” means the restricted share units issued or outstanding under the RSU Plan (including, for greater certainty, units issued or paid as dividend equivalents).

“ Securities Authority ” means the Ontario Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Laws ” means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial securities Laws, rules, regulations and published policies thereunder.

“ Security Program ” has the meaning ascribed thereto in paragraph (z) of Schedule C.

“ SEDAR ” means the System for Electronic Document Analysis and Retrieval.

“ Stock Option Plan ” means the Company’s stock option plan adopted as of June 17, 2014, and as amended May 16, 2016, May 15, 2019 and June 26, 2019.

“ Subsidiary ” has the meaning ascribed thereto in Section 1.1 of National Instrument 45106 Prospectus Exemptions , and with respect to the Company, includes all incorporated or unincorporated joint ventures in which the Company or a Subsidiary of the Company holds an interest.

“ Superior Proposal ” means any bona fide written Acquisition Proposal to acquire, directly or indirectly, not less than all of the outstanding Company Shares or all or substantially all of the assets of the Company on a consolidated basis that did not result from a breach of Article 5 and: (i) that is not subject to a financing condition and in respect of which it has been demonstrated to the satisfaction of the Board after receipt of advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (ii) that is not subject to a due diligence condition; and (iii) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and its financial advisors, (A) that is reasonably capable of being completed, without undue delay, taking into account all financial, legal, regulatory and other aspects of such Acquisition

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Proposal, and (B) that it would, if consummated in accordance with its terms (but without assuming away the risk of non-completion), result in a transaction which is more favourable, from a financial point of view, to Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2). For the purposes of clause (i), “adequate arrangements” will be considered to have been made if the Person making the Acquisition Proposal has confirmed that it has cash resources on hand available to fund the Acquisition Proposal or has obtained binding commitments (which may be subject to customary conditions) that may be drawn upon on or prior to the proposed time of completion of the Acquisition Proposal.

“ Superior Proposal Notice ” has the meaning ascribed thereto in Section 5.4(1)(b).

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“ Taxes ” means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Terminating Party ” has the meaning ascribed thereto in Section 4.10(3).

“ Termination Notice ” has the meaning ascribed thereto in Section 4.10(3).

“ Third Party Beneficiaries ” has the meaning ascribed thereto in Section 8.8(1).

“ TSX ” means the Toronto Stock Exchange.

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“ wilful breach ” means a material breach of this Agreement that is a consequence of any act undertaken by the breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a material breach of this Agreement.

Section 1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

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

• (b) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

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

• (d) Phrasing. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, “paragraph” and “Schedule” followed by a number or letter mean and refer to the specified Article, Section paragraph of or Schedule to this Agreement. The term “Agreement” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or novated and includes all schedules to it. The term “made available” means the subject material was listed in the Company Disclosure Letter and copies of the subject materials were included in the Data Room.

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

• (f) Knowledge . Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge of Kevin Shank, David Toews and Matthew Girardot as well as the deemed knowledge that each such individual would have obtained after conducting reasonable inquiry in respect of the particular representation or warranty.

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

• (h) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m.

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on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

• (i) Time References. References to time are to local time, Toronto, Ontario.

• (j) Schedules . The schedules attached to this Agreement and the Company Disclosure Letter form an integral part of this Agreement for all purposes of it.

• (k) Company Disclosure Letter . The Company Disclosure Letter itself and all information contained in it is confidential information and may not be disclosed unless (i) it is required to be disclosed pursuant to Law unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes or (ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement

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

Section 2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, the Company shall apply in a manner reasonably acceptable to the Purchaser pursuant to Section 182 of the OBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which must provide, among other things:

• (a) for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided;

• (b) that the required level of approval for the Arrangement Resolution shall be two-thirds of the votes cast on such resolution by the Company Shareholders present in person or represented by proxy at the Company Meeting;

• (c) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law;

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• (d) that, in all other respects, the terms, restrictions and conditions of the Company’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Company Meeting;

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

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

• (g) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement without the need for additional approval of the Court; and

• (h) for such other matters as the Purchaser may reasonably require, subject to obtaining the prior consent of the Company, acting reasonably.

Section 2.3 The Company Meeting

The Company shall:

• (a) subject to and in accordance with the Interim Order, the Company’s Constating Documents and Law, convene and conduct the Company Meeting as soon as reasonably practicable and use commercially reasonable efforts to convene and conduct the Company Meeting on or before October 23, 2020, and, subject to the Purchaser’s compliance with Section 2.4(4), not later than October 29, 2020, and set the record date for the Company Shareholders entitled to vote at the Company Meeting as promptly as practicable, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser, except as required or permitted under Section 4.10(3) or Section 5.4(5), as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled), for adjournments for not more than 10 Business Days in the aggregate for the purposes of soliciting proxies to obtain the requisite approval of the Arrangement Resolution or as required by Law or by a Governmental Entity;

• (b) subject to the terms of this Agreement and compliance by the directors and officers of the Company with their fiduciary duties, use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser, and at the expense of the Purchaser and/or any of its affiliates, using proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;

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• (c) provide the Purchaser with a summary of information regarding the Company Meeting generated by any proxy solicitation services firm retained by the Company, as requested from time to time by the Purchaser;

• (d) give notice to the Purchaser of the Company Meeting and allow the Purchaser’s representatives and legal counsel to attend the Company Meeting;

• (e) as promptly as reasonably practicable, advise the Purchaser, at such times as the Purchaser may reasonably request and at least on a daily basis on each of the last five Business Days prior to the date of the Company Meeting, and promptly following receipt of proxy tallies over the last three Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;

• (f) promptly advise the Purchaser of any material communication (written or oral) from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and any purported exercise or withdrawal of Dissent Rights by Company Shareholders; and

• (g) not make any payment or settlement offer, or agree to any payment or settlement with respect to Dissent Rights, without the prior written consent of the Purchaser;

Section 2.4 The Company Circular

• (1) Subject to the Purchaser’s compliance with Section 2.4(4), the Company shall as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by Law in connection with the Company Meeting, and the Company shall, promptly after obtaining the Interim Order, cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3.

• (2) The Company shall ensure that the Company Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Parent or the Purchaser for purposes of inclusion in the Company Circular pursuant to Section 2.4(4)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company Circular must include: (i) a copy of the Fairness Opinion; (ii) a statement that the Board has, after receiving legal and financial advice, determined that the Arrangement is in the best interests of the Company and is fair to the Company Shareholders and unanimously recommends that Company Shareholders vote in favour of the Arrangement Resolution (the “ Board Recommendation ”); and (iii) a statement that each executive officer and director of the Company who owns Company Shares or holds Company Options or RSUs intends to vote all of such Person’s Company Shares (including any Company Shares issued upon the exercise of any Company Options or RSUs) in favour of the Arrangement Resolution,

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subject to the other terms of this Agreement and the voting agreements entered into between the Purchaser and such executive officers and directors.

• (3) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its legal counsel, and agrees that all information relating solely to the Purchaser and/or any of its affiliates included in the Company Circular must be in a form consistent with the information provided to the Company by the Parent.

• (4) The Purchaser shall provide to the Company all information regarding the Purchaser and its affiliates as required by the Interim Order or Laws for inclusion in the Company Circular or in any amendments or supplements to such Company Circular. The Purchaser shall ensure that such information does not include any Misrepresentation concerning the Purchaser or its affiliates.

• (5) The Purchaser shall indemnify and save harmless the Company, its Subsidiaries and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Company, its Subsidiaries or any of their respective Representatives may be subject or which the Company, its Subsidiaries or any of their respective Representatives may suffer as a result of, or arising from, any Misrepresentation or alleged Misrepresentation contained in any information included in the Company Circular that was furnished by the Purchaser, its affiliates and their respective Representatives for inclusion in the Company Circular, including any order made, or any inquiry, investigation or Action instituted by any Securities Authority or other Governmental Entity based on such a Misrepresentation or alleged Misrepresentation.

• (6) Each Party shall promptly notify the other Parties if it becomes aware that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity.

Section 2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 182 of the OBCA, as soon as reasonably practicable, but in any event not later than five Business Days after the Arrangement Resolution is passed at the Company Meeting. At the date of this Agreement, Court operations have been restricted in response to the COVID-19 pandemic such that the foregoing date may be extended until the earlier of (a) the earliest possible date on which the Court grants a telephonic or other remote means of hearing the application, and (b) the earliest possible date on which the Court grants a hearing date for the application after resuming unrestricted operations.

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Section 2.6 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and the Final Order, and the Company will provide the Purchaser and its legal counsel with reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, prior to the service and filing of such materials, and will give reasonable consideration to the comments of the Purchaser and its legal counsel with respect to any information required to be supplied by the Purchaser and included in such materials. The Company will ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, the Company will not object to legal counsel to the Purchaser making such submissions on the application for the Interim Order and the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to the Purchaser with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement and the Plan of Arrangement and, if at any time after the issuance of the Final Order and prior to the Effective Date, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser. Subject to the terms of this Agreement, the Purchaser shall cooperate with, assist and consent to the Company seeking the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith.

Section 2.7 Articles of Arrangement and Effective Date

• (1) The Company shall, prior to the receipt of the Interim Order, amend the Plan of Arrangement at any time and from time to time, at the reasonable request of the Purchaser, to modify any of its terms as determined to be necessary or desirable by the Purchaser, acting reasonably, provided that no such amendment (i) is inconsistent with this Agreement, (ii) is prejudicial to the Affected Securityholders or the Company, or (iii) creates a reasonable risk of delaying, impairing or impeding in any material respect the receipt of any Regulatory Approval or the satisfaction of any other conditions set forth in Article 6.

• (2) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the Plan of Arrangement.

• (3) Unless another time or date is agreed to in writing by the Parties, the completion of the Arrangement (the “ Closing ”) will take place on the fifth Business Day after the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), by way of electronic exchange of documents at the offices of Borden Ladner Gervais LLP in Toronto, Ontario, at 8:00 a.m. (Toronto

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time), unless another time or date is agreed to in writing by the Parties. The Company shall file the Articles of Arrangement with the Director on the day of Closing.

Section 2.8 Payment of Consideration

The Purchaser shall, prior to the filing by the Company of the Articles of Arrangement with the Director in accordance with Section 2.7(3), provide or cause to be provided the Depositary with sufficient cash in escrow (the terms and conditions of such escrow to be satisfactory to the Company and the Purchaser, acting reasonably), in order to pay and deliver the aggregate Consideration as provided in the Plan of Arrangement (other than with respect to Company Shareholders exercising Dissent Rights as provided in the Plan of Arrangement).

Section 2.9 Adjustments to Consideration

If, on or after the date hereof, the Company declares, sets aside or pays any dividend or other distribution, excluding the Permitted Dividend, prior to the Effective Date, or sets any record date thereof prior to the Effective Time, in each case in respect of the Company Shares, then the Company and the Purchaser shall make a corresponding reduction to the Consideration payable to the Company Shareholders under the Arrangement on a dollar-for-dollar basis.

Section 2.10 Withholding Taxes

The Purchaser, the Company, the Depositary, and any other Person that makes a payment to an Affected Securityholder under the Plan of Arrangement or this Agreement shall be entitled to deduct and withhold from any consideration otherwise payable or otherwise deliverable to such Affected Securityholder such amounts as the Purchaser, the Company, the Depositary, or such other Person are required or directed to deduct and withhold from such consideration under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the consideration payable pursuant to the Plan of Arrangement or this Agreement and shall be treated for all purposes under this Agreement as having been paid to the Affected Securityholder in respect of which such deduction, withholding and remittance was made.

Section 2.11 List of Company Shareholders

At the reasonable request of the Purchaser from time to time, the Company shall, as soon as reasonably practicable, provide the Purchaser with a list (in both written and electronic form) of the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, with a list of the names and addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Options and RSUs), a list of all other Affected Securityholders and a list of non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares, all as of a date that is as close as reasonably practicable prior to the date of delivery of such lists. The Company shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Company Shareholders and lists of holdings and other assistance as the Purchaser may reasonably request.

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Section 2.12 Incentive Plan Matters

• (1) The Parties acknowledge that the outstanding Company Options and RSUs shall be treated in accordance with the provisions of the Plan of Arrangement, and the Company shall take all such reasonable steps as may be necessary or desirable to give effect to the foregoing.

• (2) To the extent that any Company Options are exercised or conditionally exercised to purchase Company Shares prior to the Effective Time, the Company shall ensure that the holder of such Company Options delivers to the Company, prior to the Effective Time, a cash payment equal to the sum of the aggregate exercise price for the Company Options so exercised and the amount of any Taxes that the Company is required to remit to a Governmental Entity in respect of the exercise of such Company Options.

• (3) The Parties shall take all such reasonable steps as may be necessary or desirable to give effect to this Section 2.12. The Parties further agree that the foregoing shall not serve to adversely affect the existing contractual entitlements of any holders.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

• (1) Except as disclosed in the Company Disclosure Letter (which disclosure shall apply against any representations and warranties to which it is reasonably apparent on the face of the disclosure that it should relate to), the Company represents and warrants to the Purchaser and the Parent as set forth in Schedule C and acknowledges and agrees that the Purchaser and the Parent are relying upon such representations and warranties in connection with the entering into of this Agreement.

• (2) Except for the representations and warranties set forth in this Agreement, neither the Company nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Company.

• (3) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

Section 3.2 Representations and Warranties of the Purchaser and the Parent

• (1) Each of the Purchaser and the Parent represent and warrant to the Company as set forth in Schedule D and acknowledge and agree that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

• (2) Except for the representations and warranties set forth in this Agreement, neither the Purchaser, the Parent nor any other Person has made or makes any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent.

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• (3) The representations and warranties of each of the Purchaser and the Parent contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated at the Effective Time.

ARTICLE 4 COVENANTS

Section 4.1 Conduct of Business of the Company

• (1) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required by this Agreement; (iii) as required to comply with any quarantine, “shelter in place”, “stay at home”, workforce reduction, social distancing, shut down, closure, sequester or any other applicable Law, guidelines or recommendations by any Governmental Entity in connection with or in response to COVID-19 (the “ COVID-19 Measures ”); (iv) as required by any Contract that has been made available to the Purchaser; (v) as set forth in the Company Disclosure Letter; (vi) in respect of reasonable payments to legal and financial advisors in connection with the Company’s response to an Acquisition Proposal in accordance with the terms of this Agreement, provided that the nature and scope of any such payments shall be consistent with those incurred in connection with the Arrangement (and, for certainty, shall not include any success fee payable to an advisor); or (vii) as required by Law or a Governmental Entity, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations.

• (2) Without limiting the generality of Section 4.1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required by this Agreement; (iii) as required to comply with COVID-19 Measures or any commercially reasonable action taken or not taken by the Company in good faith to respond to the actual or reasonably anticipated effect on the Company or its Subsidiaries of the COVID-19 pandemic or the COVID-19 Measures; (iv) as required by any Contract that has been made available to the Purchaser; (v) as set forth in the Company Disclosure Letter; (vi) as contemplated in the Contemplated Reorganization Transaction; or (vii) as required by Law or a Governmental Entity, the Company shall not, and shall not permit or cause, as applicable, any of its Subsidiaries to, directly or indirectly:

• (a) amend any of the Company’s Constating Documents or the articles of incorporation, articles of amalgamation, by-laws or similar organizational documents of any of its Subsidiaries;

• (b) split, combine or reclassify any shares or other such type of security issued by the Company or of any of its Subsidiaries or declare, set aside or pay

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any dividends or make any other distributions except for the Permitted Dividend or distributions by a Subsidiary to the Company or to a whollyowned Subsidiary of the Company;

• (c)

• reduce the stated capital of the Company or any of its Subsidiaries;

• (d) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares or other such type of security issued by the Company or of any of its Subsidiaries;

• (e) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of, any shares of capital stock, or any other type of equity security, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such shares of capital stock, or any other type of equity security issued by the Company or any of its Subsidiaries;

• (f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses;

• (g) other than as disclosed in the Company Disclosure Letter, sell, lease, license or otherwise transfer, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or its Subsidiaries’ assets, other than the sale of inventory in the Ordinary Course;

• (h) make any capital expenditure or commitment to do so which, in any fiscal year, exceeds the aggregate amount of capital expenditures provided for in the annual budgets of the Company approved by the Board for the applicable fiscal year, and in any event, such capital expenditures or commitments shall not be greater than $500,000 per month in the aggregate (other than existing capital expenditures or commitments as set out on the Company Disclosure Letter);

• (i) reorganize, amalgamate or merge the Company or any of its Subsidiaries; (j) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries;

• (k) enter into any new line of business or enter into any Contract that materially restricts the Company or its Subsidiaries or affiliates from engaging or competing in any line of business or in any geographic area, or which would so restrict the Company or Parent following the Closing;

• (l) terminate, renew, suspend, abrogate, amend or modify in any material respect any Authorization other than in the Ordinary Course;

• (m) other than as required pursuant to Section 4.1(4) or as disclosed in the Company Disclosure Letter, make any Tax election, information schedule, return or designation, settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, file any notice of

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appeal or otherwise initiate any Action with respect to Taxes, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;

• (n) prepay, redeem, repurchase, defease, cancel or otherwise terminate (or amend, restate or refinance) any existing indebtedness for borrowed money (including indebtedness outstanding under medium term notes) of the Company or any of its Subsidiaries before its scheduled maturity;

• (o) other than for the purpose of financing working capital in the Ordinary Course, create, incur, drawdown under current credit facilities, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $500,000;

• (p) other than as required by the Credit Agreement or to a wholly-owned Subsidiary, make any loan or advance or capital contribution to, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person (other than accounts payable to trade creditors and accrued liabilities, in each case in the Ordinary Course) either by purchase of stock or securities, contributions to capital, property transfer, purchase of any property or assets of any Person or otherwise;

• (q) create or incur any Lien on any material asset other than in the Ordinary Course;

• (r) change the Company’s methods of accounting or accounting principles or practices in effect as at December 31, 2019, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority;

• (s) except as required by applicable Laws, or as done in the Ordinary Course, grant any increase in the rate of wages, salaries or bonuses of Company Employees;

• (t) enter into any collective agreement or union agreement or amend, modify, terminate or waive any right under the Collective Agreements or agree to any such amendment, modification, termination or waiver of rights ;

• (u) except as otherwise disclosed in the Company Disclosure Letter, (i) grant, accelerate or increase any severance, change of control or termination pay contractual entitlement to (or amend any existing arrangement relating to the foregoing with) any director, officer or employee of the Company or any of its Subsidiaries; (ii) grant, accelerate or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of any director, officer or employee of the Company or any of its Subsidiaries; (iii)

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increase the coverage, contributions, funding requirements or benefits available under any Employee Plan; (iv) increase salaries, compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or consultant of the Company or any of its Subsidiaries; (v) waive any restrictive covenants applicable to any current or former director, officer or employee of the Company or any of its Subsidiaries; (vi) except as permitted hereby, enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any director or officer of the Company or its Subsidiaries; (vii) make any determination under any Employee Plan; or (viii) make any bonus or profit sharing distribution or similar payment of any kind;

• (v) adopt any new Employee Plan or amend or modify, in any material way, an existing Employee Plan;

• (w) commence, waive, release, assign, settle or compromise any Actions in excess of an amount of $250,000 individually or $500,000 in the aggregate or which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by this Agreement;

• (x) amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;

• (y) except as contemplated herein, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of the Company or any Subsidiary in effect on the date of this Agreement unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing rated “A” or higher by A.M. Best or Standard & Poor’s providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;

• (z) fund any pension solvency deficit, except as required by Law; or

• (aa) authorize, agree, resolve, announce an intention or otherwise make any commitment to do any of the foregoing.

• (3) The Company covenants and agrees that until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms, the Company shall: (i) undertake any actions within its authority necessary to maintain the

• of the Company’s Subsidiaries that possess such

• as of the date of this Agreement, and (ii) shall not amend or modify in any

• material respect, terminate or waive any material right under any contract or agreement or undertake any action that may jeopardize or risk loss or adverse determination of each such ;[1]

1 Details relating to covenant redacted.

• 25 -

• (4) The Company covenants and agrees that until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 7, each of the Company and its Subsidiaries will (i) duly and timely file with the appropriate Governmental Entity all Tax Returns required to be filed by it, which shall be correct and complete in all respects, (ii) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all Taxes required to be so paid, withheld, collected or remitted, and (iii) properly reserve (and reflect such reserves in its Books and Records and financial statements) in accordance with past practice and in the Ordinary Course, for all material Taxes accruing which are not due or payable prior to the Effective Date.

• (5) The Company shall keep the Purchaser reasonably informed of any material events, discussions, notices or changes with respect to any Tax or regulatory investigation or any other investigation by a Governmental Entity or action involving the Company or any of its Subsidiaries (other than ordinary course communications which could not reasonably be expected to be material to the Company). The Company will consider in good faith any reasonable requests by the Purchaser that the Company or its Subsidiaries take any action regarding Tax filing matters, including the filing of notices of appeal and other actions in respect of notices of assessment from the Canada Revenue Agency (provided that, for greater certainty, the Company shall be obligated pursuant to Section 4.1(2)(m) not to take any action regarding such matters without the consent of the Purchaser). The Purchaser may request that the Company take or cause its Subsidiaries to take any action referred to in this Section 4.1(5) where such action is necessary to preserve the Company or relevant Subsidiary’s rights (including, without limitation, due to the potential expiry of any limitation or statute-barring period). The Company may only refuse such requests where, acting reasonably (and providing evidence of the same to the Purchaser) such actions would be illegal or harm the Company.

• (6) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to allow the Purchaser or the Parent to exercise material influence over the operations of the Company prior to the Effective Time.

Section 4.2 Interim Period Consents

The Purchaser will, promptly following the date hereof, designate two individuals from either of whom the Company may seek approval to undertake any actions not permitted to be taken under Section 4.1, and will ensure that such persons will respond, on behalf of the Purchaser, to the Company’s requests in an expeditious manner.

Section 4.3 Covenants Relating to the Arrangement

• (1) Subject to Section 4.4, each of the Company, the Purchaser and the Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including:

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

• 26 -

• (b) in the case of the Company, using commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or this Agreement, or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser;

• (c) using commercially reasonable efforts to obtain all Regulatory Approvals and effect all necessary registrations, filings and submissions of information required by Governmental Entities from it and its Subsidiaries relating to this Agreement or the Arrangement;

• (d) using commercially reasonable efforts to oppose, lift or rescind any Award seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; and

• (e) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement.

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

• (a) any Company Material Adverse Effect;

• (b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement, or (B) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement; or

• (c) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to this Agreement or the Arrangement.

Section 4.4 Cooperation Regarding Reorganization

• (1) The Company agrees that, upon the reasonable request by the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to: (i) effect such reorganizations of the Company’s or its Subsidiaries’ business, operations and assets as the Purchaser may request, acting reasonably, including amalgamations,

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wind-ups and any other transaction (each a “ Contemplated Reorganization Transaction ”); (ii) co-operate with the Purchaser and its advisors in order to determine the manner in which any such Contemplated Reorganization Transactions might most effectively be undertaken; and (iii) cooperate with the Purchaser and its advisors to seek to obtain consents or waivers which might be required from the Company’s lenders under its existing credit facilities in connection with the Contemplated Reorganization Transaction, if any, provided that any costs, fees or expenses associated therewith shall be at the Purchaser’s sole expense; provided that any Contemplated Reorganization Transaction: (i) is not, in the opinion of the Company or the Company’s counsel, acting reasonably, prejudicial to the Affected Securityholders; (ii) does not require the Company to obtain the approval of the Company Shareholders; (iii) does not impede, delay or prevent the receipt of any Regulatory Approvals or the satisfaction of any other conditions set forth in Article 6; (iv) does not impair, impede or delay the consummation of the Arrangement; (v) is effected as closely as is reasonably practicable prior to the Effective Time; (vi) does not result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization or any breach by the Company of the Company’s Constating Documents or by any of its Subsidiaries of their respective organizational documents or Law; and (vii) does not require the directors, officers, employees or agents of the Company or its Subsidiaries to take any action in any capacity other than as a director, officer or employee.

• (2) The Purchaser shall provide written notice to the Company of any proposed Contemplated Reorganization Transaction at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, the Purchaser and the Company shall prepare all documentation necessary and do all such other acts and things as are reasonably necessary to give effect to such Contemplated Reorganization Transaction prior to the time it is to be effected. The Company shall be under no obligation to complete the Contemplated Reorganization Transaction until the Purchaser has irrevocably waived or confirmed in writing the satisfaction of all conditions in its favour under this Agreement and shall have confirmed in writing that the Purchaser is prepared to proceed to effect the Arrangement on the Effective Date. If the Arrangement is not completed, the Purchaser shall: (i) forthwith reimburse the Company for all costs and expenses, including reasonable legal fees and disbursements, incurred in connection with any proposed Contemplated Reorganization Transaction; and (ii) indemnify the Company, its Subsidiaries and their respective Representatives for any liabilities, losses, damages, claims, costs, expenses, Taxes, interest awards, judgements and penalties suffered or incurred by any of them in connection with or as a result of any Contemplated Reorganization Transaction, or to reverse or unwind any Contemplated Reorganization Transaction. The Purchaser agrees that any Contemplated Reorganization Transaction will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Contemplated Reorganization Transaction requires the consent of any third party).

Section 4.5 Bump Transactions

• (1) From and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, the Company shall not, other than as part of a transaction required by this Agreement or the Arrangement or a transaction carried out in the Ordinary Course, undertake or participate in any transaction or series of transactions that would or could reasonably be expected to have the effect of reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise

• 28 -

available to the Purchaser or its successors or assigns in respect of non-depreciable capital property owned by the Company and its Subsidiaries on the Closing.

• (2) Without limiting the generality of Section 4.5(1), the Company acknowledges that the Purchaser may enter into transactions (the “ Bump Transactions ”) designed to step up the Tax basis in certain capital property of the Company for purposes of the Tax Act and agrees to use commercially reasonable efforts to provide information reasonably required by the Purchaser and available to the Company in this regard on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the Bump Transactions, or any such other reorganizations or transactions as are reasonably requested by the Purchaser.

Section 4.6 Financing Cooperation

• (1) The Company shall, and shall cause its Subsidiaries (and cause its and their respective affiliates and Representatives) to, provide all reasonable and timely cooperation requested by the Purchaser and/or the Parent in respect of any financing transaction (the “ Financing ”) the Purchaser and/or Parent undertakes in connection with the refinancing of the Company’s existing credit facilities, including cooperation in respect of presentations or meetings held by or on behalf of the Purchaser and/or the Parent with debt financing sources (together, the “ Financing Sources ”) regarding the Financing, provided that (i) any request is made on reasonable notice; (ii) such cooperation does not unreasonably interfere with the ongoing operations of the Company, or unreasonably interfere with or hinder or delay the performance by the Company of its obligations hereunder; (iii) the Company shall not be required to provide cooperation that involves any binding commitment by the Company or any Subsidiary which is not conditional on the completion of the Arrangement and does not terminate without liability to the Company upon the termination of this Agreement; and (iv) any actions taken hereunder are in compliance with Section 4.1. The Company acknowledges that, in connection with the Financing, the Purchaser and/or the Parent may have confidential discussions concerning this Agreement or the Arrangement with the Financing Sources and their agents and advisors and that confidential or otherwise non-public information may be provided to the Financing Sources, and their agents and advisors, and the Company consents to the Purchaser, the Parent and their respective affiliates and Representatives having such discussions and providing such information provided that such Financing Sources and their respective agents and advisors keep any applicable confidential information concerning the Company and its Subsidiaries confidential, including “click through” confidentiality agreements and confidentiality provisions contained in customary bank books and offering memoranda.

• (2) Without limiting the generality of the foregoing, the Company consents to the use of all logos of the Company and its Subsidiaries in any marketing materials, offering documents, prospectuses, registration statements, bank information memoranda, ratings agency presentations and similar documents (the “ Financing Materials ”) used in connection with the Financing.

• (3) The Company shall, and shall cause each of its Subsidiaries and its and their respective affiliates and Representatives to, use commercially reasonable efforts to: (i) make available to the Purchaser and/or the Parent, their Representatives and their Financing Sources and their respective agents and advisors, such financial information or other information as the Purchaser and/or the Parent may reasonably request in connection with

• 29 -

the preparation of the Financing Materials and assist with the preparation of the Financing Materials, including providing customary authorization letters to the Financing Sources authorizing the distribution of information to prospective lenders and other financing sources; (ii) provide the Purchaser and/or the Parent and their Representatives with any financial information and data required to prepare any pro forma financial statements reasonably required in connection with the Financing or the Financing Materials; (iii) cooperate and provide information required by or for the benefit of the Financing Sources in the context of due diligence and verification, in compliance with applicable requirements or customary practice; (iv) promptly following request, provide the Purchaser and/or the Parent and any of its Financing Sources with all documentation and other information required by regulatory authorities under applicable anti-money laundering rules and regulations, know-your-client processes, the U.S. Treasury Department’s Office of Foreign Assets Control, the PATRIOT Act, the FCPA and with respect to beneficial ownership; (v) cooperate in the discharge of existing indebtedness and Liens of the Company and its Subsidiaries in connection with the Financing, including obtaining a customary debt payoff letter(s) and delivering a draft of such pay-off letter(s) to the Parent and the Purchaser for comment and review; (vi) cooperate with the preparation and negotiation of and entry into definitive and ancillary documentation in connection with the Financing; (vii) promptly update any information provided by or on behalf of it, or which relates to the Company and its Subsidiaries, to ensure that such information does not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements contained therein not misleading; and (viii) obtain any necessary consents from any of its auditors and any other advisors to the use of any financial or other expert information required to be included in Financing Materials and to the identification in Financing Materials of each such advisor.

• (4) Notwithstanding Section 4.6(3), the Company shall not be required by the Purchaser to: (i) pay any commitment, consent or other similar fee or incur any other liability in connection with any such Financing prior to the Effective Time; (ii) take any action or do anything that would: (A) result in any breach by the Company or any of its Subsidiaries of any Contract or Authorization or any breach by the Company of the Company’s Constating Documents or by any of its Subsidiaries of their respective organizational documents or Law; or (B) be capable of impeding, delaying or preventing the receipt of any Regulatory Approvals or the satisfaction of any other conditions set forth in Article 6; (iii) commit to take any action that is not contingent on the consummation of the Arrangement at the Effective Time; or (iv) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality.

• (5) The Purchaser shall, promptly upon request by the Company and from time to time, reimburse the Company and its Subsidiaries for all reasonable and documented out-ofpocket costs (including reasonable and documented out-of-pocket legal fees) incurred by the Company or its Subsidiaries in connection with any of the actions contemplated by this Section 4.6, and shall indemnify and hold harmless the Company and its Subsidiaries and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them in connection with any of the actions contemplated by this Section 4.6, other than in connection with any information supplied by or on behalf of the Company or any of its Subsidiaries which relates to the Company or any of its Subsidiaries or to the extent resulting from the Company’s or any of its Subsidiaries’ fraud, gross negligence or willful misconduct.

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Section 4.7 Regulatory Approvals

• (1) As soon as reasonably practicable after the date hereof, the Purchaser and the Company shall make all required or advisable notifications, filings, applications and submissions with Governmental Entities, shall promptly respond to any information requests by a Governmental Entity, and shall use its commercially reasonable efforts to obtain and maintain the Regulatory Approvals, so as to enable the Closing to occur as soon as reasonably practicable (and in any event no later than the Outside Date).

• (2) With respect to obtaining the Regulatory Approvals and the other matters identified in this Section 4.7, each of the Purchaser and the Parent on the one hand, and the Company on the other, shall cooperate with one another and shall provide such assistance as any other Party may reasonably request in connection with obtaining the Regulatory Approvals as soon as reasonably practicable from the date of this Agreement. In particular:

• (a) no Party shall extend or consent to any extension of any applicable waiting or review period or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by the Arrangement, except upon the prior written consent of the other Party (consent not to be unreasonably withheld, conditioned or delayed);

• (b) the Parties shall exchange drafts of all submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings to be made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement, will consider in good faith any suggestions made by the other Party and its counsel and will provide the other Party and its counsel with final copies of all such submissions, material correspondence, filings, notifications, presentations, applications, plans and undertakings submitted to or filed with any Governmental Entity in respect of the transactions contemplated by the Arrangement; and

• (c) each Party will keep the other Party and their respective counsel fully apprised of all substantive written (including email) and oral communications and all meetings with any Governmental Entity and their staff in respect of the Regulatory Approvals, and, unless participation by a Party is prohibited by Law or by such Governmental Entity, will not participate in such material communications or meetings without giving the other Party and its counsel the opportunity to participate therein.

provided that, notwithstanding the foregoing, neither Party shall be obligated to disclose to the other Party any (i) information for which disclosure to the nondisclosing Party is prohibited by applicable Law, (ii) business confidential information of the disclosing Party, (iii) information for which disclosure to the nondisclosing Party would violate a confidentiality undertaking by the disclosing Party, (iv) personal identifier information of individuals associated with the disclosing Party, or (v) information that a Governmental Entity has requested be kept confidential from the non-disclosing Party; provided further, that subject to applicable Law, applicable confidentiality undertakings, and Governmental Entity requests, the disclosing Party may, in its sole discretion, (x) provide the nondisclosing Party a copy of any submission to a Governmental Entity from which the

• 31 -

undisclosed information has been redacted or (y) share the undisclosed information, on an outside counsel-only basis, with the non-disclosing Party’s counsel.

• (3) Notwithstanding any requirement in this Agreement, in the case of a disagreement between the Parties over the strategy, tactics or decisions relating to obtaining the Regulatory Approvals, the Purchaser and the Parent shall have the final and ultimate authority over the appropriate strategy, tactics and decisions.

• (4) The Purchaser and the Company shall each pay one half of any filing fee payable to a Governmental Entity in connection with a Regulatory Approval.

Section 4.8 Access to Information; Confidentiality

• (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts, the Company shall: (i) give to the Purchaser and its representatives reasonable access to the Books and Records and Material Contracts of the Company and its Subsidiaries and its personnel, during normal business hours and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries; and (ii) furnish to the Purchaser and its representatives such financial and operating data and other information as such Persons may reasonably request.

• (2) Investigations made by or on behalf of the Purchaser, whether under this Section 4.8 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the Company in this Agreement.

• (3) For greater certainty, the Parties and their affiliates shall treat, and shall cause its representatives to treat, all information furnished to such Party or any of its affiliates or representatives in connection with the transactions contemplated by this Agreement or pursuant to the terms of this Agreement in accordance with the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, the Purchaser acknowledges and agrees that the Company Disclosure Letter and all information contained in it is confidential and shall be treated in accordance with the terms of the Confidentiality Agreement.

Section 4.9 Public Communications

Except as required by Law, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement (including if any dividend above the Permitted Dividend is declared by the Company) without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); provided that any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its best efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. Prior to filing any document relating to the Arrangement publicly, the Parties agree to consult with each other in order to agree on a version of the document to be filed and any necessary redactions to be made.

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Section 4.10 Notice and Cure Provisions

• (1) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

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

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

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

• (3) The Purchaser and the Parent may not elect to exercise their right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting or the making of the application for the Final Order, unless the Parties mutually agree otherwise, and, if applicable, the Company shall postpone or adjourn the Company Meeting or delay making the application for the Final Order, or both, to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.11 Insurance and Indemnification

• (1) Prior to the Effective Date, the Company shall purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance from insurers rated “A” or higher by A.M. Best or Standard & Poor’s providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the Purchaser will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 300% of the Company’s current annual aggregate premium for policies currently maintained by the Company or its Subsidiaries.

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• (2) The Purchaser shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

Section 4.12 TSX De-listing

Subject to Laws, the Purchaser and the Company shall use their commercially reasonable efforts to cause the Company Shares to be de-listed from the TSX with effect immediately following the acquisition by Purchaser of the Company Shares pursuant to the Arrangement.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation

• (1) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any Representative of the Company or of any of its Subsidiaries:

• (a) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute, an Acquisition Proposal;

• (b) enter into or otherwise engage or participate in any negotiations or meaningful discussions with any Person (other than with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute, an Acquisition Proposal, provided that the Company may (i) advise any Person of the restrictions of this Agreement, (ii) contact the Person for the purposes of seeking clarification of the terms of such Acquisition Proposal, and (iii) advise any Person making an Acquisition Proposal that the Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person;

• (c)

• make a Change in Recommendation;

• (d) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than 5 Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Article 5

• 34 -

provided the Board has affirmed the Board Recommendation by or before the end of such 5 Business Day period); or

• (e) approve, recommend or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly propose to enter into any agreement in respect of an Acquisition Proposal.

• (2) Except as expressly provided in this Article 5, the Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations with any Person (other than with the Purchaser) with respect to any inquiry, proposal or offer that would reasonably be expected to constitute an Acquisition Proposal, and in connection therewith, the Company will:

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

• (b) request, and exercise all rights it has to require the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person other than the Purchaser or its affiliates since January 1, 2019 in connection with any potential Acquisition Proposal (including before the date of this Agreement), including using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

• (3) The Company covenants and agrees not to release any Person from, or waive such Person’s obligations respecting the Company, under any confidentiality, standstill or similar agreement or restriction to which the Company is a party (it being acknowledged by the Purchaser that the automatic termination or release of any restrictions of any such agreements as a result of entering into and announcing this Agreement shall not be a violation of this Section 5.1(3)), except to allow such Person to make an Acquisition Proposal confidentially to the Board that constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal, provided that the remaining provisions of this Article 5 are complied with, and the Company undertakes to seek to enforce, or cause its Subsidiaries to seek to enforce, all confidentiality, standstill, or similar agreements or restrictions that it or any of its Subsidiaries have entered into prior to the date hereof or enter into after the date hereof.

Section 5.2 Notification of Acquisition Proposals

If the Company or any of its Subsidiaries or any of their respective Representatives, receives any inquiry, proposal, offer or request that constitutes or may reasonably be expected to constitute an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any of its Subsidiaries, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any of its Subsidiaries, in connection with an Acquisition Proposal, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request and a copy of any written Acquisition Proposal. The Company shall

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keep the Purchaser promptly informed of the status of material developments and negotiations with respect to any Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Section 5.3 Responding to an Acquisition Proposal

Notwithstanding any other agreement between the Parties or between the Company and any other Person, if prior to obtaining the approval of the Company Shareholders of the Arrangement Resolution the Company receives an Acquisition Proposal, the Company may engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to the Company (i) entering into a confidentiality and standstill agreement with such Person (if one has not already been entered into) containing terms that are no less favourable to the Company in the aggregate than those contained in the Confidentiality Agreement and may not restrict the Company from complying with this Article 5 (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of an Acquisition Proposal or related communications to the Company or the Board) (an “ Acceptable Confidentiality Agreement ”), (ii) concurrently providing the Purchaser with access to any information that was provided to such Person and not previously provided to the Purchaser and (iii) promptly providing the Purchaser with a true, complete and final executed copy of such Acceptable Confidentiality Agreement, may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries, if:

• (a) the Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal; and

• (b) the Company has been, and continues to be, in compliance with its obligations under this Article 5.

Section 5.4 Right to Match

• (1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal, the Board may, or may cause the Company to, make a Change in Recommendation and approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

• (a) the Company has been, and continues to be, in compliance with its obligations under this Article 5;

• (b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board that it has received a Superior Proposal and of the intention to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, including a notice as to the value in financial terms that the Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the “ Superior Proposal Notice ”);

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• (c) the Company or its Representatives have provided to the Purchaser a copy of any proposed definitive agreement for the Superior Proposal;

• (d) at least five Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the definitive agreement for the Superior Proposal;

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

• (f) the approval of the Arrangement Resolution by the Company Shareholders has not been obtained; and

• (g) prior to or concurrently with making a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Company Termination Amount pursuant to Section 8.2(2).

• (2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Board shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

• (3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4.

• (4) Nothing in this Agreement shall prohibit the Board from responding through a directors’ circular or otherwise as required by applicable Securities Laws to an Acquisition Proposal that it determines is not a Superior Proposal. Further, nothing in this Agreement shall prevent the Board from making any disclosure to the Company Shareholders if the Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Board or such disclosure is otherwise required under Law; provided, however, that, notwithstanding the Board shall be permitted to make such disclosure, the

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Board shall not be permitted to make a Change in Recommendation, other than as permitted by Section 5.4(1).

• (5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall be entitled to, and shall upon request from Purchaser, postpone the Company Meeting to a date that is not more than 15 Business Days after the scheduled date of the Company Meeting (and, in any event, no less than 5 Business Days prior to the Outside Date).

ARTICLE 6 CONDITIONS

Section 6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied, which conditions may only be waived, in whole or in part, by the mutual consent of the Purchaser and the Parent, on the one hand, and the Company on the other:

• (1) Arrangement Resolution . The Arrangement Resolution has been approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order.

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

• (3) Illegality . No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser and/or its affiliates from consummating the Arrangement.

Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser

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

• (1) Representations and Warranties . (i) the representations and warranties of the Company set forth in paragraph (f) of Schedule C (Capitalization) were true and correct in all respects as of the date hereof and as of the Effective Date (except de minimis inaccuracies and as a result of the exercise of any Options or RSUs outstanding on the date hereof in accordance with their terms); (ii) the representations and warranties of the Company set forth in paragraph (ff) of Schedule C (Brokers), sub-paragraph bb(ii) of Schedule C (Material Contracts) and sub-paragraph (cc) of Schedule C ( )[2] were true and correct in all respects as of the date hereof and as of the Effective Date; and (iii) the remaining representations and warranties of the Company set forth in this Agreement were true and correct in all respects as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), without regard to any materiality or Material Adverse Effect

2 Reference to representation and warranty redacted.

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qualifications contained therein, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect; and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case on behalf of the Company without personal liability) addressed to the Purchaser and dated the Effective Date.

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

• (3) Credit Agreement . The Company shall have obtained all requisite approvals required under the Credit Agreement necessary to effect the Arrangement without resulting in any default thereunder.

• (4) Dissent Rights . Company Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 5% of the outstanding Company Shares.

• (5) Illegality . There shall be no pending Action (or Award arising therefrom) for the purpose of prohibiting or enjoining the Company or the Purchaser from consummating the Arrangement

• (6) Material Adverse Effect . Since the date of this Agreement, there shall not have occurred, or have been disclosed to the public (if previously undisclosed to the public), a Company Material Adverse Effect which is continuing and the Company shall have provided to the Purchaser a certificate of two senior officers of the Company to that effect (in each case on the Company’s behalf and without personal liability).

Section 6.3 Additional Conditions Precedent to the Obligations of the Company

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

• (1) Representations and Warranties . The representations and warranties of each of the Purchaser and the Parent set forth in this Agreement are true and correct as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), without regard to any materiality or material adverse effect qualifications contained therein, except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a material adverse effect on the Purchaser’s or the Parent’s ability to consummate the Arrangement, and each of the Purchaser and the Parent has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser or the Parent, as applicable (in each case on behalf of the Purchaser or the Parent, as applicable, and without personal liability), addressed to the Company and dated the Effective Date.

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

• (3) Deposit of Funds . The Purchaser shall have deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.8, the funds required to effect payment in full of the aggregate Consideration to be paid in respect of the Company Shares pursuant to the Plan of Arrangement and the Depositary shall have confirmed to the Company the receipt of such funds.

Section 6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms of any escrow agreement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.8 shall be deemed to be released from escrow when the Certificate of Arrangement is issued by the Director.

ARTICLE 7 TERM AND TERMINATION

Section 7.1 Term

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

Section 7.2 Termination

• (1) This Agreement may be terminated prior to the Effective Time by:

• (a) the mutual written agreement of the Parties; or

• (b) either the Company on the one hand, or the Purchaser and the Parent on the other, if:

  • (i) the Company Meeting is duly convened and held and the Arrangement Resolution is voted on by Company Shareholders and not approved by the Company Shareholders as required by the Interim Order;

  • (ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser and/or its affiliates from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts to, as applicable, appeal or

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overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement;

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

• (c) the Company if:

• (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under this Agreement occurs that would cause any condition in Section 6.3(1) [ Purchaser/Parent Reps and Warranties Condition ] or Section 6.3(2) [ Purchaser/Parent Covenants Condition ] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3); provided that any wilful breach shall be deemed to be incapable of being cured and the Company is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [ Company Reps and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] not to be satisfied; or

• (ii) prior to the approval by the Company Shareholders of the Arrangement Resolution, the Board makes a Change in Recommendation in accordance with Section 5.4 or the Company or a Subsidiary of the Company enters into a written agreement (other than an Acceptable Confidentiality Agreement) with respect to a Superior Proposal in accordance with Section 5.4, provided the Company is then in compliance with Article 5 and that prior to or concurrent with such termination the Company pays the Company Termination Amount in accordance with Section 8.2(2);

• (d) the Purchaser and the Parent if:

• (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [ Company Reps and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10(3); provided that any wilful breach shall be deemed to be incapable of being cured and the Purchaser and the Parent are not in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [ Purchaser/Parent Representations and Warranties Condition ] or Section 6.3(2) [ Purchaser/Parent Covenants Condition ] not to be satisfied;

• (ii) prior to the approval by the Company Shareholders of the Arrangement Resolution, (A) the Board fails to unanimously recommend, withdraws, amends, modifies or qualifies in a manner that has substantially the same

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effect, or fails to publicly reaffirm within 5 Business Days after having been requested in writing to do so by the Purchaser, acting reasonably, the approval or recommendation of the Arrangement or the Arrangement Resolution (a “ Change in Recommendation ”) (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than 5 Business Days after the formal announcement thereof shall not be considered a Change in Recommendation) unless the Company provides a Superior Proposal Notice to the Purchaser within such timeframe, in which case the Company will have until the end of the Matching Period to reaffirm the Board Recommendation, (B) the Board approves, recommends or authorizes the Company to enter into a written agreement (other than an Acceptable Confidentiality Agreement) concerning a Superior Proposal; or (C) the Company breaches Article 5 in a material respect; or

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

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

Section 7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.4(2), Section 4.6(5) and Section 4.11 shall survive for a period of six years following such termination; and (b) in the event of termination under Section 7.2, this Section 7.3 and Section 8.2 through to and including Section 8.16 and Section 4.8(3) and the provisions of the Confidentiality Agreement (in the case of the Confidentiality Agreement, pursuant to the terms set out therein) shall survive. Notwithstanding the foregoing or any other provision to the contrary in this Agreement, (i) nothing in this Section or Agreement relieves any Party from liability for any willful and intentional breach of any provision of this Agreement, and (ii) in the event of a breach by one Party that is not wilful and intentional and that results in the termination of this Agreement but does not require payment of the Company Termination Amount pursuant to Section 8.2 upon such termination, the breaching Party shall, promptly following termination, pay to the non-breaching Party all of the non-breaching Party’s reasonable and documented out-of-pocket expenses incurred in connection with this Agreement and the transactions contemplated hereby (including, for certainty, the fees and disbursements of the nonbreaching Party’s legal, accounting and financial advisors) and upon such payment the breaching Party shall, subject to Section 8.2, have no further liability to the non-breaching party in respect of any such breach; provided that in the event that the Company were to become liable for the payment of the Company Termination Amount following the payment of the Purchaser’s out of pocket expenses, the amount of such out of pocket expenses shall be credited against the payment of the Company Termination Amount.

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ARTICLE 8 GENERAL PROVISIONS

Section 8.1 Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting, but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Company Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:

• (a) change the time for performance of any of the obligations or acts of the Parties;

• (b) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;

• (c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or

• (d) modify any mutual conditions contained in this Agreement.

Section 8.2 Company Termination Amount

• (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Company Termination Amount Event occurs, the Company shall pay the Purchaser, as proceeds of disposition of the Purchaser’s rights hereunder, the Company Termination Amount in accordance with Section 8.2(2). For the purposes of this Agreement, “ Company Termination Amount ” means $2,000,000 and “ Company Termination Amount Event ” means the termination of this Agreement:

• (a) by the Purchaser and the Parent, pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation or Breach of Non-Solicit ] ;

• (b) by the Company, pursuant to Section 7.2(1)(c)(ii) [ Superior Proposal ] ; or

• (c) by the Company on the one hand, or the Purchaser and the Parent on the other, pursuant to either Section 7.2(1)(b)(i) [ Failure of Company Shareholders to Approve ] or Section 7.2(1)(b)(iii) [Outside Date] , if:

  • (i) following the date hereof and prior to such termination, an Acquisition Proposal is made or publicly announced by any Person (other than the Purchaser or any of its affiliates or any Person acting jointly or in concert with any of the foregoing) which Acquisition Proposal has not been withdrawn in writing at least ten Business Days prior to the date of the Company Meeting; and

  • (ii) within twelve months following the date of such termination, (i) an Acquisition Proposal is consummated by the Company or any of its Subsidiaries, or (ii) the Company or any of its Subsidiaries, directly or

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• indirectly, in one or more transactions, enters into a Contract (other than a confidentiality or standstill agreement) in respect of an Acquisition Proposal and such Acquisition Proposal is later consummated (whether or not within twelve months after such termination), provided that in the event an Acquisition Proposal contemplated in clauses (i) or (ii) is consummated on terms that result in a decrease in the value of the per share consideration to be received by the Company Shareholders (after taking into account any stock splits or subdivisions or other events having a similar effect which occur after the date hereof) in comparison to the per share Consideration payable under this Agreement (the “ Lesser Consideration ”), the Company Termination Amount shall be discounted by a percentage that is equal to the percentage difference between the Lesser Consideration and the Consideration. For purposes of the foregoing, in the event of an Acquisition Proposal that includes consideration payable wholly or in part by shares of the acquirer, the value of such consideration shall be based on the five-day volume weighted average trading price of such shares on their principal exchange immediately preceding the first public announcement of such Acquisition Proposal, and if the currency of any such consideration (or the trading price of any share-based consideration) is not in Canadian dollars, the value of the consideration shall be deemed to be based on the Bank of Canada exchange rate of such currency into Canadian dollars at the close of business on the date immediately preceding the first public announcement of such Acquisition Proposal.

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

• (2) If a Company Termination Amount Event occurs due to a termination of this Agreement by the Company pursuant to Section 7.2(1)(c)(ii), the Company Termination Amount shall be paid prior to or concurrently with the occurrence of such Company Termination Amount Event.

• (3) If a Company Termination Amount Event occurs due to a termination of this Agreement by the Purchaser and the Parent pursuant to Section 7.2(1)(d)(ii) the Company Termination Amount shall be paid within two Business Days following such Company Termination Amount Event.

• (4) If a Company Termination Amount Event occurs in the circumstances set out in Section 8.2(1)(c), the Company Termination Amount shall be paid upon the consummation of the Acquisition Proposal referred to therein.

• (5) Any Company Termination Amount shall be paid by the Company to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser. For greater certainty, in no event shall the Company be obligated to pay the Company Termination Amount on more than one occasion.

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Section 8.3 Expenses

Except as otherwise expressly provided in this Agreement, the Parties agree that all outof-pocket expenses of the Parties relating to this Agreement or the transactions contemplated hereby, including legal fees, accounting fees, financial advisory fees, regulatory filing fees, stock exchange fees, all disbursements of advisors and printing and mailing costs, shall be paid by the Party incurring such expenses.

Section 8.4 Acknowledgment

Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the other Party would not enter into this Agreement, and that the amounts set out in Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the Purchaser and the Parent will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. The Company irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. In the event the amounts set out in Section 8.2 are paid to the Purchaser (or as it directs), no other amounts will be due and payable as damages or otherwise by the Company, and the Purchaser and the Parent hereby accept that such payments are the maximum aggregate amount that the Company shall be required to pay in lieu of any damages or any other payments or remedy which the Purchaser or the Parent may be entitled to in connection with this Agreement or the transactions contemplated by this Agreement; provided, however, that this limitation shall not apply in the event of a wilful breach by the Company or any of its Subsidiaries of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the amounts set out in Section 8.2).

Section 8.5 Notices

Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:[3]

• (a) to the Company at:

Pivot Technology Solutions, Inc. 6025 The Corners Pkwy Suite 120 Norcross, Georgia 30092

Attention: Email:

with a copy to:

Borden Ladner Gervais LLP Bay Adelaide Centre, East Tower 22 Adelaide Street West

3 Contact details redacted.

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Suite 3400 Toronto, Ontario M5H 4E3 Attention: Philippe Tardif / Andrew McLean Email:

• (b) to the Purchaser and the Parent at:

Computacenter (UK) Limited Hatfield Business Park, Hatfield Avenue, Hatfield, Hertfordshire, AL10 9TW, United Kingdom

Attention: Email:

with a copy to:

McCarthy Tétrault (US) LLP 55 West 46[th] Street, Suite 2804 New York, NY 10036

Attention: Matthew Cumming Telephone: Email: and Linklaters LLP 1345 Avenue of the Americas New York, NY 10105, USA

Attention: Scott Sonnenblick Telephone: Email:

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by electronic mail, when the sender receives an email from the recipient acknowledging receipt, provided that an automatic “read receipt” does not constitute acknowledgment of an email for purposes of this Section 8.5. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

Section 8.6 Time of the Essence

Time is of the essence in this Agreement.

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Section 8.7 Injunctive Relief

Subject to Section 8.4, the Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at Law or in equity.

Section 8.8 Third Party Beneficiaries

• (1) Except as provided in Section 2.4(5), Section 2.12, Section 4.4(2), Section 4.6(5) and Section 4.11 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.8 as the “ Third Party Beneficiaries ”) and except for the rights of the Affected Securityholders to receive the applicable consideration following the Effective Time pursuant to the Arrangement (for which purpose the Company hereby confirms that it is acting as agent on behalf of the Affected Securityholders), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

• (2) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Section 2.4(5), Section 2.12, Section 4.4(2), Section 4.6(5) and Section 4.11, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf.

Section 8.9 Waiver

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

Section 8.10 Entire Agreement

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

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Section 8.11 Successors and Assigns

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

• (2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, except that the Purchaser may assign all or any portion of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries provided that such assignment does not delay the consummation of the transactions contemplated by this Agreement, but no such assignment shall relieve the Purchaser of its obligations hereunder.

Section 8.12 Severability

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

Section 8.13 Governing Law

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

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

Section 8.14 Rules of Construction

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

Section 8.15 No Liability

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

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Section 8.16 Parent Guarantee

The Parent hereby unconditionally guarantees the performance of all of the obligations of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement (the “ Purchaser’s Obligations ”). The Parent agrees that the Company is entitled to pursue the performance of any the Purchaser’s Obligations directly against the Parent pursuant to the foregoing guarantee without having to commence any enforcement proceedings against the Purchaser.

Section 8.17 Counterparts

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

[Remainder of page intentionally left blank. Signature pages follow.]

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

COMPUTACENTER PLC

Per: (signed) “Tony Conophy” Authorized Signing Officer

1264283 B.C. LTD.

Per: (signed) “Tony Conophy” Authorized Signing Officer

PIVOT TECHNOLOGY SOLUTIONS, INC.

Per: (signed) “Wade Dawe” Authorized Signing Officer

Signature Page to Arrangement Agreement

SCHEDULE A PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO )

PLAN OF ARRANGEMENT UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings specified in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

“ Affected Securities ” means, collectively, the Company Shares, Company Options and RSUs.

“ Affected Securityholders ” means, collectively, the Company Shareholders, the holders of Company Options and the holders of RSUs.

“ Arrangement ” means an arrangement under Section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of September 8, 2020, between the Company, the Parent and the Purchaser (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Company Meeting by the Company Shareholders.

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

“ Award ” means any judgment, decree, injunction, ruling, award, decision or order of any Governmental Entity.

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

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Company ” means Pivot Technology Solutions, Inc.

“ Company Circular ” means the notice of the Company Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Company

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Shareholders in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement.

“ Company Disclosure Letter ” means the disclosure letter dated the date of the Arrangement Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with the Arrangement Agreement.

“ Company Meeting ” means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser, acting reasonably.

“ Company Options ” means the outstanding options to purchase Company Shares issued pursuant to the Stock Option Plan.

“ Company Share ” means a common share in the capital of the Company.

“ Company Shareholders ” means the registered and/or beneficial holders of the Company Shares, as the context requires.

“ Consideration ” means $2.60 per Company Share, subject to adjustment pursuant to Section 3.2.

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

“ Depositary ” means such Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Director ” has the meaning specified in section 1(1) of the OBCA.

“ Dissent Rights ” has the meaning specified in Section 5.1(a).

“ Dissenting Holder ” means a registered Company Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which Dissent Rights are validly exercised by such registered Company Shareholder.

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

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

“ Final Order ” means the final order of the Court, in a form acceptable to the Parties, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of each of the Parties, acting reasonably) at any time prior to the Effective Date or as such order may be affirmed or amended on appeal (provided that any such amendment is satisfactory to each of the Parties, acting reasonably).

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“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange.

“ Incentive Securities ” means, collectively, the Company Options and RSUs.

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

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Award, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated, rendered, issued, ordered or applied by a Governmental Entity that is binding upon or otherwise applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

“ Liens ” means with respect to any property or asset, any mortgage, deed of trust, lien, charge, pledge, encumbrance, hypothec, security interest, prior claim, easement, lease, sublease, conditional sale or other title retention agreement or other similar adverse claim (statutory or otherwise), in each case, whether contingent or absolute.

“ OBCA ” means the Business Corporations Act (Ontario).

“ Parent ” means Computacenter plc.

“ Parties ” means, collectively, the Company, the Parent and the Purchaser, and “ Party ” means any of them.

“ Permitted Dividend ” means the cash dividend declared on the Company Shares on or about August 11, 2020 in the amount of $0.04 per Company Share, to be paid September 15, 2020.

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

“ Purchaser ” means 1264283 B.C. Ltd.

“ RSU Plan ” means the Company’s restricted share unit plan adopted as of June 17, 2014, and amended on May 16, 2016, May 15, 2019 and June 26, 2019.

“ RSUs ” mean the restricted share units issued and outstanding under the RSU Plan (including, for greater certainty, units issued or paid as dividend equivalents).

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“ Stock Option Plan ” means the Company’s stock option plan adopted as of June 17, 2014, and as amended May 16, 2016, May 15, 2019 and June 26, 2019.

“ Subsidiary ” has the meaning ascribed thereto in Section 1.1 of National Instrument 45-106 Prospectus Exemptions .

“ Tax Act ” means the Income Tax Act (Canada).

Section 1.2 Currency

All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

Section 1.3 Gender and Number

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

Section 1.4 Phrasing

The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation”, (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) “Article” and “Section” followed by a number mean and refer to the specified Article or Section of this Plan of Arrangement.

Section 1.5 References to Persons

Any reference to a Person includes its heirs, administrators, executors, legal personal, representatives, successors and permitted assigns.

Section 1.6 Statutes

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

Section 1.7 Non-Business Days

A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.

Section 1.8 Time References

References to time are to local time, Toronto, Ontario.

Section 1.9 Time

Time shall be of the essence in this Plan of Arrangement.

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ARTICLE 2 BINDING EFFECT

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant and subject to the provisions of the Arrangement Agreement.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Parent, the Purchaser, the Company, the Company Shareholders (including Dissenting Holders), all holders and beneficial owners of Incentive Securities, the registrar and transfer agent of the Company, the Depositary and all other Persons, in each case, at and after, the Effective Time without any further act or formality required on the part of any Person.

ARTICLE 3 ARRANGEMENT

Section 3.1 Arrangement

Pursuant to the Arrangement, the following transactions shall occur and shall be deemed to occur without any further authorization, act or formality, on the Effective Date, at the following times and in the following order:

• (a) first, at the Effective Time, the following transactions shall occur simultaneously:

• (i) each Company Option outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan and/or the terms of any award agreements related to the Company Options, shall be deemed to be unconditionally vested and exercisable, and each such Company Option shall, without any further action by or on behalf of a holder of Company Options, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount (if any) by which the Consideration exceeds the exercise price of such Company Option, subject to applicable withholdings, and each such Company Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, such Company Option shall be cancelled without any consideration, and none of the Company, the Parent or the Purchaser shall be obligated to pay the holder of such Company Option any amount in respect of such Company Option; and

• (ii) each RSU outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the RSU Plan and/or the terms of any award agreements related to the RSUs, shall be deemed to be unconditionally vested, and shall, without any further action by or on behalf of a holder of RSUs, be deemed to be assigned and transferred by such holder to the Company in exchange for a cash payment from the Company equal to the amount of Consideration multiplied by the number

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of RSUs, subject to applicable withholdings, and each such RSU shall immediately be cancelled;

• (b) second, and five minutes after the Effective Time, the following transactions shall occur simultaneously:

• (i) each Company Share held by a Company Shareholder (other than a Dissenting Holder in respect of which Dissent Rights have been validly exercised) shall be transferred (free and clear of all Liens) to the Purchaser in exchange for a cash payment to the Company Shareholder equal to the Consideration; and

• (ii) all Company Shares held by Dissenting Holders (in respect of which Dissent Rights have been validly exercised) shall be deemed to have been transferred (free and clear of all Liens) to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Section 5.1, and

  • (1) such Dissenting Holders shall cease to be the holders of such Company Shares and to have any rights as Company Shareholders other than the right to be paid the fair value for such Company Shares as set out in Section 5.1;

  • (2) the name of each such Dissenting Holder shall be removed as Company Shareholder, as applicable, from the registers of Company Shareholders, as applicable, maintained by or on behalf of Company in respect of such Company Shares; and

  • (3) the Purchaser shall be deemed to be the transferee of such Company Shares (free and clear of any Liens) and shall be entered in the registers of Company Shareholders maintained by or on behalf of Company;

• (c) third, and ten minutes after the Effective Time, the stated capital account maintained by the Company for the Company Shares shall be reduced to $1.00 with no distribution to any shareholder of the Company;

• (d) fourth, and fifteen minutes after the Effective Time, the following transactions shall occur:

• (i) the Purchaser and the Company shall amalgamate pursuant to the OBCA and continue as one corporation (“ Amalco ”) on the following terms and those prescribed elsewhere in the Arrangement Agreement and the Plan of Arrangement:

  • (1) all of the issued and outstanding shares of the Company shall automatically be cancelled without any repayment of capital in respect thereof;

  • (2) the by-laws of Amalco shall be the same as those of the Company, mutatis mutandis ;

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• (3) no securities shall be issued and no assets shall be distributed by Amalco in connection with the amalgamation;

• (4) the name of Amalco shall be “■” or such other name as selected by the board of directors of Amalco;

• (5) the registered office of Amalco shall be located at the registered office of the Company immediately prior to the Effective Time;

• (6) Amalco shall be authorized to issue an unlimited number of common shares without par value, and such common shares shall have the rights, privileges, restrictions and conditions described on Schedule “A” hereto;

• (7) no share of Amalco may be transferred unless its transfer complies with the restriction on the transfer of securities described on Schedule “A” hereto;

• (8) there shall be no restrictions on the business Amalco may carry on or on the powers it may exercise;

• (9) the directors of Amalco shall, until otherwise changed in accordance with the OBCA, consist of a minimum number of one and a maximum number of ten;

• (10) the first directors of Amalco shall be: ■, ■ and ■, and such persons shall hold office until the first annual or general meeting of the shareholders of Amalco or until their successors are duly appointed or elected;

• (11) the Articles of Arrangement shall be deemed the articles of incorporation of Amalco and the Certificate of Arrangement shall be deemed the certificate of incorporation of Amalco; and

• (12) for certainty, pursuant to Section 179 of the OBCA, as a result of the amalgamation:

• a. the Purchaser and the Company shall continue as one corporation and shall cease to exist as entities separate from Amalco;

• b. Amalco shall possess all the property, rights, privileges and franchises and is subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Purchaser and the Company;

• c. a conviction against, or ruling, order or judgment in favour or against the Purchaser or the Company may be enforced by or against Amalco; and

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• d. Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against the Purchaser or the Company before the amalgamation has become effective.

Section 3.2 Adjustment to Consideration

If, on or after the date of the Arrangement Agreement, the Company sets a record date for any dividend or other distribution on the Company Shares (other than the Permitted Dividend) that is prior to the Effective Date, then the Consideration shall be reduced by the amount of such dividends or distributions.

ARTICLE 4 ARRANGEMENT MECHANICS

Section 4.1 Transfer of Securities

• (a) With respect to each holder of Incentive Securities outstanding immediately before the Effective Time that is subject to this Plan of Arrangement, as reflected on the register maintained by or on behalf of the Company in respect of the Incentive Securities, upon and at the time of the disposition of such Incentive Securities effected pursuant to Section 3.1(a)(i) through Section 3.1(a)(ii):

• (i) such holder of Incentive Securities shall cease to be a holder of Incentive Securities, as applicable, and the name of such holder of Incentive Securities shall be removed from the register or account of holders of Incentive Securities, as applicable, maintained by or on behalf of Company;

• (ii) all agreements relating to such Incentive Securities and the RSU Plan and the Stock Option Plan shall be terminated and shall be of no further force and effect; and

• (iii) the Company shall pay to such holder of Incentive Securities, the consideration payable to such holder of Incentive Securities, as applicable, pursuant to Section 3.1(a)(i) through Section 3.1(a)(ii).

• (b) With respect to Company Shareholders (other than Dissenting Holders in respect of which Dissent Rights have been validly exercised), immediately before the Effective Time, upon and at the time of the transfer of Company Shares effected pursuant to Section 3.1(b)(i):

• (i) such Company Shareholder shall cease to be a Company Shareholder, and the name of such Company Shareholder shall be removed from the register of Company Shareholders maintained by or on behalf of Company;

• (ii) the Purchaser shall become the transferee (free and clear of all Liens) of such Company Shares transferred to the Purchaser and shall be added to the register of Company Shareholders maintained by or on behalf of Company; and

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• (iii) the Purchaser shall pay and deliver to such Company Shareholder the Consideration payable and deliverable to such Company Shareholder in accordance with this Plan of Arrangement.

Section 4.2 Rounding of Consideration

If the Consideration which a Company Shareholder is entitled to receive pursuant to Section 3.1(b) and Section 4.1(b) would otherwise include a fraction of $0.01, then the aggregate Consideration to which such Company Shareholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

ARTICLE 5 RIGHTS OF DISSENT

Section 5.1 Rights of Dissent

• (a) Registered Company Shareholders (as of the record date for determining those Company Shareholders that are eligible to vote on the Arrangement Resolution) may exercise dissent rights with respect to the Company Shares held by such holders (“ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in Section 185 of the OBCA, as modified by the Interim Order and this Section 5.1; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time).

• (b) Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(b)(ii) and if they:

• (i) ultimately are entitled to be paid fair value for such Company Shares: (i) shall be deemed not to have participated in the transactions in Article 3 (other than Section 3.1(b)(ii)); (ii) will be entitled to be paid the fair value of such Company Shares by the Purchaser, which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Company Shares; or

• (ii) ultimately are not entitled, for any reason, to be paid fair value for such Company Shares, shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares and shall be entitled to receive only the Consideration contemplated by Section 3.1(b) hereof that such Dissenting Holder would have received pursuant to the Arrangement if such Dissenting Holder had not exercised its Dissent Rights.

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Section 5.2 Recognition of Dissenting Holders

• (a) In no circumstances shall the Parent, the Purchaser, the Company or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised.

• (b) For greater certainty, in no case shall the Parent, the Purchaser, the Company, the Depositary, the registrar and transfer agent in respect of the Company Shares, or any other Person be required to recognize Dissenting Holders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(b)(ii), and the names of such Dissenting Holders shall be removed from the registers of holders of the Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(b)(ii) occurs. In addition to any other restrictions under Section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Incentive Securities; and (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares).

ARTICLE 6 PAYMENT AND CERTIFICATES

Section 6.1 Payment

• (a) On the Business Day prior to the filing by the Company of the Articles of Arrangement with the Director in accordance with the Arrangement Agreement, the Parent or the Purchaser shall:

• (i) deposit or cause to be deposited with the Depositary, on behalf of the Company and its Subsidiaries, the aggregate cash amount required for the payments in respect of the Incentive Securities pursuant to Section 3.1(a); and

• (ii) deposit or cause to be deposited with the Depositary, on behalf of Purchaser, the aggregate cash amounts required for the payments to such Company Shareholders for their respective Company Shares pursuant to Section 3.1(b),

in each case with the cash amounts to be held in escrow by the Depositary on terms and conditions that are satisfactory to the Company and the Purchaser, acting reasonably.

• (b) At the Effective Time, the Depositary shall deliver to the Company an amount of immediately available funds necessary to fund the cash payments to former holders of Incentive Securities pursuant to Section 3.1(a), and as soon as practicable following the Effective Time, the Company shall deliver to each former holder of Incentive Securities, through the Company’s payroll systems (or such other means as the Company may elect), the cash payment, if any, which such former holder of Incentive Securities has the right to receive under Section 4.1(a)

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for such formerly held Incentive Security, less any amounts withheld pursuant to Section 6.3.

• (c) Upon the surrender to the Depositary of a certificate which immediately prior to the Effective Time represented outstanding Company Shares and such additional documents and instruments as the Depositary may reasonably require, the Depositary shall deliver to the applicable Company Shareholder, as soon as practicable and in accordance with Section 4.1(b) and Section 4.2, a cheque (or other form of immediately available funds) representing the cash amount that such Company Shareholder is entitled to receive under the Arrangement, less any amounts withheld pursuant to Section 6.3, and any certificate so surrendered shall forthwith be cancelled.

• (d) Until surrendered as contemplated by this Section 6.1, each certificate that immediately prior to the Effective Time represented outstanding Company Shares shall be deemed, immediately after the completion of the transactions contemplated in Section 4.1(b), to represent only the right to receive upon such surrender the Consideration in lieu of such certificate as contemplated in Section 4.1(b). Any such certificate formerly representing outstanding Company Shares not duly surrendered on or before the sixth anniversary of the Effective Date shall cease to represent a claim by or interest of any former Company Shareholder of any kind or nature against or in the Parent, the Purchaser or the Company.

• (e) Any payment made by way of cheque by the Depositary or by the Company, pursuant to the Arrangement that has not been deposited or has been returned to the Depositary or the Company or that otherwise remains unclaimed, in each case, on or before the sixth anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the sixth anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of any Affected Securityholder to receive the consideration for any Affected Securities pursuant to the Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser (or the Company, as applicable) for no consideration.

• (f) No Affected Securityholder shall be entitled to receive any consideration with respect to Affected Securities other than the consideration to which such Affected Securityholder is entitled to receive in accordance with Section 3.1 and no such Affected Securityholder shall be entitled to receive any interest, dividends, premium or other payment in connection therewith (other than, in the case of Company Shareholders, with respect to the Permitted Dividend). No dividend or other distribution declared or made after the Effective Time with respect to Affected Securities or with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Affected Securities.

Section 6.2 Lost Certificates

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to this Plan of Arrangement shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will pay and deliver, in

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exchange for such lost, stolen or destroyed certificate, the Consideration which such holder is entitled to receive pursuant to Section 4.1(b), net of amounts required to be withheld pursuant to Section 6.3. When authorizing such payment and delivery in exchange for any lost, stolen or destroyed certificate, the Person to whom the payment is made shall, as a condition precedent to the delivery thereof, give a bond satisfactory to the Company, the Parent, the Purchaser and the Depositary in such sum as the Parent may direct or otherwise indemnify the Parent and the Purchaser in a manner satisfactory to the Parent against any claim that may be made against the Parent or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 6.3 Withholding Rights

The Company, any Subsidiary, the Parent, the Purchaser and the Depositary shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Person under this Plan of Arrangement (including any Company Shareholders exercising Dissent Rights), and from all dividends, other distributions or other amounts otherwise payable to any former Company Shareholder or former holders of Incentive Securities, such amounts as the Company, the Parent, the Purchaser or the Depositary are required to deduct and withhold with respect to such payment under the Tax Act or any provision of applicable Laws and shall remit such amounts to the appropriate Governmental Entity. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts shall be treated for all purposes as having been paid to the Person in respect of which such deduction and withholding was made, provided that such deducted or withhold amounts are actually and timely remitted to the appropriate Governmental Entity.

Section 6.4 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 6.5 Paramountcy

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all of the securities of the Company issued or outstanding prior to the Effective Time, (b) the rights and obligations of Affected Securityholders, the Company, the Purchaser, the Parent, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any securities of the Company are deemed to have been settled, compromised, released and determined without liability except as set forth herein.

ARTICLE 7 AMENDMENTS

Section 7.1 Amendments to Plan of Arrangement

• (a) The Company and the Parent may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (A) be set out in writing, (B) be approved by the Company and the Parent, each acting reasonably, (C) be filed with the Court and, if made following the Company Meeting, approved

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by the Court, and (D) be communicated to the Affected Securityholders if and as required by the Court.

• (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Parent at any time prior to the Company Meeting (provided that the Company or the Parent, as applicable, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

• (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (A) it is consented to in writing by each of the Company and the Parent (in each case, acting reasonably), and (B) if required by the Court, it is consented to by some or all of the Company Shareholders voting in the manner directed by the Court.

• (d) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Parent or Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Parent or Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Company Shareholders, or holders and beneficial owners of Incentive Securities.

ARTICLE 8 FURTHER ASSURANCES

Section 8.1 Further Assurances

Notwithstanding that the transactions and events set out in this Plan of Arrangement shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Parties shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order to further document or evidence any of the transactions or events set out in this Plan of Arrangement.

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Schedule A

Rights, privileges, restrictions and conditions (if any) attaching to the common shares of Amalco:

The rights, privileges, restrictions and conditions attaching to the common shares of Amalco are as follows:

(a) Payment of Dividends: The holders of the common shares will be entitled to receive dividends if, as and when declared by the board of directors of the Company out of the assets of the Company properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine. Subject to the rights of the holders of any other class of shares of the Company entitled to receive dividends in priority to or concurrently with the holders of the common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of the Company.

(b) Participation upon Liquidation, Dissolution or Winding Up: In the event of the liquidation, dissolution or winding up of the Company or other distribution of assets of the Company among its shareholders for the purpose of winding up its affairs, the holders of the common shares will, subject to the rights of the holders of any other class of shares of the Company entitled to receive assets of the Company upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution. Such distribution will be made in equal amounts per share on all the common shares at the time outstanding without preference or distinction.

(c) Voting Rights: The holders of the common shares will be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Company and to one vote in respect of each common share held at all such meetings.

Other provisions:

No security of the Company, other than a non-convertible debt security, may be transferred without the consent of:

(a) the board of directors of the Company, expressed by a resolution duly passed at a meeting of the directors;

(b) a majority of the directors of the Company, expressed by an instrument or instruments in writing signed by such directors;

(c) the holders of the voting shares of the Company, expressed by a resolution duly passed at a meeting of the holders of voting shares; or

(d) the holders of the voting shares of the Company representing a majority of the votes attached to all the voting shares, expressed by an instrument or instruments in writing signed by such holders.

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SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

1. The arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario) involving Pivot Technology Solutions, Inc. (the “ Company ”), as more particularly described and set forth in the management proxy circular (the “ Circular ) of the Company dated [●] , 2020 accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement) made as of September 8, 2020 between the Company, Computacenter plc and 1264283 B.C. Ltd. ( the “ Arrangement Agreement ”), is hereby authorized, approved and adopted.

2. The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix “●” to the Circular, is hereby authorized, approved and adopted.

3. The (i) Arrangement Agreement and all the transactions contemplated therein, (ii) actions of the directors of the Company in approving the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.

4. The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).

5. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Ontario Superior Court of Justice, the directors of the Company are hereby authorized and empowered to, without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions;

6. Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the Business Corporations Act (Ontario), articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.

7. Any officer or director of the Company is hereby authorized to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby,

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such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

SCHEDULE C REPRESENTATIONS AND WARRANTIES OF THE COMPANY

• (a) Organization and Qualification . The Company is a corporation incorporated and validly existing under the Laws of the Province of Ontario and has the corporate power and authority to own and operate its assets and conduct its business as now owned and conducted. The Company is qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed, registered or in good standing would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• (b) Corporate Authorization.

• (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the Arrangement other than: (A) approval by the Board of the Company Circular; (B) the Arrangement Resolution being approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order and Law; (C) filings with the Court in respect of the Arrangement; and (D) filing of the Articles of Arrangement with the Director.

• (ii) The Board has received the Fairness Opinion (a true and complete copy of which, when executed and delivered in writing, will be delivered to the Purchaser by the Company), and as at the date of this Agreement, after receiving advice of outside legal and financial advisors, the Board has unanimously: (A) determined that the Consideration to be received by the Company Shareholders pursuant to the Arrangement is fair to such holders and that the Arrangement is in the best interests of the Company; (B) resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution; and (C) authorized the entering into of this Agreement and the performance by the Company of its obligations under this Agreement, and no action has been taken to amend, or supersede such determinations, resolutions, or authorizations.

• (c) Execution and Binding Obligation . This Agreement has been duly executed and delivered by the Company, and constitutes a legal, valid and binding agreement of the Company enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

• (d) Governmental Authorization. The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Director under the OBCA; (iv) any actions or filings with the Securities Authorities or the TSX; and (v) any consents, waivers,

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approvals, actions or filings or notifications, the absence of which would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• (e) Non-Contravention . The execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

• (i) contravene, conflict with, or result in any violation or breach of the Company’s Constating Documents;

• (ii) assuming compliance with the matters referred to in paragraph (d) above, conflict with or result in a violation or breach of any Law applicable to the Company; or

• (iii) other than as disclosed in the Company Disclosure Letter, allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a material default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer) under any Material Contract which may not otherwise be terminated by the applicable counterparty(ies) on fewer than 90 days’ notice to the Company or its Subsidiaries, as applicable, or any material Authorization to the which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound;

with such exceptions, in the case of each of clauses (ii) and (iii) as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(f) Capitalization .

• (i) The authorized capital of the Company consists of an unlimited number of Company Shares and an unlimited number of Preferred Shares, of which one series known as Series A Preferred Shares has been designated. As of the close of business on September 8, 2020, there were 38,214,783 Company Shares and no Preferred Shares issued and outstanding. All outstanding Company Shares have been duly authorized and validly issued, are fully paid and non-assessable.

• (ii) The Company Disclosure Letter contains a list, as of the close of business on September 8, 2020, of the number of outstanding Company Options and RSUs and the exercise price, and vested percentage, as applicable, of such Company Options, and RSUs. All of the Company Shares issuable upon the exercise of rights under the Stock Option Plan, including outstanding Company Options, and upon the settlement of RSUs have been duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and nonassessable and are not and will not be subject to or issued in violation of, any preemptive rights.

• (iii) Except for outstanding rights under the Stock Option Plan and the RSU Plan, there are no issued, outstanding or authorized options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or

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other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Company or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries.

• (iv) All outstanding securities of the Company have been issued in compliance with all applicable Laws.

• (v) There are no bonds, debentures or other evidences of indebtedness of the Company or any of its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Company Shareholders on any matter.

• (vi) There are no issued, outstanding or authorized obligations on the part of the Company to repurchase, redeem or otherwise acquire any securities of the Company, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or with respect to the voting or disposition of any securities of the Company.

• (vii) Other than the Permitted Dividend, all dividends or distributions on the voting or equity securities of the Company that have been declared or authorized have been paid in full.

(g) Subsidiaries .

• (i) The Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all Persons in which the Company owns or controls, directly or indirectly, any equity or proprietary interest indicating (A) the name and jurisdiction of incorporation, organization or formation of such Person, and (B) the percentage owned directly or indirectly by the Company.

• (ii) Each Subsidiary of the Company is a corporation, partnership, trust, limited partnership or joint venture, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, to own, and operate its assets and conduct its business as now owned and conducted, except where the failure to be so organized, validly existing, qualified or in good standing, would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

• (iii) Except as set out on the Company Disclosure Letter, the Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of its Subsidiaries indicated in the Company Disclosure Letter, in each case free and clear of any Liens. All such shares of capital stock or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be.

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(h) Securities Law Matters .

• (i) The Company is a “reporting issuer” under applicable Securities Laws in each of the provinces of Ontario, Alberta and British Columbia. The Company Shares are listed and posted for trading on the TSX. The Company is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX.

• (ii) As of the date of this Agreement, the Company has not taken any action to cease to be a reporting issuer in any province or territory of Canada nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company. As of the date of this Agreement, no delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened.

• (iii) The Company has filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws since December 31, 2017. The documents comprising the Company Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any Misrepresentation. Other than as made available to the Purchaser, the Company has not filed any confidential material change report which at the date of this Agreement remains confidential. To the knowledge of the Company, neither the Company nor any of the Company Filings is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

• (i) Financial Statements . The Company’s audited consolidated financial statements (including any of the notes or schedules thereto, the auditor’s report thereon and the related management’s discussion and analysis) and the unaudited consolidated interim financial statements (including any of the notes or schedules thereto and related management’s discussion and analysis included in the Company Filings) included in the Company Filings were prepared in accordance with IFRS, and fairly present in all material respects the consolidated statement of income, comprehensive income, financial position and cash flows of the Company and its Subsidiaries as of their respective dates and for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements), subject to normal year-end adjustments and the absence of notes in the case of any interim financial statements. The Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of any of the Company’s financial statements included in the Company Filings (other than any corrections or restatements required as a result of changes in IFRS that have retroactive application). There are no, nor are there any commitments to become a party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other similar relationships of the Company or of any of its Subsidiaries with unconsolidated entities or other Persons.

• (j) Books and Records . In the past five years, all accounting and financial Books and Records (i) have been maintained in all material respects in accordance with IFRS, (ii) are stated in reasonable detail, (iii) accurately and fairly reflect all the material transactions,

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acquisitions and dispositions of the Company and its Subsidiaries, and (iv) accurately and fairly reflect the basis of the Company’s financial statements.

• (k) Disclosure Controls and Internal Control over Financial Reporting .

• (i) The Company has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings ) that are designed to ensure that material information required to be disclosed by the Company in its reports filed or submitted under Securities Laws is recorded, processed, and reported on a timely basis and accumulated and communicated to the Company’s management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

• (ii) The Company has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings ) that is designed to provide reasonable assurance regarding the reliability of the Company’s financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

• (iii) Based on the Company’s most recent evaluation of internal controls prior to the date hereof, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings ) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud that involves management or other Company Employees who have a significant role in the internal control over financial reporting of the Company. As of the date hereof, none of the Company, any of its Subsidiaries or, to the Company’s knowledge, any director, Company Employee, auditor, accountant or Representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

• (l) Absence of Certain Changes. Since December 31, 2019, other than the transactions contemplated in this Agreement or as disclosed in the Company Filings, the business of the Company and its Subsidiaries have been conducted in the Ordinary Course consistent with past practices and there has not been any event, occurrence, development or state of circumstances or facts, that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• (m) No Undisclosed Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the audited consolidated financial statements of the Company as at December 31, 2019; or (ii) incurred in the Ordinary Course since December 31, 2019 that would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

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• (n) Compliance with Laws. Except as disclosed in the Company Disclosure Letter, the Company and each of its Subsidiaries are and have been in compliance with Laws and, to the knowledge of the Company, none of the Company nor any of its Subsidiaries are under any investigation with respect to, have been charged or threatened to be charged with, or has received notice of, any violation or potential violation of any Laws, except for failures to comply or violations that have not had or would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• (o) Litigation. Except as disclosed in the Company Disclosure Letter, as of the date of this Agreement, there are no Actions pending, or, to the knowledge of the Company, threatened, against the Company or any of its Subsidiaries affecting any of their respective properties or assets that, if determined adverse to the interests of the Company or its Subsidiaries, (i) would have, or be reasonably expected to have a Company Material Adverse Effect; or (ii) would restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement. There is no Award outstanding against or binding on the Company or any of its Subsidiaries which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

• (p)

Taxes .

• (i) Except as disclosed in the Company Disclosure Letter, the Company and each of its Subsidiaries has duly and timely filed all material Tax Returns required to be filed by them prior to the date hereof and all such material Tax Returns are complete and correct in all material respects.

• (ii) The Company and each of its Subsidiaries has withheld, remitted and paid all material Taxes which are due and payable, all assessments and reassessments, and all other material Taxes due and payable by them on or before the date hereof, other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recently published consolidated financial statements of the Company. The Company and its Subsidiaries have provided adequate accruals in accordance with IFRS in the most recently published consolidated financial statements of the Company for any Taxes of the Company and each of its Subsidiaries for the period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns. Since such publication date, no material liability in respect of Taxes not reflected in such statements or otherwise provided for has been assessed, proposed to be assessed, incurred or accrued, other than in the ordinary course of business. None of the Company or its Subsidiaries has claimed or received any subsidies, government assistance or Tax refunds, including, for greater certainty, under section 125.7 or subsection 153(1.02) of the Tax Act.

• (iii) No material deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to Taxes of the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any of their respective assets.

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• (iv) No claim has been made by any Governmental Entity in a jurisdiction where the Company and any of its Subsidiaries does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax by that jurisdiction.

• (v) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the assets of the Company or any of its Subsidiaries.

• (vi) The Company and each of its Subsidiaries has withheld or collected all material amounts required to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity when required by Law to do so.

• (vii) There are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of Taxes due from the Company or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

• (viii) The Company and each of its Subsidiaries has made available to the Purchaser true, correct and complete copies of all Tax Returns for which the applicable statutory periods of limitations have not expired.

• (ix) There are no circumstances existing which could result in the application of section 78 or sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to the Company or any of its Subsidiaries.

• (x) The Company and each of its Subsidiaries has complied in all material respects with the intercompany transfer pricing provisions of each applicable Law relating to Taxes, including the contemporaneous documentation and disclosure requirements thereunder.

(q) Employees .

• (i) The Company and its Subsidiaries are in material compliance with all terms and conditions of employment and all Laws respecting employment as they relate to the Company Employees, including pay equity, wages, Taxes, hours of work, overtime, vacation, human rights, worker’s compensation, and work safety and health.

• (ii) All amounts due or accrued due for all salary, wages, bonuses, commissions, paid time off and benefits under Employee Plans and other similar accruals have either been paid or are accurately reflected in all material respects in the books and records of the Company and its Subsidiaries.

• (iii) To the knowledge of the Company, the Company Disclosure Letter sets forth a true and complete list of all material Company Employee related claims, complaints, investigations or orders under any such Law now pending or, threatened against the Company and its Subsidiaries by or before any Governmental Entity as of the date hereof and, as of the date hereof, no such claims, complaints, investigations or orders could reasonably be expected to have a Company Material Adverse Effect.

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• (iv) The Company Disclosure Letter sets forth a true and complete list of the Company Employees as of the date hereof setting out: (i) the employee numbers of all Company Employees; (ii) their position or title; (iii) their status (i.e., full time, part time, temporary, casual); (iv) their (A) salary and (B) target bonus or target of other incentive compensation, if any; (v) their length of employment with the Company or its Subsidiaries; and (vi) whether any Company Employees are on any approved or statutory leave of absence and the expected date of return.

• (v) The Company Disclosure Letter sets forth a true and complete list of individual consultants engaged by the Company as of the date hereof, including: (i) the names of all individual consultants of the Company; (ii) a description of the job the consultant is hired to perform; and (iii) the date the individual consultant was hired.

• (vi) Except in the Ordinary Course or as required by Law and consistent with the Company’s past practices, there have been no material increases or decreases in staffing levels of the Company and there have been no changes in the terms and conditions of employment of any Company Employees as reflected in the Company Disclosure Letter, including salaries, remuneration and any other payments to Company Employees, and the Company has not agreed or otherwise become committed to change any of the foregoing.

• (vii) Except as disclosed in the Company Disclosure Letter, no Company Employee has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results from Law from the employment of an employee without an agreement as to notice or severance.

• (viii) Except as disclosed in the Company Disclosure Letter, there are no change of control payments, golden parachutes, severance payments, retention payments, Contracts or other agreements with current or former Company Employees providing for cash or other compensation or benefits upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries.

• (ix) Except as disclosed in the Company Disclosure Letter, there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other outstanding amounts due or owing pursuant to any workplace safety, workers compensation or insurance legislation and none of the Company or any Subsidiary has been reassessed in any material respect under such legislation during the past two years and, to the knowledge of the Company, no audit of the Company or any Subsidiary is currently being performed pursuant to any applicable workplace safety, workers compensation or employment insurance legislation. Except as disclosed in the Company Disclosure Letter, as of the date of this Agreement, to the Company’s knowledge, there are no claims which may materially adversely affect the Company and its Subsidiaries’ accident cost experience.

• (x) All material orders and material inspection reports under applicable workplace safety and health legislation have been made available to Purchaser in the Data Room.

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• (r) Employee Plans .

• (i) The Company Disclosure Letter sets forth a complete list of Employee Plans. The Company has delivered or made available to the Purchaser complete and up-todate copies of the Employee Plans, or written descriptions of the material terms thereof if unwritten, including to the extent applicable: (i) the plan documents (as amended) and current employee booklets for the Employee Plans, (ii) trust agreements, funding agreements, insurance contracts and policies, investment management agreements, subscription and participation agreements, benefit administration contracts, financial administration contracts, record keeping and other service agreements for the Employee Plans; (iii) the most recent annual report and accompanying schedule; (iv) the current summary plan description and any modifications thereto; (v) the most recent annual financial, accountings and actuarial statements, and all reports, statements, valuations, returns and correspondence for each of the last three years which affect premiums, contributions, refunds, deficits or reserves under any Employee Plan; (vi) statements of premiums, contributions, or benefits paid by the Company for each of the past two complete financial years and year to date; and (vii) material communications between the Company and past or present participants in the Employee Plans, as well as between the Company and Governmental Entities.

• (ii) All of the Employee Plans are and have been established, registered, funded, qualified and administered in material compliance with all Laws and their terms. To the knowledge of the Company, no fact or circumstance exists which could adversely affect the registered status (if any) of any such Employee Plan, and neither the Company nor any of its agents or delegates has breached any fiduciary obligation with respect to the administration or investment of any Employee Plan. Each Employee Plan that is intended to qualify for tax-preferred or tax-exempt treatment has been registered in accordance with applicable Laws, and, to the knowledge of the Company, no event has occurred with respect to any such Employee Plan that could result in the revocation of the registration of such Employee Plan or which could otherwise reasonably be expected to adversely affect the tax status of such Employee Plan.

• (iii) Except as disclosed in the Company Disclosure Letter, all of the Employee Plans are fully funded. All benefits accrued under any Employee Plan not required to be funded by the terms of such plan or applicable Law have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with, IFRS.

• (iv) No Employee Plan is subject to any actual or, to the knowledge of the Company, pending Action initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) which, if adversely determined, would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, and, to the knowledge of the Company, there exists no state of facts which could reasonably be expected to give rise to any such action.

• (v) Except as provided in this Agreement, the execution, delivery and performance of this Agreement and the consummation of the Arrangement will not (A) result in any material payment (including, without limitation, bonus, golden parachute, retirement, severance, or other benefit or enhanced benefit) becoming due or

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payable to any of the Company Employees (present or former), (B) increase the compensation or benefits otherwise payable to any Company Employee (present or former), or (C) result in the acceleration of the time of payment or vesting of any material benefits or entitlements otherwise available pursuant to any Employee Plan (except for outstanding Company Options, and RSUs).

• (vi) Each Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Company or any of its affiliates other than ordinary administrative expenses typically incurred in a termination event. To the knowledge of the Company, no fact, condition or circumstance has arisen or occurred since the date of the documents provided in accordance with paragraph (r) of Schedule C of this Agreement which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries has made any commitment or obligation or any representations to any employee, officer, director, independent contractor or consultant, whether or not legally binding, to materially adopt, amend, modify or terminate any Employee Plan, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.

• (vii) None of the Employee Plans, or any insurance contract relating thereto, require or permit a material retroactive increase in premiums or payments, or require additional material premiums or payments on termination of the Employee Plan or any insurance contact relating thereto. Nothing has been done or omitted to be done by the Company or any of its Subsidiaries which could make any policy or insurance contract void or voidable. All contracts in respect of the Employee Plans are valid and the Company or its Subsidiaries can enforce such contracts or cause such contracts to be enforced.

• (viii) Except as disclosed in the Company Disclosure Letter, none of the Employee Plans: (i) is a “registered pension plan” for purposes of section 248 of the Tax Act or is required to be registered under federal or provincial minimum pension standards legislation in Canada; (ii) is a “salary deferral arrangement” for purposes of section 248 of the Tax Act; (iii) is a “retirement compensation arrangement” for purposes of section 248 of the Tax Act; or (iv) provide for retiree or postemployment benefits for retired or former employees, including to the beneficiaries or dependents of retired or former Company Employees, other than for a statutory, common law, civil law or contractual notice period.

• (ix) There exists no losses or Taxes in connection with any former employee benefit plan relating to current or former employees, directors, officers or independent contractors of the Company (or the respective spouse, beneficiaries or dependents of such individuals) that has terminated, and all procedures for termination of each such former employee benefit plan have been properly followed in accordance with the terms of such former employee benefit plans and applicable Law.

• (x) The Company has not taken any action in connection with events and/or circumstances related to COVID-19 with respect to any Employee Plan or the compensation or benefits of any employee that is not in the Ordinary Course consistent with past practice, or except as approved by an insurer in respect of insured plans.

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• (xi) All data necessary to administer each Employee Plan is in the possession of the Company or an agent and is in a form which is sufficient for the proper administration of the Employee Plan in accordance with its terms and all applicable Laws and such data is complete and correct in all material respects.

• (s) Collective Agreements .

• (i) To the knowledge of the Company, there are no pending union organizing activities involving any Company Employees and no Collective Agreement is currently being negotiated by the Company.

• (ii) None of the Company or any of its Subsidiaries is a party, either directly or indirectly, or by operation of law to any Collective Agreement and there are no outstanding labour tribunal proceedings of any kind or other event of any nature whatsoever, including any proceedings which could result in certification, interim certification, voluntary recognition, or succession rights of a trade union, council of trade unions, employee bargaining agencies, affiliated bargaining agent or any other Person as bargaining agent for any Company Employees.

• (iii) To the knowledge of the Company, no trade union, council of trade unions, employee bargaining agency or affiliated bargaining agent holds bargaining rights with respect to any of the employees of the Company by way of certification, interim certification, voluntary recognition, or succession rights, or has applied or, to the knowledge of the Company, threatened to apply to be certified as the bargaining agent of any employees of the Company.

• (iv) None of the Company nor any of its Subsidiaries has engaged in any lay-off activities within the past three years that would violate group termination or lay-off requirements of the Employment Standards Code or other Law.

• (v) None of the Company nor any of its Subsidiaries has engaged in any unfair labour practice and no unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Company, threatened against the Company or any of its Subsidiaries.

• (vi) To the knowledge of Company, no trade union has applied to have Company or any of its Subsidiaries declared a common, related or successor employer pursuant to the Labour Relations Act (Ontario), the Labour Code (Québec) or the Canada Labour Code or any similar legislation in any jurisdiction in which the Company and its Subsidiaries carries on business.

• (t) Environmental Matters . Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) no written notice, order, complaint or penalty has been received by the Company or any of its Subsidiaries alleging that the Company or any of its Subsidiaries are in violation of, or have any liability or potential liability under, any Environmental Law, and, to the Company’s knowledge, there are no Actions pending or threatened against the Company or any of its Subsidiaries which allege a violation of, or any liability or potential liability under, any Environmental Laws, (ii) the Company and each of its Subsidiaries have all environmental permits necessary for the operation of their respective businesses and to comply with all

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Environmental Laws, and (iii) the operations of the Company and each of its Subsidiaries are in compliance in all material respects with Environmental Laws.

(u) Real Property .

• (i) (A) Neither the Company nor its Subsidiaries, as applicable, own any real or immovable property, and (B) there are no outstanding options or rights of first refusal to purchase any real or immovable property, or any portion thereof or interest therein.

• (ii) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) each lease or sublease for real or immovable property leased or subleased by the Company or any of its Subsidiaries (the “ Leased Properties ”) is valid, legally binding, enforceable and in full force and effect, (B) none of the Company or any of its Subsidiaries is in breach of, or default under, such lease or sublease, and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default by the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, and (C) to the knowledge of the Company, no third party has repudiated or has the right to terminate or repudiate any such lease or sublease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof.

• (v) Personal Property . The Company and its Subsidiaries have valid, good and marketable title to all personal property owned by them, except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

(w)

Intellectual Property .

• (i) The Company and/or its Subsidiaries own, free and clear of any and all Liens other than Permitted Liens with respect to such owned Intellectual Property, or possess, or have a license to or otherwise have the right to use, all Intellectual Property which is material and necessary for the conduct of its business as presently conducted (the “ Company Intellectual Property ”).

• (ii) The Intellectual Property owned by the Company and/or its Subsidiaries are valid and enforceable. The Company Disclosure Letter sets forth a complete list of all registrations, and applications for registration, of Intellectual Property owned by the Company and/or its Subsidiaries, and all such applications and registrations are valid, in good administrative standing, and maintained and renewed in the name of the Company or its Subsidiaries, as applicable. The Company and/or its Subsidiaries has not taken any action or omitted to take any action that would prejudice the validity or enforceability of any Intellectual Property owned by the Company and/or its Subsidiaries.

• (iii) The Company and/or its Subsidiaries have the exclusive right to use all of the Intellectual Property owned by them, except for non-exclusive rights granted to other Persons under written and enforceable licenses.

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• (iv) Neither the operation of the businesses by the Company and its Subsidiaries, nor the use of the Intellectual Property owned by them, whether alone or in combination with other Intellectual Property licensed by the Company and/or its Subsidiaries, materially infringe, misappropriate, or otherwise violate the Intellectual Property or other proprietary rights of any Person.

• (v) To the knowledge of the Company, no third party is infringing upon the Intellectual Property owned by the Company and/or its Subsidiaries.

• (vi) Except as disclosed in the Company Disclosure Letter, the Company and/or its Subsidiaries have no obligation to pay royalties, license fees, or other amounts or pay any other consideration to any Person by reason of ownership, use, exploitation, practice, sale or disposition of any Intellectual Property relating to its business as presently conducted, excluding any amounts payable for any common off-the-shelve software licensed by the Company and/or its Subsidiaries.

• (vii) All Intellectual Property owned by the Company or its Subsidiaries was created or developed by an employee in the course of his or her employment, or by contractors or consultants under the provisions of written agreements pursuant to which such employee or contractor assign to the Company or the Subsidiary, as applicable, all rights, title, and interests in and to such Intellectual Property and waive all moral rights such employee or contractor may have in and to such Intellectual Property.

• (viii) The transactions contemplated by this Agreement will not affect the rights of the Company and its Subsidiaries in the Intellectual Property owned by them, trigger any additional obligations or liabilities of the Company and its Subsidiaries, or otherwise detract from or adversely impact the full right and authority of the Company and its Subsidiaries to commercialize the Intellectual Property owned by the Company and its Subsidiaries without violating the rights of any third party.

• (x) Privacy .

• (i) Except as disclosed in the Company Disclosure Letter, the Company and its Subsidiaries have been, and continue to be, in material compliance in all respects with: (A) all applicable Privacy Laws, including those relating to cross-border transfers; (B) all applicable contractual obligations concerning data privacy and security relating to Personal Information in the possession or control of the Company and its Subsidiaries or maintained by third parties having access to such information under contracts (or portions thereof) to which the Company or any of its Subsidiaries is a party; (C) all applicable data transfer agreements and data processing agreements, to which the Company or any of its Subsidiaries is a party; and (D) the requirements of any privacy or security-related self-regulatory organizations or certifications to which any the Company or any of its Subsidiaries are subject (collectively, “ Privacy Agreements ”).

• (ii) Except as disclosed in the Company Disclosure Letter, the Company and its Subsidiaries are in material compliance with all applicable prior and current internal and public-facing privacy policies and notices of such entities regarding their Processing of Personal Information (collectively, the “ Privacy Policies ”).

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• (iii) Subject to compliance by the Purchaser with applicable Privacy Law requirements, including but not limited to those pertaining to transparency and consent, there are no restrictions on the Processing of Personal Information by the Company and its Subsidiaries including under Privacy Laws, the Privacy Agreements and the Privacy Policies, that could prevent: (A) the Purchaser from continuing the business of the Company in the Ordinary Course after Closing; or (B) the consummation by the Purchaser of the Arrangement or the other transactions contemplated by this Agreement.

• (iv) Except as disclosed in the Company Disclosure Letter, neither the Company nor its Subsidiaries have received any, nor are there any pending, written complaints, claims, demands, inquiries, proceedings, or other notices, including any notices of any investigation or other legal proceedings, regarding the Company or its Subsidiaries, initiated by: (A) any Person; (B) any Governmental Entity, including the Office of the Privacy Commissioner of Canada or similar official, the Canadian Radio-television and Telecommunications Commission or other similar supervisory authority; or (C) any self-regulatory authority or entity, alleging that any activity of the Company or its Subsidiaries: (1) is in violation of any applicable Privacy Laws or CASL; (2) is in violation of any Privacy Agreements; (3) is in violation of any Privacy Policies; (4) is otherwise in violation of any person’s privacy, personal or confidentiality rights; or (5) otherwise constitutes an unfair, deceptive, or misleading trade practice.

• (v) Except as disclosed in the Company Disclosure Letter, there has been no actual or suspected Data Breach in respect of the Company or its Subsidiaries.

• (y) Anti-spam . The Company and its Subsidiaries have: (i) complied in all material respects at all times with CASL in connection with the sending of all commercial electronic messages, and in connection with the installation of computer programs on the computer systems of third parties; (ii) maintained and continue to maintain records that are sufficient to demonstrate their compliance with CASL; and (iii) have entered into agreements with all third parties that, on the Company’s or any of its Subsidiaries’ behalf, send commercial electronic messages, collect electronic addresses or install computer programs on the computer systems of other third parties, which agreements require such third parties to comply with CASL.

• (z) Security and Information Technology .

• (i) The Company and its Subsidiaries each have in place, maintain, and comply with, a comprehensive written information security program (“ Security Program ”) that: (A) complies with all applicable Privacy Laws, standard industry practices, applicable Privacy Policies, any written statements made by the Company and its Subsidiaries regarding their respective information security practices, and applicable Privacy Agreements; and (B) includes and incorporates administrative, technical, organization, and physical security measures that are reasonable, necessary and appropriate to preserve the security, integrity and confidentiality of all Personal Information and any other sensitive or confidential information or data related to the Company and its Subsidiaries (collectively, “ Company Sensitive Information ”) in the Company’s or its Subsidiaries’ possession or control and to protect such Company Sensitive Information against unauthorized or unlawful

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Processing, access, acquisition, use, theft, interruption, modification, disclosure, loss, destruction or damage.

• (ii) All information systems used by or on behalf of the Company or its Subsidiaries, including hardware, software, databases, firmware, telecommunications and related cabling, wiring and peripherals (collectively, “ IT Systems ”) are: (A) in good working order and condition; (B) have been used and maintained in all material respects in accordance with their documentation, licenses, manufacturer requirements and applicable insurance policies; (C) fulfill the purposes for which they were acquired or developed; (D) have security, back-ups and disaster recovery arrangements in place; and (E) have in place hardware and software support, maintenance and trained personnel, that are sufficient in all material respects for the current and anticipated future needs of the Company and the Subsidiaries. Except as disclosed in the Company Disclosure Letter, neither the Company nor its Subsidiaries have experienced any material IT Systems outages or losses of data and has not experienced any material defects in design, workmanship or material with respect to the IT Systems. Except as disclosed in the Company Disclosure Letter, no part of the IT Systems has been inoperative or prone to material malfunctions or errors, the result of which has had (or is having) a Company Material Adverse Effect.

• (aa)

Title to the Assets .

• (i) Except in connection with the Arrangement, no Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the material assets owned by the Company and its Subsidiaries, or any part thereof or interest therein.

• (ii) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, no part of the Leased Properties has been taken, condemned or expropriated by any Governmental Entity nor has any written notice or proceeding in respect thereof been given or commenced nor, to the knowledge of the Company, does any Person have any intent or proposal to give such notice or commence any such proceedings.

(bb) Material Contracts .

• (i) Except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company or a Subsidiary as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, (ii) none of the Company or its Subsidiaries is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default, and (iii) as of the date hereof, none of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any breach, default, cancelation, termination, or no renewal under any Material Contract by any other party to any Material Contract. The Company Disclosure

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Letter sets out a complete and accurate list of all Material Contracts as of the date hereof. As of September 8, 2020 no Material Contract that has been disclosed in the Data Room has, since such disclosure, been modified, rescinded or terminated, except in the Ordinary Course.

• (ii) The Company is in compliance with its covenants under the Credit Agreement and no event of default has occurred thereunder, and the balance sheet of the Company reflects a positive balance in respect of the net assets of the Company and its Subsidiaries.

• (cc) .[4]

• (i)

• (ii)

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• (dd) Insurance. Each of the Company and its Subsidiaries is, and has been continuously since January 1, 2018, insured by reputable and financially responsible insurers and the insurance policies are appropriate to the business of the Company in such amounts and against such risks as are customarily carried and insured against by prudent owners of comparable business. The insurance policies of the Company and its Subsidiaries are in all material respects in full force and effect in accordance with their terms.

• (ee) Licences . Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Authorizations which are necessary for the Company and its Subsidiaries to own its assets or conduct its business as presently owned or conducted have been obtained and are in full force and effect in accordance with their terms, (ii) the Company and its Subsidiaries have performed the obligations required to be performed by it to date under all such Authorizations, (iii) the Company and its Subsidiaries are not in breach of or default under any such Authorizations, (iv) the Company and its Subsidiaries have not received written, or to the knowledge of Company, other notice, of any alleged breach of or alleged default under any such Authorizations or of any intention of any Governmental Entity to revoke or not renew any such Authorizations, and (v) no proceedings are pending, or, to the knowledge of Company, threatened, which could reasonably be expected to result in the revocation of such Authorizations.

• (ff) Related Party Transactions . The Company or any of its Subsidiaries is not indebted to any director, officer, employee or agent of, or independent contractor to, the Company and its Subsidiaries or any of its respective affiliates or associates (except for amounts due in the Ordinary Course as salaries, bonuses and director’s fees or the reimbursement of Ordinary Course expenses). There are no Contracts (other than employment arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on

4 Representation and warranty redacted.

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behalf or for the benefit of, any shareholder, officer or director of the Company or any of its Subsidiaries, or any of their respective affiliates or associates.

• (gg) Brokers . Except as set forth in the Company Disclosure Letter, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company in connection with the Arrangement. The Company has made full disclosure to Purchaser of all fees to be paid to Raymond James Ltd. under the terms of the agreements with the Company.

• (hh) No “Collateral Benefit” . To the knowledge of the Company, no related party of the Company (within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Company Shares, except for related parties who will not receive a “collateral benefit” (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement, other than as disclosed in the Company Disclosure Letter.

• (ii) Competition Act . Neither the aggregate value of the assets in Canada of the Company and its Affiliates (within the meaning of the Competition Act) nor the gross revenues from sales in, from or into Canada of the Company and its Affiliates (within the meaning of the Competition Act), as determined in the manner prescribed in the Competition Act (including the Notifiable Transactions Regulations thereunder), as amended, exceed, in either case, $200,000,000.

• (jj) Investment Canada Act - Cultural Business . None of the Company or any of its Subsidiaries carry on a cultural business (as such term is defined in the Investment Canada Act) in Canada.

SCHEDULE D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

• (a) Organization and Qualification . The Purchaser is a corporation duly incorporated and validly existing under the Laws of the Province of British Columbia. The Parent is a public limited company incorporated and validly existing under the Laws of England and Wales and has the corporate power and authority to own and operate its assets and conduct its business as now owned and conducted. Each of the Purchaser and the Parent is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed, registered or in good standing would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s or the Parent’s ability to consummate the Arrangement.

• (b) Corporate Authorization . Each of the Purchaser and the Parent has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the each of the Purchaser and the Parent of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser and the Parent, as applicable, and no other corporate proceedings on the part of the Purchaser or the Parent are necessary to authorize this Agreement or the consummation of the Arrangement.

• (c) Execution and Binding Obligation . This Agreement has been duly executed and delivered by each of the Purchaser and the Parent, and constitutes a legal, valid and binding agreement of each of the Purchaser and the Parent enforceable against it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

• (d) Governmental Authorization . The execution, delivery and performance by each of the Purchaser and the Parent of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Director under the OBCA; (iv) any actions or filings with the Securities Authorities and the London Stock Exchange; and (v) any consents, waivers, approvals, actions or filings or notifications, the absence of which would not be reasonably expected to materially impede or delay the ability of the Purchaser to consummate the Arrangement.

• (e) Non-Contravention . The execution, delivery and performance by each of the Purchaser and the Parent of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

• (i) contravene, conflict with, or result in any violation or breach of any of the articles, by-laws or other constating documents of the Purchaser or the Parent;

• (ii) assuming compliance with the matters referred to in paragraph (d) above, contravene, conflict with or result in a violation or breach of any Law applicable to the Purchaser or the Parent; or

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• (iii) allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Purchaser, the Parent or any of their Subsidiaries is entitled (including by triggering any rights of first refusal or first offer or other restrictions or limitations) under any material contract;

with such exceptions, in the case of each of clauses (ii) and (iii) as would not be reasonably expected to have, individually or in the aggregate, a material adverse effect on the Purchaser’s or the Parent’s ability to consummate the Arrangement.

• (f) Security Ownership . Neither the Purchaser nor the Parent beneficially owns any securities of the Company.

• (g) Litigation . As of the date of this Agreement, there are no Actions pending, or, to the knowledge of the Purchaser, threatened, against the Purchaser or the Parent or any of their Subsidiaries or affecting any of their respective properties or assets that, if determined adverse to the interests of the Purchaser or the Parent or their Subsidiaries, would have, or be reasonably expected to have a material adverse effect on the Purchaser’s or the Parent’s ability to consummate the Arrangement.

• (h) Sufficient Funds . The Purchaser has made adequate arrangements to ensure sufficient cash will be available to satisfy the aggregate Consideration in accordance with the terms of the Plan of Arrangement.

• (i) Competition Act . Neither the aggregate value of the assets in Canada of the Purchaser and its Affiliates (within the meaning of the Competition Act) nor the gross revenues from sales in, from or into Canada of the Purchaser and its Affiliates (within the meaning of the Competition Act), as determined in the manner prescribed in the Competition Act (including the Notifiable Transactions Regulations thereunder), as amended, exceed, in either case, $200,000,000.