Q4 Inc. — M&A Activity 2023

Nov 20, 2023

VOTING SUPPORT AGREEMENT

THIS AGREEMENT dated as of November 13, 2023.

BETWEEN:

[•],

an individual residing in [•], (hereinafter called the “ Securityholder ”),

AND

SEP FORGE BIDCO INC.

a corporation existing under the laws of the Province of Ontario, (hereinafter called the “ Purchaser ”).

WHEREAS:

• A. The Securityholder understands that the Purchaser and Q4 Inc. (the " Company ") propose to enter into an arrangement agreement on the date hereof (as may be amended from time to time, the " Arrangement Agreement ") providing for, among other things, the acquisition of all of the issued and outstanding common shares of the Company (the " Shares ") by the Purchaser by way of a plan of arrangement (the " Arrangement ") under Section 182 of the Business Corporations Act (Ontario);

• B. The Securityholder is the registered and/or beneficial owner, directly or indirectly, of, and/or has voting control or direction over the Subject Securities (as defined below);

• C. The Securityholder has entered into a Rollover Agreement with the Purchaser concurrently with the entering into of this Agreement;

• D. The Securityholder understands and acknowledges that the Purchaser is entering into the Arrangement Agreement in reliance upon the Securityholder's execution and delivery of this Agreement and the terms contained herein and, in consideration for the Purchaser entering into the Arrangement Agreement, the Securityholder hereby agrees to be bound by the terms set forth in this Agreement, which sets out the terms and conditions upon which the Securityholder has agreed, among other things, to support the Arrangement and to cause the Securityholder's Subject Securities to be voted in favour of the Arrangement; and

• E. The Securityholder is agreeing to support the Arrangement in reliance upon the Purchaser's execution and delivery of this Agreement and the terms contained herein and, in consideration for the Securityholder agreeing to support the Arrangement, the Purchaser hereby agrees to be bound by the terms set forth in this Agreement.

NOW THEREFORE, in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:

Section 1 DEFINITIONS

Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in the Arrangement Agreement. In this Agreement, including the recitals, the following terms have the following meanings:

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• (a) “ affiliate ” has the meaning ascribed thereto in the Arrangement Agreement;

• (b) " Agreement " means this voting support agreement;

• (c) " Approved Discussions " has the meaning ascribed thereto in Section 3;

• (d) " Approved Discussions Certificate " has the meaning ascribed thereto in Section 3;

• (e) " Arrangement " has the meaning ascribed thereto in the recitals of this Agreement;

• (f) " Arrangement Agreement " has the meaning ascribed thereto in the recitals of this Agreement;

• (g) " Permitted Information Request " has the meaning ascribed thereto in Section 3.

• (h) “ Prohibited Matters ” has the meaning ascribed thereto in Section 2(1)(b);

• (i) " Purchaser " has the meaning ascribed thereto in the recitals of this Agreement;

• (j) " Qualified Acquisition Proposal " has the meaning ascribed thereto in Section 3.

• (k) " Securityholder " means the securityholder, director or officer of the Company named on the signature page hereof;

• (l) " Shares " has the meaning ascribed thereto in the recitals of this Agreement; and

• (m) " Subject Securities " means (i) the number of Shares, (ii) the number of Options, (iii) the number of DSUs, (iv) the number of PSUs, and (v) the number of RSUs listed on Schedule A hereto and any such securities of the Company acquired by the Securityholder or any of the Securityholder's affiliates subsequent to the date hereof as well as any shares or other securities into or for which the Securityholder's securities may be converted, exchanged or otherwise changed, including, without limitation, securities received or to be received pursuant to any arrangement, reorganization, merger, amalgamation or other transaction involving the Company or any Subsidiary of the Company or any securities of the Company acquired by the Securityholder or any of the Securityholder's affiliates subsequent to the date hereof.

• (n) " Transfer " has the meaning ascribed thereto in Section 2(3).

Section 2 COVENANTS OF THE SECURITYHOLDER

The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the Effective Date until the termination of this Agreement in accordance with Section 7:

• (1) at any meeting of securityholders of the Company called to vote upon the Arrangement, the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement, the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement is sought, the Securityholder shall cause all Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all such Subject Securities:

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• (a) in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement; and

• (b) against (i) any Acquisition Proposal, and (ii) any matter, action, proposal, transaction or agreement that would reasonably be expected to in any material respect impede, interfere with, delay, discourage, adversely affect or inhibit the timely consummation of the Arrangement and any of the transactions contemplated by the Arrangement Agreement (the “ Prohibited Matters ”). For greater certainty, a Superior Proposal for which there has been a Change in Recommendation is not a Prohibited Matter.

• (2) the Securityholder hereby revokes and will take all steps necessary to effect the revocation of any and all previous proxies granted or voting instruction forms or other voting documents delivered that may conflict or be inconsistent with the matters set forth in this Agreement;

• (3) the Securityholder agrees not to directly or indirectly (i) sell, transfer, assign, grant a participation interest in, option, pledge, hypothecate, grant a security interest in or otherwise convey or encumber (each, a “ Transfer ”), or enter into any agreement, option or other arrangement with respect to the Transfer of, any of the Subject Securities to any person, other than pursuant to the Rollover Agreement, or (ii) grant any proxies or power of attorney, deposit any of the Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to the Subject Securities, other than pursuant to this Agreement; provided that, notwithstanding clause (i) above, the Securityholder may, subject to Section 9(6) of this Agreement, transfer Subject Securities to a corporation, family trust, RRSP or other entity directly or indirectly owned or controlled by the Securityholder or under common control with or controlling the Securityholder provided that (A) such transfer shall not relieve or release the Securityholder of or from its obligations under this Agreement, including, without limitation, the obligation of the Securityholder to vote or cause to be voted all Subject Securities at the Meeting in favour of the Arrangement Resolution (and any other resolution put forward at the Meeting that is required for the consummation of the transactions contemplated by the Arrangement Agreement), (B) prompt written notice of such transfer is provided to the Purchaser, (C) the transferee continues to be a corporation or other entity directly or indirectly under common control with or controlling the Securityholder, or owned or controlled by the Securityholder, at all times prior to the Meeting, and (D) the transferee agrees to be bound by the terms of this Agreement as if it were a party hereto;

• (4) the Securityholder shall not exercise any rights of appraisal or rights of dissent, as applicable, from the Arrangement or the transactions contemplated by the Arrangement Agreement;

• (5) following the expiry of the Go-Shop Period, the Securityholder shall not knowingly or intentionally solicit, initiate or encourage inquiries, submissions, proposals or offers from any other person relating to: (A) any Acquisition Proposal; or (B) except as provided by the terms of this Agreement, the direct or indirect acquisition or disposition of all or any of the Subject Securities;

• (6) the Securityholder hereby agrees to deposit a proxy or voting instruction form, as the case may be, duly completed and executed in respect of all of the Subject Securities eligible to vote on any matter as soon as practicable following the mailing of the Circular and in any event at least 10 days prior to the Meeting. Such proxy or voting instruction form shall appoint as proxyholder(s), the individual(s) designated by the Company in the Circular, and vote all such Subject Securities as required by Section 2(1). The Securityholder hereby agrees that neither it nor any person on its behalf will take any action to withdraw, amend or invalidate any proxy

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or voting instruction form deposited by the Securityholder pursuant to this Agreement, unless this Agreement has at such time been previously terminated; and

• (7) if the Securityholder acquires any additional Subject Securities, the Securityholder covenants to notify the Purchaser of each such acquisition and agrees and acknowledges that such additional securities shall be deemed to be Subject Securities for purposes of this Agreement.

Section 3 LIMITED RESPONSE TO ACQUISITION PROPOSAL

Notwithstanding anything to the contrary in this Agreement, if the Company provides the Securityholder and the Purchaser with a certificate (which certificate shall be delivered to the Securityholder and the Purchaser concurrently) executed by the Chair of the Special Committee (the “ Approved Discussions Certificate ”), in their capacity as such and not in their personal capacity and without personal liability, stating that (A) the Board, after consultation with its financial advisor and legal counsel, determines that an Acquisition Proposal constitutes, or could reasonably be expected to constitute or lead to, a Superior Proposal (a “ Qualified Acquisition Proposal ”), (B) the Board is permitted by Article 5 of the Arrangement Agreement to engage or participate in discussions and negotiations with the Securityholder regarding the Qualified Acquisition Proposal, and (C) the Qualified Acquisition Proposal does not contemplate any equity financing or debt financing from the Securityholder (other than a rollover or reinvestment of any Subject Securities or the proceeds thereof, as applicable), then the Securityholder shall be entitled to (x) deliver to the Board a request to receive information relating solely to the Qualified Acquisition Proposal, including (1) any related financing terms, (2) any terms which would require the consent or agreement of the Securityholder in connection with the Qualified Acquisition Proposal (including, if applicable, terms of a proposed voting support agreement and rollover or reinvestment agreement, if any, that the Person under such Qualified Acquisition Proposal has proposed), and a description of the expectations (if any) with respect to the Securityholder and the other securityholders, including the rollover or reinvestment required or permitted by the Securityholder and, if applicable, the proposed governance terms related thereto, and, if applicable, the terms of future employment or other role of the Securityholder (or its beneficial owner) with the Company or its successor resulting from completion of the transactions contemplated by the Qualified Acquisition Proposal and (3) the views of the Board and the Special Committee with respect thereto, including the views of their respective legal and financial advisors (the “ Permitted Information Request ”), (y) receive a written response to a Permitted Information Request, which response shall, for greater certainty, to the extent that it relates to information referred to in clauses (1) or (2) of this Section 3, constitute material documents, correspondence or other material required to be provided to the Purchaser pursuant to Section 5.3 of the Arrangement Agreement, and (z) engage or participate in discussions and negotiations with the Board and the Special Committee and their respective Representatives, the other securityholders, and the Securityholder’s and the other securityholders’ respective Representatives with respect to the foregoing, in each case, for the sole purpose of informing the Board and/or the Special Committee, as applicable, as to whether the Securityholder, in its capacity as a shareholder, would be likely to support and vote in favour of such Qualified Acquisition Proposal, enter into agreements in respect of the Acquisition Proposal, including, for greater certainty, agreements relating to voting support and rollover or reinvestment of any Subject Securities or the proceeds thereof, and related governance matters and employment terms, if the Board were to determine that such Acquisition Proposal is a Superior Proposal (the discussions and negotiations contemplated by this clause (z), “ Approved Discussions ”); provided that Approved Discussions may only occur if (i) the Qualified Acquisition Proposal did not result from a material breach by the Securityholder of any of the provisions of this Agreement, and (ii) the Company has complied with its notification obligations to the Purchaser pursuant to Sections 5.2 and 5.5 of the Arrangement Agreement. For the avoidance of doubt, (i) the Company may provide the Securityholder and the Purchaser with an Approved Discussions Certificate on more than one occasion upon any amendment to the terms of any Qualified Acquisition Proposal or receipt of another Qualified Acquisition Proposal and (ii) the Company shall provide copies of drafts of any agreements in respect

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of the Acquisition Proposal provided to the Securityholder or its Representatives, including, for greater certainty, agreements relating to voting support and rollover or reinvestment of any Subject Securities or the proceeds thereof, and related governance matters and employment terms, and prior to the termination of this Agreement, the Securityholder shall not enter into any definitive agreements, letter of intent or similar definitive documents related thereto.

Section 4 REPRESENTATIONS AND WARRANTIES OF THE SECURITYHOLDER

The Securityholder represents and warrants as follows and acknowledges that the Purchaser is relying upon these representations and warranties in connection with the entering into this Agreement:

• (1) where the Securityholder is not an individual, it is duly formed and validly existing under the laws of its jurisdiction of formation and has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder. Where the Securityholder is an individual, he or she has the power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder;

• (2) as of the date hereof, the Subject Securities set forth on Schedule A are the only Shares, Options, DSUs, PSUs, RSUs and other securities exercisable or convertible into or exchangeable for Shares of the Company owned by the Securityholder and its Affiliates, free and clear of all Liens;

• (3) this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding obligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

• (4) the execution and delivery by the Securityholder of this Agreement or the performance of its obligations hereunder will not result in a breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default): (i) any agreement or instrument to which the Securityholder is a party, or (ii) any applicable law or any judgment, decree, order or award of any Governmental Entity;

• (5) to the best of its knowledge, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against the Securityholder or any of its properties that, individually or in the aggregate, could reasonably be expected to have a material and adverse effect on the Securityholder’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement;

• (6) the Securityholder has the sole and exclusive right to enter into this Agreement and to vote the Subject Securities as contemplated by this Agreement. None of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind. Except pursuant to this Agreement and the Rollover Agreement, no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, requiring the Securityholder to Transfer any Subject Securities or any interest therein.

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Section 5 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants as follows and acknowledges that the Securityholder is relying upon these representations and warranties in connection with the entering into of this Agreement:

• (1) the Purchaser is duly formed and validly existing under the laws of its jurisdiction of formation and has the requisite corporate power and capacity and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder;

• (2) this Agreement has been duly executed and delivered by the Purchaser and, assuming capacity, execution and delivery by the Securityholder, constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;

• (3) the execution and delivery by the Purchaser of this Agreement or the performance of its obligations hereunder will not result in a breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default): (i) any agreement or instrument to which the Purchaser is a party, or (ii) any applicable law or any judgment, decree, order or award of any Governmental Entity, except in each case as would not reasonably be expected, either individually or in the aggregate, to materially impair the ability of the Purchaser to perform its obligations hereunder;

• (4) to the best of its knowledge, there is no proceeding, claim or investigation pending before any Governmental Entity, or threatened against the Purchaser or any of its properties that, individually or in the aggregate, could reasonably be expected to have a material and adverse effect on the Purchaser’s ability to execute and deliver this Agreement and to perform its obligations contemplated by this Agreement; and

• (5) as of the date hereof, the Purchaser has no reason to believe that the Financing will not be available to the Purchaser at the Effective Time and that the net proceeds contemplated by the Financing Commitments will, in the aggregate, be sufficient to enable the Purchaser to fund the aggregate consideration payable by the Purchaser pursuant to the Arrangement in accordance with the terms of the Arrangement Agreement and the Plan of Arrangement and to make payments in respect of any fees and expenses required to be paid in connection with the Arrangement Agreement, the Plan of Arrangement and the Financing Commitments.

Section 6 COVENANTS OF THE PURCHASER

The Purchaser agrees to comply with its obligations under the Arrangement Agreement. The Purchaser hereby agrees and confirms to the Securityholder that it shall take all steps required of it under the Arrangement Agreement, including to consummate the Arrangement and to cause the consideration to be made available to pay for the Subject Securities, in each case in accordance with and subject to the terms and conditions of the Rollover Agreement, the Arrangement Agreement and the Plan of Arrangement, as applicable.

Section 7 TERMINATION

• (1) This Agreement may (or in the case of Section 7(1)(e), shall) be terminated:

• (a) by mutual consent of the Purchaser and the Securityholder;

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• (b) by the Securityholder, when not in material default of its performance of its obligations under this Agreement that has not been remedied or cured within five Business Days of written notice of such default upon delivery of written notice of termination to the Purchaser, and without prejudice to any of its rights hereunder and in its sole discretion, if: (i) if any of the representations and warranties of the Purchaser in this Agreement or the Rollover Agreement shall not be true and correct in all material respects or (ii) if the Purchaser shall not have complied with its covenants to the Securityholder contained in this Agreement or the Rollover Agreement in all material respects;

• (c) by the Purchaser, when not in material default of its performance of its obligations under this Agreement that has not been remedied or cured within five Business Days of written notice of such default, upon delivery of written notice of termination to the Securityholder, and without prejudice to any of its rights hereunder and in its sole discretion, if: (i) any of the representations and warranties of the Securityholder in this Agreement or the Rollover Agreement shall not be true and correct in all material respects or (ii) the Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement or the Rollover Agreement in all material respects;

• (d) by the Securityholder if the Purchaser and the Company amend the Arrangement Agreement, without prior written consent of the Securityholder, in a manner that results in a reduction or a variation in the form of, or any other modification delaying the payment of, the Consideration payable, or that is materially adverse to the Securityholder; or

• (e) automatically upon the earliest of: (i) the occurrence of the Effective Time, (ii) 12 months from the date hereof, and (iii) the termination of the Arrangement Agreement or the Rollover Agreement in accordance with their respective terms.

• (2) Upon termination of this Agreement pursuant to Section 7(1), this Agreement shall be of no further force or effect, there shall be no liability on the part of any party and the Securityholder shall be entitled to withdraw any form of proxy or power of attorney which it may have given with respect of the Subject Securities. Notwithstanding anything else contained herein, such termination shall not relieve any party from liability for any breach of this Agreement by the party prior to such termination.

Section 8 DISCLOSURE

The Securityholder hereby consents to the details of this Agreement being publicly disclosed, including in any press release, early warning report or other disclosure document filed by the Company or the Purchaser on SEDAR+ in accordance with applicable securities laws to the extent required thereunder. Except as contemplated by the immediately preceding sentence and as otherwise required by applicable law or by any Governmental Entity or in accordance with the requirements of any stock exchange, no party shall make any public announcement or statement with respect to this Agreement without the approval of the other, which shall not be unreasonably withheld or delayed. A copy of this Agreement shall be provided to the Company.

Section 9 GENERAL

• (1) If the Securityholder or any of its securityholders, directors, officers or affiliates is an officer or director of the Company, nothing herein shall restrict, affect or limit any actions such Person may take in his or her capacity as an officer or director of the Company or limit or restrict in

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any way the exercise of such Person’s fiduciary duties as an officer or director of the Company including, without limitation, responding in such Person’s capacity as an officer or director of the Company to an Acquisition Proposal in accordance, and subject to compliance, with the terms and conditions of the Arrangement Agreement, or taking any action that is otherwise permitted by, or done in compliance with, the Arrangement Agreement, in his or her capacity as a director or officer of the Company. The Purchaser hereby acknowledges and agrees that the Securityholder is executing this Agreement solely in the Securityholder’s capacity as a securityholder of the Company and is not making any agreement or understanding herein in any capacity other than in its capacity as a securityholder of the Company.

• (2) Nothing contained in this Agreement shall be deemed to vest in the Purchaser any direct or indirect ownership or incidence of ownership of or with respect to the Subject Securities. All rights and all ownership and economic benefits of and relating to the Subject Securities shall remain vested in and belong to the Securityholder, and nothing herein shall, or shall be construed to, grant the Purchaser any power, sole or shared, to direct or control the voting or disposition of any such Subject Securities.

• (3) Each of the parties hereto shall, from time-to-time hereafter and upon any reasonable request of the other, promptly do, execute, deliver or cause to be done, executed and delivered, all further acts, documents and things as may be required or necessary for the purposes of giving effect to this Agreement.

• (4) Time is of the essence in this Agreement.

• (5) This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference constitutes the entire agreement and understanding 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.

• (6) This Agreement shall be binding upon and shall enure to the benefit of and be enforceable by each of the parties hereto and their respective successors and permitted assigns, provided that neither party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement without the prior written consent of the other party hereto, except that the Securityholder may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement in order to give effect to a transfer contemplated by Section 2(3) of this Agreement.

• (7) This Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each of the parties irrevocably and unconditionally (i) submits to the non-exclusive jurisdiction of the courts of the Province of Ontario situated in the City of Toronto over any action or proceeding arising out of or relating to this Agreement, (ii) waives any objection that it might otherwise be entitled to assert to the jurisdiction of such courts, and (iii) agrees not to assert that such courts are not a convenient forum for the determination of any such action or proceeding.

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• (8) Each of the parties hereto agrees with the others that (i) money damages would not be a sufficient remedy for any breach of this Agreement by any of the parties, (ii) in addition to any other remedies at law or in equity that a party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement, and (iii) any party that is a defendant or respondent shall waive any requirement for the securing or posting of any bond in connection with such remedy.

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

• (a) to the Securityholder at:

[•]

with copies (which shall not constitute notice) to:

Blake Cassels & Graydon LLP 199 Bay Street, Suite 4000 Toronto, ON M5L1A9 Attention: Alex Moore / Jacob Gofman email: alex.moore@blakes.com / jacob.gofman@blakes.com

• (b) to the Purchaser at:

SEP Forge BidCo Inc. 2020 Pioneer Ct San Mateo, CA United States 94403

Attention: Mark Haller / Jack McCabe email: [Redacted – Personal Information]

with copies (which shall not constitute notice) to:

Stikeman Elliott LLP Suite 1700, Park Place 666 Burrard Street Vancouver, BC V6C 2X8

Attention: Michael G. Urbani email: murbani@stikeman.com

and

Gibson, Dunn & Crutcher LLP 555 Mission Street, San Francisco, CA 94105-0921

Attention: Lilit Voskanyan email: LVoskanyan@gibsondunn.com

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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 email, on the Business Day following the date of confirmation of transmission by the originating email. 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.

• (10) If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not irremediably affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled according to their original tenor to the extent possible.

• (11) No amendment or waiver of any provision of this Agreement shall be binding on any party unless consented to in writing by such party. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver of any provision of this Agreement constitute a continuing waiver unless otherwise expressly provided.

• (12) Each of the parties shall pay its out of pocket and other expenses incurred in connection with the preparation, execution and delivery of this Agreement and transactions contemplated hereby.

• (13) Each of the parties hereby acknowledges that it has been afforded the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that they have either done so or waived their right to do so in connection with the entering into of this Agreement.

• (14) 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 no person, other than the parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

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

[Signature page follows.]

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

[•]

SEP FORGE BIDCO INC.

By:

Authorized Signatory

[Signature page to Voting Support Agreement]

Schedule A

Ownership of Subject Securities

Shares beneficially owned or over which control or direction is exercised:	[•] in total, held as follows:
Registered holder (if different than beneficial owner):
Other securities beneficially owned or over which control or direction is exercised that are exercisable or exchangeable for, or convertible into, Shares:

A-1