EXECUTION COPY

SHARE PURCHASE AGREEMENT

JULY 28, 2025

FOR THE PURCHASE OF THE SHARES OF

FORBES & MANHATTAN RESOURCES INC. and FORBES PARTICIPAÇÕES LTDA.

Page

ARTICLE 1 INTERPRETATION

1.1 Definitions ... 1
1.2 Certain Rules of Interpretation ... 14
1.3 Knowledge ... 15
1.4 Computation of Time ... 15
1.5 Performance on Business Days ... 15
1.6 Calculation of Interest ... 15
1.7 Currency and Payment ... 15
1.8 Accounting Terms ... 16
1.9 Schedules ... 16

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

2.1 Agreement to Purchase and Sell ... 16
2.2 Purchase Price and Purchase Price Allocation ... 16
2.3 Payment of Purchase Price ... 16
2.4 Closing Date Adjustments ... 18
2.5 Purchase Price Adjustment ... 20

ARTICLE 3 PRE-CLOSING MATTERS

3.1 Advance of Funds ... 20
3.2 Spinout Transaction ... 21

ARTICLE 4 CLOSING ARRANGEMENTS

4.1 Closing ... 21
4.2 Vendors’ Closing Deliveries ... 21
4.3 Purchaser’s Closing Deliveries ... 21

ARTICLE 5 CONDITIONS OF CLOSING

5.1 Conditions for the Benefit of the Purchaser ... 21
5.2 Conditions for the Benefit of the Vendors ... 26
5.3 Termination Events ... 27
5.4 Effect of Termination ... 27
5.5 Waiver of Conditions of Closing ... 27

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Vendors ... 28
6.2 Representations and Warranties of the Vendors ... 30
6.3 Representations and Warranties of the Purchaser ... 49
6.4 Survival of Representations, Warranties and Covenants of the Vendors and the Corporations. 51
6.5 Survival of the Representations, Warranties and Covenants of the Purchaser ... 52
6.6 Termination of Liability ... 52

ARTICLE 7 COVENANTS

7.1 Exclusive Dealings ... 53
7.2 Transfer of Documentation ... 53
7.3 Investigation ... 53
7.4 Conduct Prior to Closing ... 55

7.5 Notification of Certain Matters...56
7.6 Regulatory Approvals...57
7.7 Preparation of Business Acquisition Report and Reserves Report...59
7.8 Non-Competition...59
7.9 Non-Solicitation and Non-Disparagement...60
7.10 Release...60
7.11 Improper Influence and Conflict of Interest...61

ARTICLE 8 TAX MATTERS...61
8.1 Preparation and Filing of Tax Returns...61
8.2 Books and Records Relating to Taxes...61
8.3 Notification Requirements...62
8.4 Vendors Indemnification...62
8.5 Allocation of Taxes for Straddle Periods...62
8.6 Purchaser’s Contest Rights...62
8.7 Vendors’ Contest Rights...63
8.8 Indemnification Procedures...63
8.9 Excessive Eligible Dividends...63
8.10 Excessive Capital Dividends...64

ARTICLE 9 INDEMNIFICATION...64
9.1 Definitions...64
9.2 Indemnification by the Vendors...65
9.3 Indemnification by the Vendors with Respect to Environmental Matters...65
9.4 Indemnification by the Purchaser...65
9.5 Limitations...66
9.6 Notice of Claim...66
9.7 Third Party Claims...67
9.8 Direct Claims...68
9.9 Waiver...69
9.10 Duty to Mitigate and Subrogation...69
9.11 Obligation to Reimburse...69
9.12 Exclusivity...70
9.13 Set-Off...70
9.14 Pro-Sandbagging...70
9.15 Trust and Agency...70
9.16 Joint and Several Liability...70
9.17 Specific Performance...70

ARTICLE 10 GENERAL...71
10.1 Confidentiality of Information...71
10.2 Public Announcements...71
10.3 Disclosure and Consultation...72
10.4 Expenses...72
10.5 Best Efforts...72
10.6 No Third Party Beneficiary...72
10.7 Entire Agreement...72
10.8 Non-Merger...73
10.9 Time of Essence...73
10.10 Amendment...73
10.11 Waiver of Rights...73

10.12 Jurisdiction...73
10.13 Governing Law...73
10.14 Notices...73
10.15 Assignment...75
10.16 Further Assurances...75
10.17 Severability...75
10.18 Successors...75
10.19 Counterparts...75
10.20 Independent Legal Advice; Construction...75
10.21 Representations and Warranties Relating to the F&M Group...3

SHARE PURCHASE AGREEMENT dated July 28, 2025,

BETWEEN:

FORBES & MANHATTAN LIMITED, a corporation existing under the laws of the Province of Ontario (“F&M Limited”) AND EACH OF THE SHAREHOLDERS LISTED in SCHEDULE A (collectively with F&M Limited, the “Vendors”)

and -

FORBES & MANHATTAN INC., a corporation existing under the laws of the Province of Ontario (the “Parent Guarantor”)

and -

QUESTERRE ENERGY CORPORATION, a corporation existing under the laws of the Province of Alberta (the “Purchaser”)

and -

FORBES & MANHATTAN RESOURCES INC., a corporation existing under the laws of the Province of Ontario (“F&M Resources”) and FORBES PARTICIPAÇÕES LTDA., a corporation existing under the laws of Brazil (“Forbes Brazil” and collectively with F&M Resources, the “Corporations”)

RECITALS:

A. The Vendors collectively own all of the shares of F&M Resources, and all of the issued and outstanding shares of Forbes Brazil.

B. The Vendors wish to sell and the Purchaser wishes to purchase all of the shares of the Corporations owned by the Vendors, subject to the prior completion of the Spinout Transaction.

THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1
INTERPRETATION

1.1 Definitions. In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

(1) “Accounts Receivable” means all accounts receivable, trade accounts receivable, notes receivable, book debts and other debts due or accruing due to the F&M Group, and the full benefit of any related security.

(2) “Additional Disclosure Schedule” means the additional disclosure attached as Schedule 1.1(2).

(3) “Action” means any action, lawsuit, complaint, claim, petition, suit, audit, examination, assessment, arbitration, mediation or inquiry, or any proceeding or investigation by or before any Governmental Authority.

(4) “Affiliate” means any Person which, directly or indirectly, controls, is controlled by or is under common control with another Person, and for the purpose of this definition, “control” (including the correlative meanings, “controlled by” or “under common control”) means the power to direct or cause the direction of the management and policies of any Person, whether through the ownership of voting securities, by contract or otherwise; provided that, prior to Closing, the Corporations and their Subsidiaries will be deemed not to be an Affiliate of any of the Purchaser or the Vendors, and after Closing will each be deemed to be an Affiliate of the Purchaser.

(5) “Agreement” means this share purchase agreement, including all Schedules to this share purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

(6) “Anti-Money Laundering laws” has the meaning attributed to that term in Section 6.2(24).

(7) “Applicable Law” means any foreign or domestic constitution, treaty, law, statute, code, ordinance, decree, rule, regulation, municipal by-law, judicial or arbitral or administrative or ministerial or departmental or regulatory judgment, regulatory policy, practice, guideline, order, decision, ruling or award or any provision of the foregoing or other requirement having the force of law (including Applicable Securities Laws), and a principle of common law, civil law or equity, binding on or affecting the Person referred to in the context in which such word is used and also includes, where appropriate, any interpretation of law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.

(8) “Applicable Securities Laws” means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder and the polices and rules of the Stock Exchanges.

(9) “Approvals” means franchises, licenses, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants notifications, privileges, rights, orders judgements, rulings, directives, Permits and other permits and approvals which is provided for or required in respect of or pursuant to any Contract, Insurance Policy, Permit or Applicable Law.

(10) “Appurtenances” means, with respect to any real property: (a) all buildings, structures, fixtures, improvements, building systems and appurtenances located on or forming part of that real property, including those under construction; and (b) all rights of way, licences, rights of occupation, easements or other similar rights appurtenant to and for the benefit of that real property.

(11) “Assets” means all of the assets (whether tangible or intangible), real and personal properties (including for certainty all of the rights of the F&M Group with respect to the PX Project and any Leased Properties), facilities, Permits, rights or other privileges (whether contractual or otherwise) of, and securities owned or leased by, the F&M Group.

(12) “Associate” has the meaning attributed to that term in the Business Corporations Act (Alberta).

(13) “Balance Sheet” means the balance sheet of the Corporations as at the Financial Statements Date contained in the Financial Statements of the Corporations for the financial year ended on that date.

(14) “Bonds” means the Forbes Resources Brazil Holding S.A. USD 80,000,000 Senior Secured Callable Bond Issue 2024/2028.

(15) “Bond Terms” between Forbes Resources Brazil Holdings S.A., Nordic Trustee, AS dated April 24, 2024, in respect of the Bonds.

(16) “Books and Records” means all books, records, files and papers of the F&M Group including title documentation, computer programs (including source codes and software programs), computer manuals, electronic data, financial and Tax working papers, financial and Tax books and records, business reports, business plans and projections, sales and advertising materials, sales and purchases records and correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel and employment records, minute and share certificate books, drawings, engineering information and all other documents and data (technical or otherwise) relating to the F&M Group, the Business or the Assets, and all copies and recordings of the foregoing including information stored electronically, digitally or on computer-related media.

(17) “Business” means the business carried on currently and prior to the date of this Agreement and the Closing Date by the F&M Group, including the operations of the PX Project.

(18) “Business Combination Agreement” means the Business Combination Agreement between Forbes & Manhattan Resources Inc. and Papaya Growth Opportunity Corp. I and F&M Meger Sub 1 Inc. dated April 21, 2025.

(19) “Business Day” means any day, except Saturdays and Sundays, on which banks are generally open for non-automated business:

(a) for purposes of Section 10.14, in the place specified in that Section; and
(b) for all other purposes in this Agreement, in Calgary, Alberta.

(20) “Claim” has the meaning attributed to that term in Section 9.1(1).

(21) “Closing” means the completion of the Transactions on the Closing Date in accordance with this Agreement.

(22) “Closing Certificates” has the meaning attributed to that term in Section 6.4(a).

(23) “Closing Date” means August 29, 2025, or such other date as may be agreed to by the Parties in writing.

(24) “Closing Financial Statements” has the meaning attributed to that term in Section 2.4(3)(a).

(25) “Closing Statements” has the meaning attributed to that term in Section 2.4(3).

(26) “Closing Working Capital” has the meaning attributed to that term in Section 2.4(3)(b).

(27) “Company Information Systems” has the meaning attributed to that term in Section 6.2(7)(n).

(28) “Confidentiality Agreement” means the confidentiality agreement dated July 4, 2025 between F&M Limited and the Purchaser.

(29) “Consideration Shares” has the meaning attributed to that term in Section 2.3.

(30) “Code” means the U.S. Internal Revenue Code of 1986.

(31) “Constating Documents” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling agreements and similar Contracts, arrangements and understandings applicable to the Person’s Equity Interests, all as amended, supplemented, restated and replaced from time to time.

(32) “Contaminant” means any substance, emission or thing, howsoever occurring, which has, or may have, an adverse effect on the environment, any ecological system or natural resource, the use or enjoyment of property, or human health or safety, and includes any “contaminant” or “pollutant”, any substance defined or regulated as “hazardous”, “toxic” or “dangerous” or any type of “waste”, in each case which is defined or regulated by any Applicable Law and includes, without limitation, petroleum hydrocarbons and fractions thereof, halogenated or chlorinated solvents, asbestos and asbestos-containing materials, and polychlorinated biphenyls.

(33) “Contract” means any agreement, contract, indenture, lease, occupancy agreement, deed of trust, licence, option, undertaking, promise or any other commitment or obligation, whether oral or written, express or implied, other than a Permit.

(34) “Convertible Notes” means the $8,000,000 principal amount of convertible notes of F&M Resources.

(35) “Corporations” has the meaning attributed to that term in the Recitals.

(36) “Corporations’ Auditors” means Ernst & Young LLP, Chartered Accountants.

(37) “CRA” means the Canada Revenue Agency or any successor agency.

(38) “Current Assets” means all cash and cash equivalents, accounts receivables, inventory and prepaid expenses and deposits, but excluding (i) the portion of any prepaid expense of which the Purchaser will not receive the benefit following Closing; (ii) deferred and future Tax assets; and (iii) receivables from any of the Corporations’ Affiliates, directors, employees, officers or shareholders and any of their respective Affiliates; determined in accordance with IFRS applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent financial year end as if such accounts were being prepared and audited as of a fiscal year end.

(39) “Current Liabilities” means all accounts payable, accrued Taxes and accrued expenses, but excluding (i) the current portion of long term debt; (ii) deferred and future Taxes; and (iii) any payables to any of the Corporations’ Affiliates, directors, employees, officers or shareholders and any of their respective Affiliates; determined in accordance with IFRS applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent financial year end as if such accounts were being prepared and audited as of a fiscal year end.

(40) “Deemed Price” means $0.29/US$0.21 per Questerre Common Share.

(41) "Disclosure Letter" means the disclosure letter delivered to the Purchaser by F&M Limited, on behalf of the Vendors and the Corporations, on the date of this Agreement.

(42) "Effective Time" means 12:01 a.m. on the Closing Date.

(43) "Employee Plans" has the meaning attributed to that term in Section 10.21(52)(a).

(44) "Employees" means all employees of the F&M Group immediately prior to Effective Time, whether full-time, part-time, salaried, hourly, unionized or non-unionized.

(45) "Encumbrance" means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, prior claim, adverse claim, exception, reservation, restrictive covenant, agreement, easement (whether or not registered against title), lease, licence, right of occupation, option, right of use, right of first refusal, right of pre-emption, privilege or any matter capable of registration against title, or any Contract to create any of the foregoing.

(46) "Environmental Laws" means any and all Applicable Laws relating to: (i) the protection of the environment and any natural resource; (ii) the presence, release, discharge, handling, transportation, storage, remediation or disposal of Contaminants; (iii) the ownership, occupation, management, transfer or sale of contaminated sites; (iv) the exposure of workers to Contaminants in the workplace, and worker right-to-know legislation pertaining thereto; (v) the manufacture, distribution, labelling, import, export or sale of products or product ingredients by virtue of their composition or any other physical properties; (vi) climate change, greenhouse gas emissions and the regulation of carbon; (vii) the protection of endangered species and their habitat; and (viii) the reporting of environmental matters and/or liabilities to any Governmental Authority or in any publicly accessible venue.

(47) "Enforceability Exceptions" has the meaning attributed to that term in Section 6.2(2).

(48) "Environmental Permits" means any Permit which is issued under, or pursuant to any Environmental Law.

(49) "Equity Interests" means, with respect to any Person, any and all present and future shares, units, trust units, partnership or other interests, participations or other equivalent rights in that Person's equity or capital, however designated and whether voting or non-voting.

(50) "ERISA" means the Employee Retirement Income Security Act of 1974.

(51) "Escrow Agreement" means the escrow agreement to be entered into by the Vendors, the Purchaser and the Escrow Agent on Closing governing the release of the Second Tranche Shares and/or the Third Tranche Shares in accordance with the terms set forth in Section 2.3(2)(a).

(52) "Escrow Agent" means Computershare Trust Company of Canada or such other party as may be agreed to by the Parties.

(53) "ETA" means the Excise Tax Act (Canada) and the regulations made thereunder.

(54) "F&M Group" means the Corporations and the Subsidiaries or any one of them as the context requires.

(55) “F&M Group Information” means all non-public information, in whatever form communicated or maintained, whether orally, in writing, electronically, in computer readable form or otherwise, pertaining to or concerning the F&M Group or its Business, affairs, finances, opportunities, projections, customers, suppliers, assets, liabilities, operations and internal practices, including:

(a) accounting and financial information;

(b) all Intellectual Property (in any stage of development);

(d) Personal Information;

(e) all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information, in any form, that are based on, contain or reflect any F&M Group Information regardless of the identity of the Person preparing the same; and

(f) all other information pertaining to or concerning the F&M Group or its Business which, by its nature, or by the nature of the circumstances surrounding its disclosure, ought to be treated as confidential,

except that, “F&M Group Information” does not include information that is:

(g) in respect of Personal Information now or in the future publicly available and in respect of all other information now or in the future in the public domain, other than through an act or omission of the applicable Vendor or its Representatives, provided however that, where any part of such information is publicly available or in the public domain, as the case may be, but a compilation of information which includes such part is not publicly available or in the public domain, as the case may be, then such compilation shall be treated as F&M Group Information hereunder;

(h) made available to the applicable Vendor or its Representatives from a source that is not prohibited from disclosing such information to the Vendor or its Representatives on a non-confidential basis by legal, contractual or fiduciary obligations;

(i) as shown by documentary evidence, already in the applicable Vendor’s or its Representatives’ possession at the time of disclosure to the applicable Vendor or its Representatives; or

(j) as shown by documentary evidence, independently developed by the applicable Vendor without reference to or use of the F&M Group Information.

(56) “FCPA” mean the Foreign Corrupt Practices Act of 1977, as amended.

(57) “Financial Statements” means the audited consolidated financial statements of Forbes Resources Brazil Holding SA as at and for the financial years ended December 31, 2024 and 2023 consisting of the balance sheet, income statement, cash flow statement and statement of retained earnings and all notes, schedules and exhibits thereto and the report thereon of the Corporations’ Auditors, copies of which financial statements are attached as Schedule 1.1(57) to the Disclosure Letter.

(58) “Financial Statements Date” means December 31, 2024.

(59) "First Tranche Shares" has the meaning attributed to that term in Section 2.3(1)(a).

(60) "GST/HST" means all Taxes payable under Part IX of the ETA (including where applicable both the federal and provincial portion of those Taxes) or and under any provincial legislation imposing a similar value added or multi-staged tax.

(61) "Governmental Authority" means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, body, organization or agency, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government, including the Stock Exchanges.

(62) "IFRS" means Canadian generally accepted accounting principles for publicly accountable enterprises, being International Financial Reporting Standards as adopted by the Canadian Accounting Standards Board.

(63) "Independent Auditor" has the meaning attributed to that term in Section 2.4(6).

(64) "Indemnification Claim Amount" has the meaning attributed to that term in Section 2.5(3).

(65) "Indemnification Claim Shares" has the meaning attributed to that term in Section 2.5(3).

(66) "Information Technologies" means all computer hardware, Software, websites, databases, servers, telecommunications equipment and facilities and other information technology systems owned or licensed or used by or relied on by or on behalf of the F&M Group, including for use in the Business.

(67) "Infringe" means infringe (whether directly, contributorily, by inducement or otherwise), misappropriate, violate or otherwise conflict with or harm (whether direct, contributory, by inducement or otherwise), and "Infringed" and "Infringement" have a corresponding meaning.

(68) "Insurance Policies" has the meaning attributed to that term in Section 10.21(22).

(69) "Intellectual Property" means, individually and collectively, howsoever created and wherever located:

(a) all domestic and foreign patents and applications thereof and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;

(b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing;

(c) all copyrights in all works (including Software) and database rights, copyright registrations and applications thereof, and all works of authorship and moral rights, and all other rights corresponding thereto throughout the world;

(d) all trade names, domain names, corporate names, trade dress, distinguishing guises, logos, slogans, brand names, trademarks (whether registered or common law and whether used

with wares or services and including the goodwill attaching to such trademarks) and registrations and applications for registration thereof;

(e) all Software (in source code and object code form) and databases, and any proprietary rights in such Software and databases;

(f) all integrated circuit design, mask work, or topography registrations or applications thereof;

(g) all industrial designs and applications for and registration of industrial designs, design patents and industrial design registrations;

(h) other intellectual or industrial property whatsoever, including the intellectual property described in Schedule 6.2(7) to the Disclosure Letter and/or Section 10.21(20) of the Additional Disclosure Schedule;

(i) all income, royalties, damages and payments now and hereafter due and/or payable with respect to any of the foregoing, including damages and payments for past or future Infringements thereof; and

(j) all rights to sue for past, present and future Infringements of any of the foregoing.

(70) "Interests" has the meaning attributed to that term in Section 10.21(39).

(71) "Interim Financial Statements" means the unaudited consolidated financial statements of Forbes Resources Brazil Holding SA as at and for the three (3) month periods ended March 30, 2025 and 2024, copies of which financial statements are attached as Schedule 1.1(71) to the Disclosure Letter.

(72) "Interim Period" means the period from the date of this Agreement to the Closing Date.

(73) "Inventories" has the meaning attributed to that term in Section 10.21(18).

(74) "JOBS Act" means The Jumpstart Our Business Startups Act.

(75) "Leased Property" has the meaning attributed to that term in Section 10.21(13).

(76) "Leases" has the meaning attributed to that term in Section 10.21(14).

(77) "Lock-Up and Voting Agreement" means the lock up and voting agreement to be entered into between each of the Vendors and the Purchaser on Closing pursuant to which the Vendors will agree for a period of twelve (12) months from the Closing Date (subject to release on the date that is six (6) months from the Closing Date with respect to 7.5 million of the First Tranche Shares): (i) not to transfer (directly or indirectly) sell, transfer or encumber the First Tranche Shares; (ii) to vote all of the First Tranche Shares in favour of all management proposals at any shareholder meeting of the Purchaser; (iii) vote all of their First Tranche Shares against all proposals that are not supported by management of the Purchaser at any shareholder meeting of the Purchaser; and (iv) not engage in any activity which would constate a take-over bid under Applicable Securities Laws, and such other matters as may be required by the Purchaser. In addition, the Purchaser shall agree to nominate an independent nominee of F&M Limited as a director of the board of directors of the Purchaser in respect of any shareholder meeting of the Purchaser held during such twelve (12) month period.

(78) "Losses" has the meaning attributed to that term in Section 9.1(8).

(79) "Material Adverse Change" or "Material Adverse Effect" means, with respect to any event, matter or circumstance, any change or effect that: (a) individually or when taken together with all other changes or effects that have occurred during any relevant period of time before the determination of the occurrence of that change or effect, is or is reasonably likely to be materially adverse to the Business, the business currently contemplated to be conducted by the F&M Group, the Assets, and the operations, liabilities, capital, prospects, condition (financial or otherwise) or results of operation, of the F&M Group; or (b) materially adversely affects the ability of the F&M Group to conduct the Business after the Effective Time substantially as the Business has been conducted to the date of this Agreement, except that a Material Adverse Change or Material Adverse Effect does not include a change or effect caused by (i) the execution or announcement of the execution of this Agreement or (ii) changes in general economic, financial, regulatory or market conditions affecting the Business or of any of its competitors (so long as the Business is not disproportionately affected thereby).

(80) "Material Contract" has the meaning attributed to that term in Section 6.2(6).

(81) "Multiemployer Plan" has the meaning attributed to that term in Section 6.2(20)(d).

(82) "Net Debt" means all debts plus Working Capital;

(83) "Objection Notice" has the meaning attributed to that term in Section 2.4(5).

(84) "OFCA" means the Office of Foreign Assets Control of the US Department of the Treasury.

(85) "Ordinary Course" means, with respect to an action taken by a Person, that the action is consistent with the past practices of the Person and is taken in the normal day-to-day operations of the Person.

(86) "Other Agreements" has the meaning attributed to that term in Section 10.7.

(87) "Outside Date" has the meaning attributed to that term in Section 5.3(d).

(88) "P&NG Leases" means, collectively, any and all documents of title including leases, reservations, permits, licences, unit agreements, assignments, trust declarations, participation, exploration, farm-out, farm-in, royalty, purchase or other agreements by virtue of which the F&M Group is entitled to explore for, drill for, recover, take or produce Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by the F&M Group, or to share in the production or proceeds of production or any part thereof or proceeds of royalty, production, profits or other interests out of, referable to or payable in respect of Petroleum Substances of any kind whatsoever from or with respect to P&NG Rights owned by F&M Group and the rights of F&M Group thereunder.

(89) "P&NG Rights" means all of the right, title, estate and interest, whether contingent or absolute, legal or beneficial, present or future, vested or not, and whether or not an "interest in land", of the F&M Group in and to any of the following, by whatever name the same are known:

(a) rights to explore for, drill for and produce, take, save or market Petroleum Substances;

(b) rights to a share of the production of Petroleum Substances;

(c) rights to a share of the proceeds of, or to receive payments calculated by reference to the quantity or value of, the production of Petroleum Substances;

(d) rights to acquire any of the rights described in subparagraphs (a) through (c) of this definition;

(e) interests in any rights described in subparagraphs (a) through (d) of this definition; and

(f) extensions, renewals, replacements or amendments of or to the foregoing items described in subparagraphs (a) through (e) of this definition;

and including interests and rights known as working interests, royalty interests, overriding royalty interests, gross overriding royalty interests, production payments, profits interests, net profits interests, revenue interests, net revenue interests, economic interests and other interests and fractional or undivided interests in any of the foregoing and freehold, leasehold or other interests.

(90) “Parties” means collectively, the Vendors, the Parent Guarantor, the Purchaser and the Corporations, and “Party” means any of them.

(91) “Permits” means franchises, licences, qualifications, approvals, authorizations, consents, certificates, certificates of authorization, decrees, orders-in-council, registrations, exemptions, consents, variances, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from, issued by or required by a Governmental Authority.

(92) “Permitted Encumbrances” means:

(a) servitudes, easements, restrictions, rights-of-way and other similar rights in real property or any interest therein, provided that those servitudes, easements, restrictions, rights-of-way and other similar rights are not of such a nature as to materially adversely affect the use or value of the property subject thereto;

(b) undetermined or inchoate liens, charges and privileges incidental to current construction or current operations, except for liens, charges and privileges related to Taxes;

(c) statutory liens, charges, adverse claims, security interests or Encumbrances of any nature whatsoever claimed or held by any Governmental Authority that have not at the time been filed or registered against the title to the asset or served on the F&M Group or any Vendor pursuant to Applicable Law or notice of which has not otherwise been received by the F&M Group or the Vendors, or that relate to obligations not due or delinquent, except for statutory liens, charges, adverse claims, security interests or Encumbrances related to Taxes;

(d) assignments of insurance provided to landlords or their mortgagees or hypothecary creditors pursuant to the terms of any Lease and liens, security interests or rights reserved in or granted pursuant to any Lease as security for payment of rent or for compliance with the terms of that Lease provided such liens, security interests or rights have been disclosed in a Schedule to this Agreement;

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(e) security given in the Ordinary Course of the Business to any public utility or Governmental Authority in connection with the operations of the Business, other than security for borrowed money; and

(f) the reservations in any original grants from the Crown of any Real Property or interest therein and statutory exceptions to title that do not materially detract from the value of the Real Property concerned or materially impair its use in the operation of the Business

(g) the Permitted Encumbrances described in Schedule 6.2(8).

(93) "Person" is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

(94) "Personal Information" means any information about an identifiable natural person that was collected, used or disclosed and is being stored by or is otherwise under the control of the F&M Group in connection with the Business

(95) "Personal Property Leases" has the meaning attributed to that term in Section 10.21(17).

(96) "Petroleum Substances" means any one or more of crude oil, oil sands, crude bitumen, synthetic crude oil, petroleum, natural gas, natural gas liquids, related hydrocarbons and any and all other substances, whether liquid, solid or gaseous, whether hydrocarbons or not, produced or producible in association with any of the foregoing, including hydrogen sulphide and sulphur.

(97) "Post-Closing Period" means any Tax period beginning on or after the Closing Date, and with respect to a Straddle Period, the portion of such Tax period beginning on the Closing Date.

(98) "Pre-Closing Period" means any Tax period that is not a Post-Closing Period and with respect to a Straddle Period, the portion of such Tax period ending on the day prior to the Closing Date.

(99) "Privacy Law" means any and all Applicable Law that regulates the collection use, disclosure and or storage of Personal Information, including the Personal Information Protection and Electronic Documents Act (Canada).

(100) "Privacy Policy" has the meaning attributed to that term in Section 6.2(7)(k).

(101) "Privacy Requirements" means all of the obligations restrictions and prohibitions of or applicable the F&M Group in connection with the Personal Information regardless of the authority under which they are imposed, including resolutions of the board of the directors of the F&M Group, policies, agreements and any and all Privacy Law to which the F&M Group is subject.

(102) "Proceeding" means:

(a) any suit, action, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative;

(b) any other proceeding; or

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at law or in equity or before or by any Governmental Authority.

(103) "Purchase Price" has the meaning attributed to that term in Section 2.2(1).

(104) "Purchased Shares" means 100,000,000 issued and outstanding shares in the capital of the F&M Resources and 1,000 issued and outstanding shares in the capital of Forbes Brazil.

(105) "Purchaser" means Questerre Energy Corporation, a corporation existing under the laws of the Province of Alberta.

(106) "PX Project" means the vertically integrated oil and shale refinery and mining facility with an onsite nursery located in Southern Brazil.

(107) "Questerre Common Shares" means the Class "A" common voting shares of the Purchaser.

(108) "Questerre Public Record" means all information filed by or on behalf of the Purchaser after January 1, 2025 on SEDAR+ in compliance, or intended compliance with, Applicable Securities Laws;

(109) "Questerre Shareholders" means the holders of the issued and outstanding Questerre Common Shares.

(110) "Questerre Spinout Preferred Shares" means the series of preferred shares of the Purchaser with such terms and conditions as may be determined by the Purchaser, in its sole discretion.

(111) "Questerre Subco" means a wholly-owned subsidiary to be created by the Purchaser.

(112) "Real Property" has the meaning attributed to that term in Section 10.21(13).

(113) "Real Property Agreement" has the meaning attributed to that term in Section 6.2(9)(a).

(114) "Related Party" has the meaning attributed to that term in Section 6.2(18)(a).

(115) "Representatives" means, with respect to any Party, its Affiliates and, if applicable, its and their respective directors, officers, employees, agents and other representatives and advisors.

(116) "Second Tranche Shares" has the meaning attributed to that term in Section 2.3(1)(b).

(117) "Software" means software, including all versions thereof, whether installed locally, on a local area network or delivered through the internet, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, including any and all modifications, changes, release, versions, upgrades, updates or patches of any of the foregoing, and all other material related to such software.

(118) "Spinout Assets" means oil and gas assets, claims, rights, interests, and projects in the Province of Quebec that are transferred to Questerre Subco by the Purchaser pursuant to a transfer agreement to be entered into between Questerre Subco and the Purchaser, on such terms as may be determined by the Purchaser in its sole discretion.

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(119) "Spinout Transaction" has the meaning attributed to that term in Section 3.2.

(120) "Statutory Plans" means benefit plans that the F&M Group is required by any domestic or foreign statute to participate in or contribute to in respect of a current or former employee, director or officer of the F&M Group or any beneficiary or dependent thereof, including the Canada Pension Plan, and plans administered pursuant to applicable health, Tax, workplace safety insurance, workers' compensation and employment insurance legislation.

(121) "Straddle Period" means any Tax period that includes the Closing Date but does not begin on the Closing Date or end on the day prior to the Closing Date.

(122) "Stock Exchanges" means the Toronto Stock Exchange and the Oslo Stock Exchange.

(123) "Subsidiaries" means, with respect to the Corporations, Forbes Resources Brazil Holding SA, a corporation existing under the laws of Brazil, Paraná Xixto SA, a corporation existing under the laws of Brazil and PX Energy Canada Inc., a corporation existing under the laws of the Province of Ontario and a "Subsidiary" means any of them.

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

(125) "Tax Act" or any reference to a specific provision thereof means the Income Tax Act (Canada) and legislation of any legislature of any province or territory of Canada (including the Taxation Act (Québec)) and any regulations made thereunder in force of like or similar effect.

(126) "Taxes" means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, harmonized sales, use, consumption valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, licence, franchise and registration fees and employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions), and "Tax" has a corresponding meaning.

(127) "Tax Returns" means all returns, declarations, designations, forms, schedules, reports, elections, notices, filings, statements (including withholding tax returns and reports, and information tax returns and reports) and other documents of every nature whatsoever filed or required to be filed with any Governmental Authority with respect to any Taxes, together with all amendments and supplements thereto.

(128) "Third Party Claim" has the meaning attributed to that term in Section 9.1(11).

(129) "Second Tranche Shares" has the meaning attributed to that term in Section 2.3(1)(c).

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(130) “Title IV Plan” has the meaning attributed to that term in Section 6.2(20)(d).

(131) “Transaction Costs” means, without duplication the aggregate amount of all fees, costs, expenses and liabilities of the F&M Group which remain unpaid or unsatisfied as of the Effective Time (whether or not such amounts have been invoiced as of or prior to the Effective Time) and which are incurred by the F&M Group arising from or incurred in connection with the preparation, negotiation, execution and performance of this Agreement, the Confidentiality Agreement, the Other Agreements and the Transactions and/or the sales process undertaken by the F&M Group in connection with the Transactions, including third-party fees, finder’s fees and costs and expenses including any costs and expenses related to: (a) legal, accounting, broker’s, investment banker’s, consultant’s, advisor’s or engineering services; (b) the board of directors or committees of the F&M Group or the administration, management or facilitation of meetings of the board of directors or committees of the F&M Group; or (c) the fees payable to the Escrow Agent pursuant to the Escrow Agreement, and also includes any amount incurred by third parties on behalf of the F&M Group and which are reimbursable by the F&M Group to such third parties, but which for greater certainty shall exclude transaction costs incurred by the Vendors on its own behalf. For greater certainty, the calculation of “Transaction Costs” shall exclude Working Capital.

(132) “Transaction Value” means the Purchase Price plus the Net Debt of the F&M Group;

(133) “Transactions” means the purchase and sale of the Purchased Shares and all other transactions contemplated by this Agreement.

(134) “Vendors” means F&M Limited and each of the shareholders listed in Schedule A to the Disclosure Letter.

(135) “Working Capital” means, at any time, the difference in the value of the Current Assets and the Current Liabilities, as determined in accordance with IFRS as of such time.

1.2 Certain Rules of Interpretation. In this Agreement:

(a) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;

(b) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and

(i) references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;

(ii) “including” or “includes” means “including (or includes) but is not limited to” and is not to be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;

(iii) “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”;

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(iv) references to Contracts are deemed to include all present amendments, supplements, restatements and replacements to those Contracts;

(v) references to any legislation, statutory instrument or regulation or a section thereof are references to the legislation, statutory instrument, regulation or section as amended, re-enacted, consolidated or replaced from time to time; and

(vi) words in the singular include the plural and vice-versa and words in one gender include all genders.

1.3 Knowledge. In this Agreement, any reference to the knowledge of any Party means to the best of the knowledge, information and belief of the Party after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant Representatives of the Party, and in the case of knowledge of the Vendors and the Corporations, after reviewing all relevant records and making due inquiries regarding the relevant matter of all relevant Representatives of the F&M Group.

1.4 Computation of Time. In this Agreement, unless specified otherwise or the context otherwise requires:

(a) a reference to a period of days is deemed to begin on the first day after the event that started the period and to end at 5:00 p.m. on the last day of the period, but if the last day of the period does not fall on a Business Day, the period ends at 5:00 p.m. on the next succeeding Business Day;

(b) all references to specific dates mean 11:59 p.m. on the dates;

(d) with respect to the calculation of any period of time, references to "from" mean "from and excluding" and references to "to" or "until" mean "to and including".

1.5 Performance on Business Days. If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next succeeding Business Day.

1.6 Calculation of Interest. In calculating interest payable under this Agreement for any period of time, the first day of the period is included and the last day is excluded.

1.7 Currency and Payment. In this Agreement, unless specified otherwise:

(a) references to dollar amounts or “$” are to Canadian dollars;

(b) any payment is to be made by an official bank draft drawn on a Canadian chartered bank, wire transfer or any other method (other than cash payment) that provides immediately available funds; and

(c) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received and available by 2:00 p.m. on the due date and any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day.

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1.8 Accounting Terms. Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with IFRS, such reference will be deemed to be to the IFRS from time to time approved by the Canadian Institute of Chartered Accountants, the Canadian Accounting Standards Board or any successor institute, and applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.9 Schedules. The following Schedules are attached to and form part of this Agreement:

Schedule 1.1(2)	Additional Disclosure Schedule
Disclosure Letter Schedules
Schedule A	Vendors and Purchase Price Allocation
Schedule 1.1(57)	Financial Statements
Schedule 1.1(71)	Interim Financial Statements
Schedule 6.2(4)	Share Capital
Schedule 6.2(6)	Material Contracts
Schedule 6.2(7)	Intellectual Property
Schedule 6.2(8)	Personal Property Matters
Schedule 6.2(9)	Real Property Matters
Schedule 6.2(10)	Environmental Matters
Schedule 6.2(13)	Litigation
Schedule 6.2(16)	Permits
Schedule 6.2(18)	Related Party Transactions
Schedule 6.2(19)	Employee Matters
Schedule 6.2(20)	Employee Plans
Schedule 6.2(21)	Taxes
Schedule 6.2(22)	Books and Records

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

2.1 Agreement to Purchase and Sell. Subject to the terms and conditions of this Agreement, as of the Effective Time the Vendors shall sell to the Purchaser and the Purchaser shall purchase from the Vendors, all of the Purchased Shares, constituting all of the issued and outstanding shares in the capital of the Corporations, free and clear of all Encumbrances.

2.2 Purchase Price and Purchase Price Allocation.

(1) Subject to the terms and conditions of this Agreement, the purchase price to be paid by the Purchaser to the Vendors for the Purchased Shares is 65,000,000 Questerre Common Shares (the "Purchase Price"), subject to any adjustments required by Section 2.4 and Section 2.5, reflecting a Transaction Value of US$142,000,000.

(2) The Purchaser and the Vendors shall allocate the Purchase Price and any adjustments in accordance with Schedule A to the Disclosure Letter.

2.3 Payment of Purchase Price.

(1) Subject to Section 2.5, the Purchaser shall pay and satisfy the Purchase Price by the issuance to the Vendors of 65 million Questerre Common Shares (at the Deemed Price) as follows:

(a) on the Closing Date, the issuance of 15 million Questerre Common Shares (the “First Tranche Shares”), all of which will be subject to the Lock-Up and Voting Agreement; and

(b) the issuance of 25 million Questerre Common Shares (the “Second Tranche Shares”) on the first to occur of the following events provided that such event has occurred on or before September 30, 2027:

(i) the PX Project having achieved US$30 million in Free Cash Flow (as defined by the Parties prior to Closing) over any 12-month period following the Closing Date; or

(ii) an equity financing by the Purchaser of Questerre Common Shares at an issue price of not less than $0.50 per Questerre Common Shares for aggregate gross proceeds in cash of not less than $25 million;

(the “Second Tranche Milestones”); and

(c) the issuance of 25 million Questerre Common Shares (the “Third Tranche Shares”) on the first to occur of the following events provided that such event has occurred on or before September 30, 2028:

(i) the PX Project having achieved US$40 million in Free Cash Flow (as defined by the Parties prior to Closing) over any 12-month period following the Closing Date; or

(ii) an equity financing by the Purchaser of Questerre Common Shares at an issue price of not less than $1.00 per Questerre Common Shares for aggregate gross proceeds in cash of not less than $25 million (for greater certainty, if the Second Tranche Shares were issued on the basis of Section 2.3(1)(b)(ii) being achieved prior to September 30, 2027, the aggregate equity financing in connection with both the Second Tranche Shares and the Third Tranche Shares shall be not less than aggregate gross proceeds in cash of not less than $50 million);

(the “Third Tranche Milestones”),

(collectively, the First Tranche Shares, the Second Tranche Shares and the Third Tranche Shares are, the “Consideration Shares”). For greater certainty, if neither of the Second Tranche Milestones has been achieved on or before September 30, 2027, the Second Tranche Shares shall not be issued and paid to the Vendors and if neither of the Third Tranche Milestones have been achieved on or before September 30, 2028, the Third Tranche Shares shall not be issued and paid to the Vendors.

(2) If the issuance of the Second Tranche Shares and/or the Third Tranche Shares occurs:

(a) on or before the date that is eighteen (18) months from the Closing Date, the Second Tranche Shares and the Third Tranche Shares, as applicable, shall be placed into escrow with the Escrow Agent under the Escrow Agreement to secure certain indemnification and other obligations of the Vendors in favour of the Purchaser arising out of or pursuant to Section 2.5, Section 8.4 and Article 9. Such Second Tranche Shares and/or Third Tranche Shares are to be governed by the terms and conditions set out in the Escrow Agreement,

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and are to be released and paid to the Vendors in whole or in part or retained by the Purchaser in whole or in part, subject to the terms and conditions set out in the Escrow Agreement and Section 2.5; or

(b) after the date that is eighteen (18) months from the Closing Date, the issuance of the Second Tranche Shares and Third Tranche Shares will be reduced, as applicable, if the Purchaser has made a bona fide Claim for indemnification pursuant to Section 8.4 or Article 9, and:

(i) where there has been no final, non-appealable determination of the indemnification Claims, such number of Second Tranche Shares and the Third Tranche Shares equal to the Indemnification Claim Amount divided by the Deemed Price, shall be deposited into escrow with the Escrow Agent under the Escrow Agreement to secure the indemnification obligations of the Vendors in favour of the Purchaser. Such Second Tranche Shares and the Third Tranche Shares are to be governed by the terms and conditions set out in the Escrow Agreement, and are to be released and paid to the Vendors in whole or in part or retained by the Purchaser in whole or in part, subject to the terms and conditions set out in the Escrow Agreement and Section 2.5; or

(ii) where there has been a final, non-appealable determination of the indemnification Claims, the number of Second Tranche Shares and Third Tranche Shares issuable to the Vendors shall be reduced by such number of shares equal to the Indemnification Claim Amount divided by the Deemed Price, unless the Vendors have paid such indemnification Claim amount in cash to the Purchaser.

2.4 Closing Date Adjustments.

(1) At least five Business Days prior to the Closing Date, F&M Limited, on behalf shall cause the Corporations' Auditors to prepare and the Vendors shall deliver to the Purchaser a good faith best estimate of a detailed calculation of the Working Capital and the Transaction Costs as of the Effective Time without giving effect to the Transactions, including an estimated balance sheet of the Corporations as of the Effective Time without giving effect to the Transactions.

(2) Prior to Closing, F&M Limited, on behalf of the Vendors, and the Purchaser, shall determine the target Working Capital and the Transaction Costs (the "Target Working Capital").

(3) As soon as possible, but not later than 120 days, following the Closing Date, the Purchaser shall prepare and deliver to the Vendors the following (collectively, the "Closing Statements"):

(a) unaudited financial statements for the Corporations on a consolidated basis for the period from the Financial Statements Date to the Closing Date and as at the Closing Date prepared in accordance to IFRS applied on a basis consistent with the Financial Statements (the "Closing Financial Statements");

(b) a calculation of the Working Capital and the Transaction Costs as determined by reference to the balance sheet contained in the Closing Financial Statements (the "Closing Working Capital");

(i) the amount by which the Closing Working Capital exceeds or is less than, as the case may be, the Target Working Capital; and

(ii) the Purchase Price, as adjusted in accordance with Section 2.5.

(4) The Vendors and the Purchaser shall co-operate fully with each other in the calculation of the Closing Working Capital and the preparation of the Closing Statements.

(5) F&M Limited, on behalf of the Vendors, shall have 30 days from receipt of the Closing Statements within which to review the Closing Statements. For the purposes of this review, the Purchaser shall permit and shall cause the Corporations and the Corporations' Auditors to permit F&M Limited and F&M Limited's authorized Representatives to examine all working papers, schedules, accounting Books and Records and other documents and information used or prepared by the Corporations or the Corporations' Auditors in connection with the preparation of the Closing Statements and to have reasonable access to appropriate personnel of the Corporations for F&M Limited, on behalf of the Vendors, to verify the accuracy and presentation and other matters relating to the preparation of the Closing Statements. F&M Limited may dispute any of the items in the Closing Statements by written notice (an "Objection Notice") to the Purchaser within the same 30 days. If F&M Limited has not delivered an Objection Notice on behalf of the Vendors to the Purchaser within this 30 day period, the Vendors shall be deemed to have accepted the Closing Statements. If F&M Limited delivers an Objection Notice on behalf of the Vendors to the Purchaser within this 30 day period, F&M Limited, on behalf of the Vendors, and the Purchaser shall work expeditiously and in good faith in an attempt to resolve all of the items in dispute within 15 days of receipt of the Objection Notice. If all items in dispute are not resolved within this 15 day period, each of F&M Limited and the Purchaser may, upon written notice to the other Party, refer the items remaining in dispute that were properly included in the Objection Notice to the Independent Auditor.

(6) Each of F&M Limited and the Purchaser shall furnish to KPMG LLP, or failing such firm from acting, PricewaterhouseCoopers LLP, or failing both such firms from acting, such other nationally recognized firm of Chartered Professional Accountants with an office in the Province of Alberta, agreed to by the F&M Limited, for and on behalf of the Vendors, and the Purchaser, that is independent of the Parties (the "Independent Auditor") those working papers, schedules and other documents, accounting books and records and information relating to the items in dispute, that are available to that Party or its auditors (and in the case of the Purchaser, the Corporations' Auditors) as the Independent Auditor may require. F&M Limited and the Purchaser shall instruct the Independent Auditor that time is of the essence in proceeding with its determination of any dispute, and the decision of the Independent Auditor with respect to any item in dispute is to be in writing and, absent any manifest error, is final and binding on the Vendors and the Purchaser with no rights of challenge, review or appeal to the courts in any manner. The Independent Auditor, in making its determination of any dispute, is acting as an expert and not as an arbitrator and is not required to engage in a judicial inquiry worked out in a judicial manner.

(7) On agreement or decision, as the case may be, with respect to all items in dispute, the Closing Statements are deemed to be amended as may be necessary to reflect the agreement or the decision, as the case may be. In this event, references in this Agreement to the Closing Statements will be references to the Closing Statements, as so amended.

(8) The Vendors shall be responsible for one-half of the fees and expenses of the Independent Auditor and the Purchaser shall be responsible for one-half of the fees and expenses of the Independent Auditor but each Party shall be responsible for its own costs and expenses.

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2.5 Purchase Price Adjustment.

(1) The Purchase Price is to be adjusted by the amount by which the Closing Working Capital is greater than the Target Working Capital plus US$1,000,000, or by which the Closing Working Capital is less than the Target Working Capital minus US$1,000,000. If:

(a) the Closing Working Capital is greater than the Target Working Capital plus $1,000,000, then the Purchaser shall pay the difference to the Vendors within five (5) Business Days following the agreement or deemed amendment of the Closing Statements pursuant to Section 2.4 by way of the issuance such number additional Questerre Common Shares as is equal to the amount of that difference divided by the Deemed Price (with any fractional Questerre Common Shares being rounded down to the next lowest whole number of Questerre Common Shares). For greater certainty, any additional Consideration Shares issued pursuant to this Section 2.5 shall be deposited into escrow pursuant to the Escrow Agreement; or

(b) the Closing Working Capital is less than the Target Working Capital minus $1,000,000, the difference shall be paid by the Vendors by way of: (i) the reduction of such number of Second Tranche Shares and/or Third Tranche Shares issuable on a Second Tranche Milestone or Third Tranche Milestone; or (ii) the cancellation of such number of Second Tranche Shares and/or Third Tranche Shares issued to the Vendors and held under the Escrow Agreement, as is equal the amount of that difference divided by the Deemed Price (with any fractional Questerre Common Shares being rounded down to the next lowest whole number of Questerre Common Shares).

(2) The determination and adjustment of the Purchase Price in accordance with the provisions of Section 2.4 and this Section 2.5 will not limit or affect any other rights or causes of action, which the Parties may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

(3) Notwithstanding the foregoing provisions of this Section 2.5 if, prior to the date that is eighteen (18) months from the Closing Date, the Purchaser makes a bona fide Claim for indemnification pursuant to Section 8.4 or Article 9, then the number of Second Tranche Shares and Third Tranche Shares (the "Indemnification Claim Shares"), as is equal to the amount of the indemnification Claim(s) (the "Indemnification Claim Amount") divided by the Deemed Price, after accounting for any prior Indemnification Claim Shares, will be withheld from release under the Escrow Agreement. In the event that following the final, non-appealable determination of the indemnification Claims, the Purchaser is entitled to a portion or all of the Indemnification Claim Amount, the number of Indemnification Claim Shares equal to the portion of the Indemnification Claim Amount the Purchaser is entitled to divided by the Deemed Price shall be cancelled on the date that is thirty (30) Business Days following the date of the final, non-appealable determination of the indemnification Claims, unless the Vendors have paid such Indemnification Claim Amount in cash to the Purchaser.

ARTICLE 3

PRE-CLOSING MATTERS

3.1 Advance of Funds. Subject to the results of such financial, business, legal, environmental, social, and other due diligence investigations as may be determined by the Purchaser in its sole discretion and subject to the such conditions precedent as may be determined by the Purchaser in its sole discretion, the Parties anticipate advancing US$5 million in funds to the F&M Group on such terms as may be agreed to

by the F&M Group and the Purchaser by way of a loan, lease, acquisition or such other manner as may be determined by the Purchaser and if applicable, guaranteed by the F&M Group and secured by the assets of the F&M Group in a manner acceptable to Purchaser, in its sole discretion.

3.2 Spinout Transaction.

(1) Prior to Closing, the Purchaser expects to:

(a) incorporate Questerre Subco;
(b) transfer all of the Spinout Assets to Questerre Subco;
(c) create the Questerre Spinout Preferred Shares; and
(d) issue the Questerre Spinout Preferred Shares to the Questerre Shareholders,

or similar arrangement based on the Purchaser’s review of tax and related considerations, including corporate and securities law advice and requirements for any necessary regulatory approvals (the “Spinout Transaction”).

(2) The Purchaser hereby covenants and agrees to take all necessary steps to complete the Spinout Transaction as soon as reasonably practicable and in any event prior to the Closing Date, provided that if the Purchaser determines not to proceed with the Spinout Transaction prior to Closing, the closing condition in Section 5.1(1)(k) shall be deemed to have been waived by the Purchaser and the covenant of the Purchaser in this Section 3.2(2) shall no longer be applicable.

ARTICLE 4 CLOSING ARRANGEMENTS

4.1 Closing. Subject to the satisfaction or waiver by the applicable Party of the conditions set out in Article 5, Closing shall take place by electronic exchange of executed Closing documents on the Closing Date, at such time as agreed to by the Vendors and the Purchaser; provided that any Closing documentation required to be delivered in an original form shall be exchanged in such original form.

4.2 Vendors’ Closing Deliveries. At Closing, the Vendors shall deliver or cause to be delivered to the Purchaser all certificates, agreements, documents and instruments as required under Section 5.1(1)(p).

4.3 Purchaser’s Closing Deliveries. At Closing, the Purchaser shall deliver or cause to be delivered to the Vendors all payments, certificates, agreements, documents and instruments as required under Section 5.2(1)(g).

ARTICLE 5 CONDITIONS OF CLOSING

5.1 Conditions for the Benefit of the Purchaser.

(1) The Purchaser shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date:

(a) all of the representations and warranties of the Vendors and the Corporations made in or pursuant to this Agreement shall have been true and correct as of the date thereof and shall be true and correct as at the Closing Date with the same effect as if made on and as of the

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Closing Date (except as those representations and warranties may be affected by events or transactions (i) resulting from the entering of this Agreement that do not have a Material Adverse Effect and arise in the Ordinary Course of the Business, or (ii) approved in writing by the Purchaser);

(b) the Vendors and the Corporations have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Vendors or the Corporations, as applicable, on or before the Closing Date, to the satisfaction of the Purchaser, acting reasonably;

(c) all Permits described in Schedule 6.2(16) to the Disclosure Letter and Section 10.21(27)(a) of the Additional Disclosure Schedule have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect;

(d) all Approvals described in Section 10.21(27)(b) of the Additional Disclosure Schedule have been obtained, in each case in form and substance satisfactory to the Purchaser and are in full force and effect including but not limited to, notification to the Brazilian National Agency of Petroleum Natura Gas and Biofuels) of the indirect change of control of Paraná Xisto SA;

(e) all Approvals and Permits as set forth in Schedule 6.3(12) to the Disclosure Letter required to permit the completion of the Transactions have been obtained and are in full force and effect;

(f) no Governmental Authority shall have enacted, issued or promulgated any Applicable Law which has the effect of (i) making any of the Transactions illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the Transactions;

(g) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law or under any Contract;

(h) in the opinion of the Purchaser, acting reasonably, since the date of this Agreement there has not occurred any event which may have a Material Adverse Effect;

(i) in the opinion of the Purchaser, acting reasonably, no Applicable Law has been enacted, introduced or announced which may have a Material Adverse Effect;

(j) since the date of this Agreement, no material portion of the Assets or part of the Business: (i) has been lost, damaged or destroyed, or appropriated, expropriated or seized by any Governmental Authority, or (ii) has been subject to an actual or threatened proceeding by any Governmental Authority seeking the appropriation, expropriation or seizure thereof;

(k) the Spinout Transaction shall have been implemented in a manner and on terms reasonably satisfactory to the Purchaser;

(l) the Stock Exchanges shall have conditionally approved the listing of the Questerre Common Shares issuable pursuant to the Transaction;

(m) the Vendors shall have caused to have been paid immediately prior to Closing, all bonuses, severance, termination, change-in-control, retention, incentive plan payments or other payments to directors, officers or employees made or triggered in connection with the transactions contemplated hereby and all associated employer-side withholding, employment, payroll, excise or similar Taxes incurred in connection with any such payments (for greater certainty, such payments are deemed to be Transaction Costs payable by the Vendors and not the F&M Group);

(n) each member of senior management of the F&M Group, as determined by the Purchaser acting reasonably, shall have entered into satisfactory employment contracts or consulting contracts with the applicable F&M Group entity;

(o) in the event F&M Resources has issued the up to 15,000,000 restricted stock units (each representing the right to receive a share in F&M Resources) as set forth in Schedule 6.2(4) to the Disclosure Letter, such restricted stock units will vest prior to Closing and each of the holders of such restricted stock units shall have entered into joinders to become Vendors to this Agreement and the shares in F&M Resources issued on the vesting of such restricted stock units shall be deemed to be Purchased Shares pursuant to this Agreement. For greater certainty, the Purchase Price and the number of Consideration Shares will not be increased upon the vesting of such restricted stock units;

(p) the Vendors have caused to be delivered to the Purchaser the following:

(i) share certificate(s) representing all of the issued and outstanding shares of the Corporations registered in the names of the Purchaser;

(ii) in respect of Forbes Brazil, an Amendment to its Articles of Association with respect to changes to its corporate structure, replacement of officers (if applicable) and such other matters as may be required by the Purchaser;

(iii) a certificate of the Vendors and the Corporations in respect of their representations and warranties set out in Section 6.1 and Section 10.21 and in respect of its covenants and other obligations set out in this Agreement;

(iv) evidence (which shall include any applicable no-interest letters) of the release and discharge of any Encumbrances affecting the Purchased Shares other than Permitted Encumbrances;

(v) the Escrow Agreement, duly executed by the Vendors;

(vi) the Lock-Up and Voting Agreement, duly executed by the Vendors;

(vii) all other Books and Records;

(viii) a certified copy of a resolution of the board of directors and/or (if required by Applicable Law) shareholders of the Corporations consenting to the transfer of the Purchased Shares from the Vendors to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Corporations;

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(ix) in respect of each of the Subsidiaries:

(A) a certificate of status or its equivalent under the laws of the jurisdiction of its incorporation/ governing its corporate existence; and

(B) a certificate of a senior officer certifying the corporate status, Constating Documents of such Subsidiary; and

(x) written resignations and mutual releases of all of the directors and officers of the Corporations and each of the Subsidiaries, in each case with effect from the Effective Time, on terms reasonably satisfactory to the Purchaser;

(xi) if applicable, joinders to this Agreement from each former holder of restricted share unit of F&M Resources;

(xii) (i) audited consolidated financial statements of the Corporations the Corporations as at and for the financial years ended December 31, 2024 and 2023 consisting of the balance sheet, income statement, cash flow statement and statement of retained earnings and all notes, schedules and exhibits thereto and the report thereon of the Corporations’ Auditors and (ii) unaudited consolidated financial statements of the Corporations as at and for the three (3) month periods ended June 30, 2025 and 2024;

(xiii) in respect of each Vendor:

(A) a certificate of status or its equivalent under the laws of the jurisdiction governing its existence; and

(B) a certificate of a senior officer certifying:

the corporate status, Constating Documents of the Vendor; and
the resolutions of the board of directors and/or (if required by Applicable Law) shareholders of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor;

(xiv) to the extent the Corporations or any Subsidiary:

(A) is a lessee or sublessee under a Lease in respect of Leased Property, an estoppel certificate or landlord’s acknowledgement from the lessor or sublessor under such Lease and copies of any non-disturbance agreements with secured creditors of the lessor or sublessor under such Lease and evidence of registration of each such Lease, in each case to the extent the Corporations or the Subsidiary can require delivery of the foregoing from the lessor or sublessor pursuant to the terms of such Lease, on title to the extent that registration is permitted by the terms of such Lease; or

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(B) is a sublessor under a Lease of with respect to Leased Property, to the extent the Corporations or the Subsidiary can require delivery of the following from the lessee or sublessee pursuant to the terms of such Lease, an estoppel certificate from each lessee or sublessee, setting out the terms of its lease or sublease, confirming there are no defaults or disputes with respect to such lease or sublease, that there are no outstanding tenant inducements, and that such party claims no right of set-off or abatement;

(xv) evidence, satisfactory to the Purchaser of the release and discharge of all Encumbrances affecting any of the Assets, other than the Permitted Encumbrances;

(xvi) termination of: (A) the Business Combination Agreement; (B) the sponsor support and exchange agreement dated April 21, 2025 by and among Papaya Growth Opportunity I Sponsor, LLC, Forbes & Manhattan Resources Inc. and Papaya Growth Opportunity Corp. I; and (C) the Company Shareholder Support Agreements dated April 21, 2025 between each shareholder of Forbes & Manhattan Resources Inc., Forbes & Manhattan Resources Inc. and Papaya Growth Opportunity Corp. I;

(xvii) waiver if applicable from the holders of the Convertible Notes of Section 9.2 of the Business Combination Agreement and Section 2(c) of the Convertible Note and amendment of the Convertible Notes to provide for conversion into Questerre Common Shares on satisfactory terms and conditions of the Purchaser, in its sole discretion;

(xviii) waiver if applicable from the holders of the Bonds of Section 10.3 of the Bond Terms and amendment of the Bonds to provide for such other terms and conditions as may be required by the Purchaser, in its sole discretion;

(xix) copies of all Permits described in Schedule 6.2(16) to the Disclosure Letter and Section 10.21(27)(a) of the Additional Disclosure Schedule;

(xx) copies of all Approvals described in Section 10.21(27)(b) of the Additional Disclosure Schedule;

(xxi) employment agreements or consulting contracts, duly signed by each member of senior management of the F&M Group;

(xxii) such other documentation as the Purchaser reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Purchaser, acting reasonably.

(q) the Purchaser, acting in its sole discretion, shall be satisfied with the results of its investigations pursuant to Section 7.3; and

(r) the inclusion into this Agreement of the representations and warranties set out in the Additional Disclosure Schedule as required by the Purchaser, in its sole discretion.

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(2) Each of the conditions set out in Section 5.1(1) is for the exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such condition in whole or in part by notice in writing to the Vendors, except that no such waiver operates as a waiver of any other condition.

5.2 Conditions for the Benefit of the Vendors.

(1) The Vendors shall be obliged to complete the Transactions only if each of the following conditions precedent has been satisfied in full at or before the time of Closing on the Closing Date:

(a) all of the representations and warranties of the Purchaser made in or pursuant to this Agreement shall have been true and correct as of the date hereof and shall be true and correct as of the Closing Date with the same effect as if made on and as of the Closing Date (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

(b) the Purchaser shall have complied with or performed all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Closing Date to the satisfaction of the Vendors, acting reasonably;

(c) all Approvals and Permits as set forth in Schedule 6.3(12) to the Disclosure Letter required to permit the completion of the Transactions have been obtained and are in full force and effect;

(d) no Governmental Authority shall have enacted, issued or promulgated any Applicable Law which has the effect of (i) making any of the Transactions illegal, or (ii) otherwise prohibiting, preventing or restraining the consummation of any of the Transactions;

(e) there is no injunction or restraining order issued preventing, and no pending or threatened Proceeding, against any Party, for the purpose of enjoining or preventing, the completion of the Transactions or otherwise claiming that this Agreement or the completion of the Transactions is improper or would give rise to a Proceeding, under any Applicable Law;

(f) since the date of this Agreement, other than the Spin-Out Assets, no material portion of the assets or business of the Purchaser and its subsidiaries, taken as a whole: (i) has been lost, damaged or destroyed, or appropriated, expropriated or seized by any Governmental Authority, or (ii) has been subject to an actual or threatened proceeding by any Governmental Authority seeking the appropriation, expropriation or seizure thereof, where such loss, damage, destruction, appropriation, expropriation or seizure or proceeding thereof would have a Material Adverse Effect; and

(g) the Purchaser has caused to be delivered to the Vendors the following:

(i) a certificate of status of the Purchaser; and

(ii) a certificate of a senior officer of the Purchaser certifying the Constating Documents of the Purchaser, certifying the resolutions of the board of directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transactions

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(iii) share certificate(s) representing all of the First Tranche Shares registered in the names of the Vendors; and

(iv) a certificate of the Purchaser in respect of its representations and warranties set out in Section 6.3 and in respect of its covenants and other obligations set out in this Agreement; and

(h) the termination of all guarantees made by Forbes & Manhattan Inc. and Forbes & Manhattan Limited to the holders of Convertible Notes.

(2) Each of the conditions set out in Section 5.2(1) is for the exclusive benefit of the Vendors and the Vendors may waive compliance with any such condition in whole or in part by notice in writing to the Purchaser, except that no such waiver operates as a waiver of any other condition.

5.3 Termination Events. By notice given prior to or at Closing, subject to Section 5.4, this Agreement may be terminated as follows:

(a) by the Purchaser if any condition in Section 5.1 has not been satisfied as of the Closing Date or if the satisfaction of any condition by the Closing Date is or becomes impossible (other than through the failure of the Purchaser to comply with its obligations under this Agreement), and the Purchaser has not waived that condition on or before Closing Date;

(b) by F&M Limited, on behalf of the Vendors, if any condition in Section 5.2 has not been satisfied as of the Closing Date or if the satisfaction of any condition by the Closing Date is or becomes impossible (other than through the failure of the Vendors to comply with their obligations under this Agreement), and the Vendors have not waived that condition on or before the Closing Date;

(d) by the Purchaser unless it is in material breach of this Agreement or by F&M Limited, on behalf of the Vendors, unless one or more of them are in material breach of this Agreement, if the Closing has not occurred on or before the date that is 90 days from the date hereof (the "Outside Date").

5.4 Effect of Termination. Each Party's right of termination under Section 5.3 is in addition to any other rights it may have under this Agreement or otherwise, whether at law, in equity or otherwise, and the exercise of that right of termination is not an election of remedies. If this Agreement is terminated pursuant to Section 5.3, all obligations of the Parties under this Agreement will terminate except that the obligations contained in this Section 5.4, Section 9.2(d) and in Article 10 (except for Section 10.5) will survive, provided that if this Agreement is terminated pursuant to Section 5.3(a) or 5.3(b), the terminating Party's right to pursue all legal remedies will survive that termination unimpaired.

5.5 Waiver of Conditions of Closing. If any of the conditions set forth in Section 5.1 has not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the Transactions and, if any of the conditions in Section 5.2 has not been satisfied, F&M Limited, on behalf of the Vendors, may elect in writing to waive the condition and proceed with the completion of the Transactions. Any such waiver and election by the Purchaser or the Vendors, as the case may be, will only serve as a waiver of the specific closing condition and the other Party or Parties, as the case may be, will have no liability with respect to the specific waived condition.

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ARTICLE 6
REPRESENTATIONS AND WARRANTIES

6.1 Representations and Warranties of the Vendors. Each Vendor severally and not jointly and severally represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and that the Purchaser would not purchase the Purchased Shares without these representations and warranties.

(1) Organization and Status. It is a corporation duly existing, and is validly subsisting, under the laws of Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction.

(2) Corporate Power. It has all necessary corporate power and authority to own or lease or dispose of its undertakings, property and assets (including the Vendor’s Purchased Shares), to enter into this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

(3) Authorization. All necessary corporate action has been taken by it or on its part to authorize its execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

(4) Enforceability. This Agreement has been duly executed and delivered by it and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation of it enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by it will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at Closing be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(5) Ownership of the Purchased Shares.

(a) It is the registered and beneficial owner of the shares in the capital of F&M Resources and the shares in the capital of Forbes Brazil set forth opposite its name in Schedule A to the Disclosure Letter, with good and marketable title thereto, free and clear of all Encumbrances, and has the exclusive right to dispose of such shares as provided in this Agreement.

(b) None of the Vendor’s Purchased Shares is subject to (i) any Contract or restriction which in any way limits or restricts the transfer to the Purchaser of the Vendor’s Purchased Shares other than the transfer restrictions in the Corporations’ articles, and (ii) any voting trust, pooling agreement, shareholder agreement, voting agreement or other Contract, arrangement or understanding with respect to the voting of the Vendor’s Purchased Shares (or any of them), true, accurate and complete copies of which, or where the Contracts, arrangements or understandings are oral, true, accurate and complete summaries of the terms of which, have been provided to the Purchaser. At or prior to the Closing, all those Contracts and restrictions will have been complied with or terminated and evidence of that

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compliance or termination in form and substance satisfactory to the Purchaser will have been provided to the Purchaser. On completion of the Transactions, the Vendor will not have any ownership interest in the Corporations, whether direct or indirect, actual or contingent, and the Purchaser shall have good title to the Vendor's Purchased Shares, free and clear of all Encumbrances other than Encumbrances granted by the Purchaser.

(6) No Other Agreements to Purchase. No Person other than the Purchaser has any Contract or any right or privilege capable of becoming a Contract for the purchase or acquisition from the Vendor of any of the Vendor's Purchased Shares.

(7) Bankruptcy. It is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. It has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets (including any of the Vendor's Purchased Shares) and no execution or distress has been levied on any of its undertakings, property or assets (including any of the Vendor's Purchased Shares), nor have any proceedings been commenced in connection with any of the foregoing.

(8) Absence of Conflict. The execution, delivery and performance by it of this Agreement and the completion of the Transactions will not (whether after the passage of time or notice or both) result in:

(a) the breach or violation of any of the provisions of, or constitute a default under, or give any Person the right to seek or cause a termination, cancellation, amendment or renegotiation of any Contract to which it is a party or by which any of its undertakings, property or assets is bound or affected;

(b) the breach or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:

(i) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;

(ii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over it;

(iii) any Approval issued to it or held by it or held for the benefit of or necessary to the ownership of any of the Vendor's Purchased Shares; or

(iv) any Applicable Law;

(d) the requirement of any Approval from any of its creditors.

(9) Litigation. There are no Proceedings (whether or not purportedly on its behalf) pending or outstanding or, to its knowledge, threatened against it which could affect the Vendor's Purchased Shares or its ability to perform its obligations under this Agreement. To its knowledge there is not

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any factual or legal basis on which any such Proceeding might be commenced with any reasonable likelihood of success.

(10) Residence. It is not a non-resident of Canada for purposes of the Tax Act.

6.2 Representations and Warranties of the Vendors. Each of the Vendors and the Corporations jointly and severally represents and warrants to the Purchaser as follows and acknowledge that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and that the Purchaser would not purchase the Purchased Shares without these representations and warranties. Additionally, the Vendors and Purchasers will use good faith to include other such representations and warranties as detailed in the Additional Disclosure Schedule.

(1) Organization, Good Standing, Corporate Power and Qualification. Each of the F&M Group is duly incorporated, validly existing and in good standing under the Applicable Laws of its jurisdiction of incorporation. Each has the requisite corporate power and authority to own and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted, to execute and deliver this Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder. Each of the F&M Group are presently qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified and in good standing. Prior to the date of this Agreement, the Corporations have made available to the Purchaser accurate and complete copies of the Books and Records, in each case as amended to date and in effect as of the date of this Agreement.

(2) Due Authorization. All corporate action on the part of each of the F&M Group and their respective directors, officers and shareholders necessary for the (a) authorization, execution and delivery by it of this Agreement to which it is or will be a party, (b) consummation of the Transactions and (c) performance of its obligations hereunder or thereunder has been taken or will be taken at or prior to the Closing, subject to (i) obtaining the requisite shareholder approvals and (ii) the receipt of Approvals. This Agreement (assuming due authorization, execution and delivery by each other party thereto) constitute valid and binding obligations of the Corporations enforceable against them, in accordance with their respective terms, except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (B) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity (the exceptions set forth in clauses (A) and (B), collectively, the "Enforceability Exceptions").

(3) Non-Contravention. None of the F&M Group is in material violation of any term of its Constating Documents. None of the F&M Group is in violation of any term or provision of any Governmental Authority to which it is party or by which it is bound which has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The execution and delivery by each of the Corporations of this Agreement to which it is or will be a party and the performance of its obligations hereunder and thereunder will not result in, by the giving of notice, the lapse of time or otherwise, (a) any violation of, conflict with, require any consent, filing, notice, waiver or approval or constitute a default under (i) its Constating Documents, (ii) any Contract to which it is a party or by which its assets are bound or (iii) any applicable law, permit or governmental order (subject in each case to obtaining the requisite approvals and receipt of the regulatory Approvals), or (b) the creation of any Encumbrance upon any of its the properties or assets (other than Permitted Encumbrances), except, in the case of clauses (a)(ii), (a)(iii) and (b), to the extent that the occurrence of the foregoing has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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(4) Capitalization.

(a) As of the date hereof, the issued and outstanding share capital of the F&M Resources consists of an unlimited number of common shares, of which 100,000,000 common shares are issued and outstanding as of the date hereof, and the other issued and outstanding equity interests of the Corporations is detailed in Schedule 6.2(4) to the Disclosure Letter. Also set forth on the Schedule 6.2(4) is a true, correct and complete list of each registered holder of share capital of the Corporations and the Subsidiaries. Except as set forth on Schedule 6.2(4) to the Disclosure Letter as of the date hereof there are no other interests authorized, reserved for issuance, issued or outstanding.

(b) There are no issued and outstanding options or warrants to purchase equity of any of the Corporations owned by the Vendors.

(c) All of the issued and outstanding equity of the Corporations, have been duly authorized, and validly issued and allotted as fully paid in compliance with applicable law, and applicable securities laws, and including any filings and returns required under any applicable law in respect of such issuance or grant, and all requirements set forth in the Constating Documents and any other applicable contracts governing the issuance or allotment of such securities. The equity interests are not subject to, nor have they been issued in violation of, any purchase option, call option, right of first refusal, pre-emptive right, subscription right or any similar right under any provision of any applicable law, the Constating Documents or any contract to which the corporation is a party or otherwise bound; and the equity interests are free and clear of any Encumbrances, other than Permitted Encumbrances.

(d) Except as otherwise set forth on the Schedule 6.2(4) to the Disclosure Letter, the Corporations have not issued or granted, and is not otherwise bound by or subject to, any subscriptions, options, warrants, rights or other securities (including debt securities) convertible, exercisable or exchangeable for equity, any commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or by matter of law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Corporations or the value of which is determined by reference to shares or other equity interests, and there are no voting trusts, proxies or agreements of any kind which may obligate the Corporations to issue, purchase, register for sale, redeem or otherwise acquire any equity interests.

(e) The Vendors have provided a complete structure chart as detailed in Schedule 6.2(4) to the Disclosure Letter indicating the ownership and control relationships among the F&M Group and other Persons on a fully diluted and as- converted basis on the date hereof. The Vendors do not own or control, directly or indirectly, any interest in any corporation, partnership, limited liability company, association or other business entity, other than the members of the F&M Group set forth on Schedule 6.2(4) to the Disclosure Letter.

(f) Each of the F&M Group has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of incorporation and has requisite corporate or other entity power and authority to own, use and operate its properties and assets, to carry on its business as presently conducted and contemplated to be conducted. Each of the F&M Group is presently qualified to do business and in good standing in each jurisdiction in which it is required to be so qualified, except where the failure to be so qualified or in good

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standing would not be material to the business of the F&M Group, taken as a whole. All issued and outstanding shares of the F&M Group have been validly issued in compliance with applicable laws as fully paid and nonassessable, and are not and will not be, as applicable, issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or other similar right.

(5) Financial Statements. The Vendors have made available to the Purchaser the Financial Statements.

(a) The Financial Statements: (i) are complete and accurate and fairly present in all material respects the consolidated financial position of the corporations, as at the respective dates thereof, and the consolidated results of their operations, their consolidated incomes, their consolidated changes in equity and their consolidated cash flows for the respective periods then ended, (ii) were prepared in conformity with IFRS applied on a consistent basis during the periods involved, (iii) were prepared from, and are in accordance with, the books and records of the corporations and (iv) comply in all material respects with the applicable accounting requirements.

(b) The Financial Statements present fairly in all material respects the information shown therein. The assumptions, information and data used in the preparation of such Financial Statements are reasonably believed by the Corporations to be reasonable in light of current conditions and facts known to the Corporations, the pro forma adjustments used therein will be appropriate to give effect to the transactions or circumstances described therein, and the pro forma adjustments will have been properly applied to the historical amounts used in the preparation of such Financial Statements.

(c) Except as specifically disclosed, reflected or fully reserved against on the Financial Statements there is no other Undisclosed Liabilities, liability or obligation of, or claim or judgment against, the Corporations (whether direct or indirect, absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due) of the type required to be set forth on a balance sheet in accordance with IFRS, except for Undisclosed Liabilities, liabilities, obligations, claims or judgments (i) reflected or reserved for on the Financial Statements or disclosed in the notes thereto, (ii) that have arisen since the date of the most recent balance sheet included in the Financial Statements in the ordinary course of business and consistent with past practice, of the Corporations, (iii) that will be discharged or paid off prior to or at the Closing, (iv) that are executory obligations arising under Contracts to which the Corporations are a party, (v) that are expenses incurred in connection with the negotiation, execution and performance of this Agreement or (vi) that would not, individually or in aggregate, reasonably be expected to be material to the Corporations, taken as a whole.

(d) None of the Corporations, or to the knowledge of Vendors, any director, officer or independent auditor of the Corporations, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Corporations, (ii) any fraud, whether or not material, that involves the Corporations' management or other employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Corporations or (iii) any claim or allegation regarding any of the foregoing.

(e) The Corporations maintain a system of internal accounting controls which is reasonably sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as

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necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The books and records of the Corporations have been, and are being, maintained in all material respects in accordance with IFRS and any other applicable legal and accounting requirements.

(6) Material Contracts.

(a) Schedule 6.2(6) to the Disclosure Letter lists all Contracts to which the F&M Group is a party, by which the F&M Group is bound or to which the F&M Group or any of its assets or properties are subject that are in effect as of the date of this Agreement and constitute or involve the following:

(i) all Contracts that require annual payments or expenses incurred by, or annual payments or income to, the applicable member of the F&M Group of US$2,500,000 or more (other than standard purchase and sale orders entered into in the ordinary course of business consistent with past practices);

(ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar Contracts that require annual payments or expenses of $2,500,000;

(iii) each Contract with any current officer, director, employee or consultant of a member of the F&M Group, under which such member of the F&M Group (A) has continuing obligations for payment of an annual compensation of at least $300,000, and which is not terminable for any reason or no reason upon reasonable notice without payment of any penalty, severance or other obligation; (B) has severance or post-termination obligations to such Person; or (C) has an obligation to make a payment upon consummation of the Transactions or as a result of a change of control of the such member of the F&M Group;

(iv) all Contracts creating a joint venture, strategic alliance, limited liability company or partnership arrangement;

(v) all Contracts relating to any acquisitions or dispositions of material assets (other than acquisitions or dispositions of inventory in the ordinary course of business consistent with past practices) in excess of $1,000,000;

(vi) all Intellectual Property, separately identifying all such Intellectual Property under which the F&M Group is obligated to pay royalties or is entitled to receive royalties thereunder;

(vii) all Contracts limiting the freedom of the F&M Group to compete in any line of business or industry, with any Person or in any geographic area;

(viii) all Contracts providing for material guarantees, material indemnification arrangements and other material hold harmless arrangements made or provided by the F&M Group;

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(ix) all Contracts between the F&M Group and any Affiliates, other than any Contracts for less than $750,000 or relating to such Affiliate's status as a shareholder of the F&M Group;

(x) all Contracts relating to property or assets (whether real or personal, tangible or intangible) which the F&M Group owns or leases (including any Leases) and which involve payments to the owner or lessor thereunder in excess of $2,500,000 per year;

(xi) all Contracts creating or otherwise relating to outstanding Indebtedness (other than intercompany Indebtedness), except any such Contract with an aggregate outstanding principal amount not exceeding $1,000,000;

(xii) all Contracts relating to the voting or control of the equity interests or the election of directors of the F&M Group (other than the organizational or constitutive documents);

(xiii) all material Contracts that may be terminated, or the provisions of which may be materially altered, as a result of the consummation of the Transactions;

(xiv) all Contracts under which any of the benefits, compensation or payments (or the vesting thereof) will be increased or accelerated as a result of the consummation of the Transactions or with respect to which the amount or value will be calculated on the basis of the Transactions;

(xv) all collective bargaining agreements or other agreement with a labor union or labor organization;

(xvi) all Contracts entered into with Governmental Authorities or Persons controlled by Governmental Authorities (including mixed-capital companies); and

(xvii) all "material contracts" (as such term is defined in Item 601(b)(10) of Regulation S-K) and any other contracts that are material to members of the F&M Group, taken as a whole,

(each, a "Material Contract").

(b) Each Material Contract is valid and binding, in full force and effect and, subject to the Enforceability Exceptions, enforceable by and against the F&M Group and each counterparty thereto. Neither the F&M Group nor, to the Vendor's knowledge, any other party to a Material Contract is in material breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. The F&M Group party to a Material Contract has not assigned, delegated or otherwise transferred any of its material rights or obligations thereunder or granted any power of attorney with respect thereto.

(c) Except as set forth on Schedule 6.2(6) to the Disclosure Letter, the F&M Group in compliance in all material respects with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or Contracts establishing or evidencing any Indebtedness. The consummation of the Transactions shall not cause or result in an event of default under any instruments or Contracts establishing or evidencing any

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indebtedness, except where such default or failure would not reasonably be expected to be material to the F&M Group, taken as a whole.

(7) Intellectual Property.

(a) The F&M Group are the sole and exclusive owners of each item of Intellectual Property listed in Schedule 6.2(7) to the Disclosure Letter, free and clear of any Encumbrances (except for Permitted Encumbrances). The F&M Group are the sole and exclusive licensee of each item of Intellectual Property that is not owned by the F&M Group but used in the conduct of the Business listed in Schedule 6.2(7) to the Disclosure Letter, free and clear of any Encumbrances, subject to retained right of licensor for non-commercial academic research use. The F&M Group have a valid right to use the Intellectual Property as currently used.

(b) Schedule 6.2(7) to the Disclosure Letter sets forth a complete and correct list of all (i) Intellectual Property that is registered under applicable intellectual property registration laws; (ii) unregistered material trademarks constituting owned Intellectual Property; (iii) domain names constituting owned Intellectual Property; and (iv) all social media handles constituting owned Intellectual Property; accurately specifying as to each of the foregoing, as applicable: (A) the filing number, issuance or registration number, or other identify details; (B) the owner and nature of the ownership; and (C) the jurisdictions by or in which such owned Intellectual Property has been issued, registered, or in which an application for such issuance or registration has been filed.

(c) All registered Intellectual Property is subsisting and, to the knowledge of the Vendors, valid and enforceable. All exclusively licensed Intellectual Property is subsisting and, to the knowledge of the Vendors, valid and enforceable. To the knowledge of the Vendors, all Persons have, in connection with the prosecution of all patents before the United States Patent and Trademark Office and other similar offices in other jurisdictions complied with the applicable obligations of candor owed to the United States Patent and Trademark Office and such other offices. No registered Intellectual Property is or has been involved in any interference, opposition, reissue, re-examination, revocation or equivalent proceeding, and no such proceeding has been threatened in writing with respect thereto. There have been no claims filed, served or threatened in writing, or, to the Vendor's knowledge, orally threatened, against the F&M Group contesting the validity, use, ownership, enforceability, patentability, registrability, or scope of any registered owned Intellectual Property. All registration, maintenance and renewal fees currently due in the next ninety (90) days in connection with any Intellectual Property have been paid or are scheduled to be paid in advance of any applicable deadline and all documents, recordations and certificates in connection therewith have been filed with the authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of prosecuting, maintaining and perfecting such rights and recording the F&M Group's ownership or interests therein.

(d) To the knowledge of the Vendors, the operation of the Business as currently conducted and as planned to be conducted, do not conflict with, infringe, misappropriate or otherwise violate any Intellectual Property right of any third Person in any material respect. There have been no claims filed, served or threatened in writing or, to the knowledge of the Vendors, orally against any the F&M Group alleging any conflict with, infringement, misappropriation, or other violation of any Intellectual Property of a third Person (including any unsolicited written offers to license any such Intellectual Property). There are no legal actions pending that involving a claim against the F&M Group by a third Person alleging

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infringement or misappropriation of such third Person's Intellectual Property. To the knowledge of the Vendors, no third Person has conflicted with, infringed, misappropriated or otherwise violated any owned Intellectual Property in any material respect.

(e) The F&M Group have not filed, served, or, to the knowledge of the Vendors, threatened a third Person with any claims alleging any conflict with, infringement, misappropriation, or other violation of any owned Intellectual Property. There are no legal actions pending that involve a claim against a third Person by the F&M Group alleging infringement or misappropriation of owned Intellectual Property. The F&M Group are not subject to any order of a Governmental Authority that adversely restricts the use, transfer, registration or licensing of any such Intellectual Property by the F&M Group.

(f) Except as set forth on Schedule 6.2(7) to the Disclosure Letter, each employee, agent, consultant, and contractor who has contributed to or participated in the creation or development of any material Intellectual Property on behalf of the F&M Group or any predecessor in interest thereto has executed a form of proprietary information or inventions agreement or similar written Contract with the F&M Group under which such Person (i) has assigned all right, title and interest in and to such Intellectual Property to the F&M Group (or such predecessor in interest, as applicable); and (ii) is obligated to maintain the confidentiality of the F&M Group's confidential information both during and after the term of such Person's employment or engagement. To the extent any such proprietary information or inventions agreement or other similar written Contract permitted such employee, agent, consultant, and contractor to exclude from the scope of such agreement or Contract any Intellectual Property in existence prior to the date of the employment or relationship, no such employee, agent, consultant, and contractor excluded Intellectual Property that was substantially related to the Business of the F&M Group. To the knowledge of the Vendors, no employee, agent, consultant or contractor of the F&M Group is or has been in material violation of any term of any such Contract.

(g) No government funding or facility of a university, college, other educational institution or research center was used in the development of any item of owned Intellectual Property.

(h) Except as would not be or reasonably expected to be material to the business of the F&M Group, taken as a whole, none of the execution, delivery or performance by the Corporations of this Agreement to which the Corporations are or will be a party or the consummation by the Corporations of the Transaction or thereby will (i) cause any item of owned Intellectual Property, or any material item of exclusively licensed Intellectual Property immediately prior to the Closing, to not be owned, licensed or available for use by the Corporations on substantially the same terms and conditions immediately following the Closing or (ii) require any additional payment obligations by the Corporations in order to use or exploit any other such Intellectual Property to the same extent as the F&M Group was permitted immediately before the Closing.

(i) Except as set forth on Schedule 6.2(7) to the Disclosure Letter, the F&M Group are not obligated under any Contract to make any payments by way of royalties, fees, or otherwise to any owner or licensor of, or other claimant to, any Intellectual Property.

(j) The F&M Group have exercised commercially reasonable best efforts necessary to maintain, protect and enforce the confidentiality of all trade secrets constituting owned Intellectual Property and all other material proprietary information. Except as would not be or reasonably expected to be material to the business of the F&M Group, taken as a

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whole, (i) no owned Intellectual Property is subject to any technology or source code escrow arrangement or obligation; and (ii) no Person other than the F&M Group and their employees and contractors (A) has a right to access or possess any source code of the software constituting the owned Intellectual Property or (B) will be entitled to obtain access to or possession of such source code as a result of the execution, delivery and performance of by the F&M Group of this Agreement. The F&M Group are in actual possession of the source code of any software constituting owned Intellectual Property.

(k) The F&M Group have a privacy policy regarding the collection, use or disclosure of data in connection with the operation of the business as currently conducted (the “Privacy Policy”) that is made available to all visitors to the websites or applications made available to the general public by or on behalf of the F&M Group prior to the collection of any data in the possession, custody, or control, or otherwise held or processed by, or on behalf of the F&M Group. The Privacy Policy accurately describes the F&M Group’s data collection, disclosure and use practices, complies with all Applicable Laws, and is consistent with good industry practice and. None of the marketing materials or advertisements made, or provided by, or on behalf of the F&M Group have been inaccurate in a material way, misleading in a material way, unfair or deceptive in violation of applicable laws.

(l) In connection with its processing of any personal information, the F&M Group are and have and has been in compliance in all material respects with all applicable laws, including all data privacy laws and laws related to data loss, theft, and security breach notification obligations, and, to the knowledge of the Vendors, there has been no unauthorized disclosure of any personal information for which the F&M Group would be required to make a report to a governmental authority, a data subject, or any other Person. In addition, the F&M Group has in place and, since November 4, 2022, has had in place commercially reasonable policies (including the Privacy Policy and any other internal and external privacy policies), rules, and procedures regarding the F&M Group’s collection, use, disclosure, disposal, dissemination, storage, protection and other processing of personal information. The F&M Group are and have been in material compliance with such privacy policies, rules and procedures in connection with any collection, use, or disclosure of the personal information of any Person. Except as would not be or reasonably expected to be material to the business of the F&M Group, taken as a whole, the F&M Group has not been subject to, and, to the knowledge of the Vendors, there are no, complaints to or audits, proceedings, investigations or claims pending against the members of the F&M Group by any Governmental Authority, or by any Person, in respect of the collection, use, storage disclosure or other processing of personal information. The F&M Group: (i) has implemented commercially reasonable physical, technical, organization and administrative security measures and policies designed to protect all personal information of any Person accessed, processed or maintained by the F&M Group from unauthorized physical or virtual access, use, modification, acquisition, disclosure or other misuse, and (ii) requires by written contract all material third party providers and other persons who have or have had access to personal information, or who process personal information on members of the F&M Group’s behalf, to implement, appropriate security programs and policies consistent with all applicable data protection laws. Without limiting the generality of the foregoing, since November 4, 2022, to the knowledge of the Vendors, the F&M Group has not experienced any material loss, damage or unauthorized access, use, disclosure or modification, or breach of security of personal information maintained by or on behalf of the F&M Group (including by any agent, subcontractor or vendor of the F&M Group).

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(m) The software that constitutes owned Intellectual Property and all software that is used by the F&M Group is, to the knowledge of the Vendors, free of all viruses, worms, Trojan horses and other material known contaminants and does not contain any bugs, errors, or problems of a material nature that would disrupt its operation or have an adverse impact on the operation of other software. The F&M Group has not incorporated publicly available software into its products and services, and it has not distributed publicly available software as part of its products and services other than as set forth on Schedule 6.2(7) to the Disclosure Letter in a manner that subjects, in whole or in part, any software constituting owned Intellectual Property to any copyright obligations. The F&M Group are in material compliance with all publicly available software license terms applicable to any publicly available software licensed to or used by the F&M Group. The F&M Group has not received any written (or, to the knowledge of the Vendors, oral) notice from any Person that it is in material breach of any license with respect to publicly available software.

(n) The F&M Group have implemented and maintained (or, where applicable, has required its vendors to maintain), consistent with commercially reasonable and industry practices and in compliance in all material respect with its contractual obligations to other Persons, commercially reasonable security measures designed to protect, preserve and maintain the performance, security and integrity of all computers, servers, equipment, hardware, networks, software and systems used, owned, leased or licensed by the members of the F&M Group in connection with the operation of the Business (the "Company Information Systems"). There has been no unauthorized access to or use of the Company Information Systems, nor has there been any downtime or unavailability of the Company Information Systems that resulted in a material disruption of the business of the F&M Group. The Company Information Systems are adequate and sufficient (including with respect to working condition and capacity) for the operations of the business of the F&M Group. There has been no failure with respect to any Company Information System that has had a material effect on the operations of the F&M Group.

(8) Title to Properties and Assets; Liens. Except as set forth on Schedule 6.2(8) to the Disclosure Letter or as would not be or reasonably expected to be material to the F&M Group, taken as a whole: (i) the F&M Group has good and marketable title to its properties, assets and rights, including the owned Intellectual Property, and has good title to or peaceable possession of all its leasehold interests and usufruct interests, in each case free and clear of any Encumbrance, other than Permitted Encumbrances; (ii) with respect to the properties, assets and rights it leases and usufruct rights, the F&M Group is in compliance with such agreements in all material respects and, to the knowledge of the Vendors, holds a valid leasehold or usufruct interest free of any Encumbrances, other than Permitted Encumbrances; (iii) the properties, assets and rights owned, leased, used or licensed by the F&M Group constitute all the properties, assets and rights of any kind or description whatsoever, including goodwill, used in connection with the businesses of the F&M Group and such properties, assets and rights constitute all the properties, assets and rights necessary for such member of the F&M Group to continue to conduct its business following the Closing as they are currently being conducted.

(9) Real Property.

(a) Schedule 6.2(9) to the Disclosure Letter sets forth each material real property that the F&M Group has a contractual right to use and possess (each, a "Real Property Agreement"), indicating, for each Real Property Agreement, the parties thereto, the address of the real property demised thereunder, the consideration payable thereunder, the term of the Real Property Agreement and any other material provisions thereof. Except as set forth on

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Schedule 6.2(9) to the Disclosure Letter, the F&M Group does not own, or otherwise have an interest in, any real property, including under any Real Property Agreement, sublease, space sharing, license or other occupancy agreement. The Real Property Agreements are the only Contracts pursuant to which any member of the F&M Group leases any real property or right therein. The Vendors have made available to the Purchaser accurate and complete copies of all Real Property Agreements. None of the F&M Group has breached or violated in any material respect any local zoning ordinance, and no notice from any Person has been received by or served upon any the F&M Group claiming any violation of any local zoning ordinance.

(b) With respect to each Real Property Agreement: (i) it is valid, binding and enforceable in accordance with its terms and in full force and effect; (ii) all considerations and other material sums, expenses and charges due thereunder have been paid; (iii) the F&M Group has been in peaceable possession of the premises occupied thereunder since the commencement of the original term thereof; (iv) no waiver, indulgence or postponement of such F&M Group’s obligations thereunder has been granted by the counterparty to the Real Property Agreement; (v) the F&M Group has performed all material obligations imposed on it under such Real Property Agreement and there exist no default or event of default thereunder by the F&M Group or, to the Vendor’s knowledge, by any other party thereto that could give right to terminate the Real Property Agreement; (vi) to the Vendor’s knowledge, no occurrence, condition or act exists which, with the giving of notice, the lapse of time or the happening of any further event or condition, would reasonably be expected to become a default or event of default by the F&M Group thereunder; (vii) there are no outstanding written or, to the knowledge of F&M Group, oral claims of breach or indemnification or notice of default or termination thereunder and (viii) the F&M Group has not exercised early termination options, if any, under such Real Property Agreement. Except as set forth on Schedule 6.2(9) to the Disclosure Letter, the F&M Group holds the usufruct or possession right, as applicable, established under the Real Property Agreement free and clear of all Encumbrances, and such real property is in a state of maintenance and repair in all material respects adequate and suitable for the purposes for which it is presently being used, and there are no material repair or restoration works likely to be required in connection with such real property. Except as disclosed in Schedule 6.2(9) to the Disclosure Letter, the F&M Group is in physical possession and actual occupation of the premises under the Real Property Agreement, none of which is subleased or assigned to another Person. None of the F&M Group owes any brokerage commission with respect to any Leased Property.

(10) Environmental Matters. Except as set forth on Schedule 6.2(10) to the Disclosure Letter:

(a) except as would not reasonably be expected to be material to F&M Group, taken as a whole, (i) since November 4, 2022, each of the F&M Group has materially complied with and is currently in material compliance with the provisions of all applicable Environmental Laws; and (ii) the Leased Property is in material compliance with the provisions of all applicable Environmental Laws and all specific contractual commitments assumed by a member of the F&M Group with third parties, to the extent the F&M Group is responsible for such compliance;

(b) each of the F&M Group possesses all material Environmental Permits that are required for the operation of the business as presently operated and for the ownership and use of their assets (including the Leased Property) as presently owned and used, except where the failure to obtain the same would not reasonably be expected to be material to the F&M

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Group, taken as a whole, and such material Environmental Permits are in good standing and in full force and effect. Prior to the date of this Agreement, true, complete and correct copies of all currently in force material Environmental Permits issued to the F&M Group have been made available to Purchaser;

(c) to the knowledge of the Vendors, no Contaminants have been discharged, disbursed, released, stored, treated, generated, disposed of or allowed to escape in each case by any member of the F&M Group on, in, under or from the Leased Property except in compliance with all Environmental Laws and Environmental Permits, and except as would not reasonably be expected to required investigation or result in the incurrence of material liability;

(d) none of the F&M Group has received written notice from any Governmental Authority of any material violations of applicable Environmental Laws or any material violations concerning any Contaminants; and

(e) the F&M Group has made available to Purchaser: (i) copies of all material reports, studies, analyses or tests, and any results of monitoring programs, in the possession or control of the F&M Group, since November 2022 pertaining to the generation, storage, use, handling, transportation, treatment, emission, spillage, disposal, release or removal of Contaminants by the F&M Group at, in, on or under the Leased Property; and (ii) a copy of any environmental investigation or assessment of the Leased Property conducted by the F&M Group or any environmental consultant engaged by it within the past two (2) years.

(11) Compliance with Laws.

(a) Except as would not reasonably be expected to be material to the F&M Group, taken as a whole, none of the F&M Group or, to the knowledge of the Vendor, any Representative or other Person acting on behalf of the F&M Group, is in violation in any material respect of, and, since November 4, 2022, no such Person has failed to be in compliance in all material respects with, all Applicable Law. Since November 4, 2022, (i) no event has occurred or circumstance exists that (with or without notice or due to lapse of time) would reasonably constitute or result in a material violation by the F&M Group of, or material failure on the part of the F&M Group to comply with, or any liability suffered or incurred by the F&M Group in respect of any material violation of or material noncompliance with, Applicable Law or policy of any Governmental Authority applicable to it and (ii) no Action by any Governmental Authority is pending or, to the knowledge of the Vendor, threatened alleging any such material violation or material noncompliance by the F&M Group. Since November 4, 2022, none of the F&M Group has received any written or, to the knowledge of the Vendors, oral notice of any material violation of any Applicable Law. Without limiting the generality of the foregoing, the F&M Group is, and since November 4, 2022, has been, in compliance in all material respects with each Applicable Law regulating or governing conduct in the workplace, including regarding sexual harassment or, on any legally impermissible basis, a hostile work environment. Since November 4, 2022, none of the F&M Group has been threatened or charged in writing or to the Vendor's knowledge, orally with or given written or to the Vendor's knowledge, oral notice of any violation of any data protection law or any other law referred to in or generally described in foregoing sentence by any Governmental Authority and, to the Vendor's knowledge, none of the F&M Group is under investigation with respect to any such Applicable Law.

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(b) No member of the F&M Group or, to the knowledge of the Vendors, any Representative or other Person acting on behalf of any member of the F&M Group is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department. Notwithstanding anything to the contrary express or implied in this section, nothing in this section shall be deemed to apply to the Foreign Corrupt Practices Act, as to which the Corporations’ representations are set forth earlier.

(12) Absence of Changes. Since November 4, 2022, (a) there has not been any Material Adverse Effect and (b) the F&M Group have conducted their businesses in all material respects in the Ordinary Course (other than, with respect to the F&M Group, the evaluation of and negotiations in connection with this Agreement and the related Transactions, the terms of which have been made available to Purchaser).

(13) Litigation. Except as set forth in Schedule 6.2(13) to the Disclosure Letter, as of the date of this Agreement (a) there is no Proceedings pending or threatened in writing or, to the Vendor’s knowledge, orally against the F&M Group or its assets or properties before any Governmental Authority that (i) questions the validity of this Agreement, the right of the F&M Group to enter into this Agreement or the right of the F&M Group to perform its obligations contemplated by this Agreement or (ii) if determined adversely to the F&M Group, would reasonably be expected to be material to the F&M Group, taken as a whole, or result in any change in the current equity ownership of the F&M Group; (b) there is no Proceedings initiated by the F&M Group currently pending or which the F&M Group currently intends to initiate, except, in the case of each of clauses (a)(i), and (b), as has not been, and would not reasonably be expected to be material to the F&M Group, taken as a whole.

(14) Insurance. Except as would not reasonably be expected to be material to the F&M Group, taken as a whole, (a) the F&M Group has in full force and effect Insurance Policies that are required in accordance with the applicable laws; (b) all premiums due thereunder have been paid, and no written notice of cancellation or termination has been received by such member of the F&M Group with respect to any such policy; and (c) no member of the F&M Group has received any written notice of denial or dispute of coverage for, and, to the Vendors knowledge, no insurer has otherwise denied or disputed coverage for, any material claim under an insurance policy during the last twelve (12) months. True, correct and complete copies of such insurance policies as in effect as of the date of this Agreement have been made available to the Purchaser.

(15) Governmental Consents. Assuming the accuracy of the representations made by Purchaser in Section 6.3, no consent, approval or authorization of or registration, qualification, designation, declaration or filing with any Governmental Authority on the part of the F&M Group is required in connection with the valid execution and delivery of this Agreement or the consummation of any Transaction contemplated hereby or thereby, except for (a) such filings or notices as may be required under the applicable securities laws, and (b) such consents, approvals or authorizations of or registrations, qualifications, designations, declarations or filings the failure of which to obtain, individually or in the aggregate, has not had, and would not reasonably be expected to be material to the F&M Group, taken as a whole.

(16) Licenses and Permits. The F&M Group has all material Permits necessary to operate the Business, and each of the Permits is valid and in full force and effect. Schedule 6.2(16) to the Disclosure Letter sets forth a complete and correct list of each material Permit held by the F&M Group, together with the name of the Governmental Authority issuing the same. To the Vendor’s knowledge, none of such material Permits will be terminated or impaired or become terminable as a result of the Transactions. None of the F&M Group is in material breach or violation of, or

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material default under, any such material Permit, and, to the Vendor's knowledge, no basis (including the execution of this Agreement and the consummation of the Transactions) exists which, with notice or lapse of time or both, would reasonably constitute any such breach, violation or default or give any Governmental Authority grounds to suspend, revoke or terminate any such material Permit. The F&M Group has not received any written or, to the Vendor's knowledge, oral notice from any Governmental Authority regarding any material violation of any Permit. There has not been and there is not pending or, to the knowledge of the Vendors, threatened any Proceeding, investigation or disciplinary proceeding by or from any Governmental Authority against the F&M Group involving any material Permit or alleging that the any member of the F&M Group is required to have any Permit that it does not have.

(17) Brokers or Finders; Transaction Costs. The F&M Group has not, directly or indirectly, incurred any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement or any of the other Transactions.

(18) Related-Party Transactions.

(a) Except as set forth on Schedule 6.2(18) to the Disclosure Letter (and other than with respect to actions expressly contemplated by this Agreement), no director, officer or employee of the F&M Group or any member of such Person's immediate family or any corporation, partnership or other entity in which such Person has a significant ownership interest or otherwise controls (each, a "Related Party") is indebted to the F&M Group, nor is the F&M Group indebted (or committed to make loans or extend or guarantee credit) to any Related Party.

(b) Except as set forth on Schedule 6.2(18) to the Disclosure Letter, to the Vendor's knowledge, no Related Party has any direct or indirect ownership interest in (i) any Person with which any member of the F&M Group is party to a Contract or has a material business relationship or (ii) any Person that competes with any member of the F&M Group, except that Related Parties may own stock in publicly traded companies that may compete with members of the F&M Group.

(c) No Related Party is directly or indirectly interested in any Contract with any member of the F&M Group, other than any such Contracts related to such Person's (i) ownership of equity, options or other securities of the member of the F&M Group, (ii) indemnification by such member of the F&M Group or (iii) salary, commission and other employment benefits provided by such member of the F&M Group to such Person.

(19) Labor Agreements and Actions; Employee Compensation.

(a) Since November 2022, there has not been and there is no lockout, slowdown, picketing or work stoppage, unfair labor practice charge or other labor dispute involving any member of the F&M Group pending or, to the Vendor's knowledge, threatened that has been or would be reasonably expected to be material to the F&M Group, taken as a whole.

(b) To the Vendor's knowledge, no officer or key manager intends to terminate his or her employment with the F&M Group, nor does the F&M Group have a present intention to terminate the employment of any of the foregoing. To the Vendor's knowledge, no officer or key manager is currently working for a competitive enterprise.

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(c) Except as set forth on Schedule 6.2(19) to the Disclosure Letter, the employment of each officer of the F&M Group is terminable at the will of the F&M Group and no such individual is entitled to any material compensation upon termination of employment, except as required by Applicable Law applicable to the jurisdiction in which such officer or employee is employed.

(d) With respect to all current and former Persons who have been employed by the F&M Group, the F&M Group is in compliance in all material respects, since November 4, 2022, has complied in all material respects, with all applicable labor Laws (including for Tax purposes and for purposes of determining eligibility to participate in any Employee Plan), hours of work, leaves of absence, occupational health and safety, workers' compensation, and the withholding and payment of all applicable Taxes, and there are no arrears in the payments of wages, unemployment insurance premiums or other similar obligations.

(e) Set forth on Schedule 6.2(19) to the Disclosure Letter are complete and accurate lists, as of the date of this Agreement, of all individuals who perform services for the F&M Group as an independent contractor with an annual payment in excess of $300,000, including for each such individual his or her name, services performed, and rate of compensation (if any), and the name of the F&M Group entity and location at which such individual performs services.

(f) There are no material claims, disputes, grievances or controversies with respect to which the F&M Group have been served or, to the knowledge of the Vendors, threatened involving any current employee or group of current employees of the F&M Group. Except as would not reasonably be expected to be material to the F&M Group, taken as a whole, there are no charges, administrative proceedings or formal complaints of or with which the F&M Group have been notified or served, or, to the Vendor's knowledge, investigations relating to, (i) discrimination or retaliation (including discrimination, harassment or retaliation based upon sex, age, marital status, race, national origin, sexual orientation, disability or veteran status), (ii) unfair labor practices, (iii) violations of health and safety Laws, (iv) workplace injuries, or (v) whistleblower retaliation against the F&M Group, in each case that (A) pertain to any current or former employee of the F&M Group and (B) have been threatened in writing by such employee or are pending before the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor, the U.S. Occupational Health and Safety Administration, the Workers Compensation Appeals Board or any other Governmental Authority.

(20) Employee Plans.

(a) Schedule 6.2(20) to the Disclosure Letter sets forth a complete list, as of the date hereof, of each material Employee Plans. With respect to each material Employee Plan, the F&M Group has made available to Vendor, to the extent applicable, true, complete and correct copies of (i) such Employee Plan (or, if not in writing, a written summary of its material terms) and, as applicable, all plan documents, trust agreements, insurance Contracts or other funding vehicles and all amendments thereto, (ii) the most recent summary plan descriptions, including any summary of material modifications, (iii) the most recent annual reports (or equivalent filings or audits required to be made by applicable Law), if any, required by applicable Law to be filed with a Governmental Authority with respect to Taxes in connection with each Employee Plan, (iv) the most recent determination or opinion letter, or equivalent materials, from the applicable taxing authority with respect to

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each Employee Plan, if any, and (v) the most recent actuarial report or other financial statement relating to such Employee Plan.

(b) Except as set forth on Schedule 6.2(20) to the Disclosure Letter or as would not reasonably be expected to be material to the F&M Group, taken as a whole, (i) each Employee Plan has been established, operated, funded, maintained and administered in compliance with its terms and all applicable Laws, including ERISA and the Code, except where failure to comply would not be or reasonably be expected to be material to the F&M Group, taken as a whole; (ii) in all material respects, all contributions required to be made with respect to any Employee Plan on or before the date hereof have been made and all obligations in respect of each Employee Plan as of the date hereof have been accrued and reflected in the F&M Group’s financial statements to the extent required by IFRS.

(c) Each Employee Plan which is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS as to its qualification or may rely upon an opinion letter for a prototype plan and, to the F&M Group’s knowledge, no fact or event has occurred that would reasonably be expected to adversely affect the qualified status of any such Employee Plan.

(d) No Employee Plan is a multiemployer pension plan (as defined in Section 3(37) of ERISA) (a “Multiemployer Plan”) or other pension plan that is subject to Title IV of ERISA (“Title IV Plan”), and neither the Corporations nor any of its ERISA Affiliates has sponsored or contributed to, been required to contribute to, or had any actual or contingent liability under, a Multiemployer Plan or Title IV Plan at any time within the previous six (6) years. None of the F&M Group nor any of its ERISA Affiliates has incurred any withdrawal liability under Section 4201 of ERISA that has not been fully satisfied.

(e) With respect to each Employee Plan, no material actions, suits or claims (other than routine claims for benefits in the ordinary course) are pending or, to the Vendor’s knowledge, threatened, and to the Vendor’s knowledge, no facts or circumstances exist that would reasonably be expected to give rise to any such material actions, suits or claims.

(f) No Employee Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of the F&M Group for periods extending beyond the cessation of their employment with the F&M Group (as the case may be) for any reason, other than (i) coverage mandated by applicable Law, (ii) death benefits under any “pension plan,” or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary).

(g) Except as set forth on Schedule 6.2(20) to the Disclosure Letter, the consummation of the Transactions will not, either alone or in combination with another event (such as termination following the consummation of the Transactions), (i) entitle any current or former employee, officer or other service provider of the F&M Group to any severance pay or any other compensation or benefits payable or to be provided by any member of the F&M Group, (ii) accelerate the time of payment, funding or vesting, or increase the amount of compensation or benefits due to any such employee, officer or other individual service provider by the F&M Group or (iii) accelerate the vesting or settlement of any restricted stock unit award of the F&M Group.

(h) The consummation of the Transactions will not, either alone or in combination with another event, result in any “excess parachute payment” under Section 280G of the Code (or any

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corresponding provision of state, local, or non-U.S. Tax Law). No Employee Plan provides for a Tax gross-up, make whole or similar payment with respect to the Taxes imposed under Sections 409A or 4999 of the Code.

(21) Taxes. Except as set forth on Schedule 6.2(21) to the Disclosure Letter:

(a) The F&M Group have (i) timely filed (taking into account any extension of time within which to file) all income and other material Tax Returns required to be filed by the F&M Group, and all such filed Tax Returns are correct and complete in all material respects; and (ii) duly and timely paid or have duly and timely withheld and remitted all material Taxes that are required to be so paid or withheld and remitted by the F&M Group.

(b) There are no Encumbrances for Taxes upon any assets of the F&M Group, except for Permitted Encumbrances.

(c) No deficiencies for any Taxes that are currently outstanding with respect to any Tax Returns of the F&M Group have been asserted in writing by any Governmental Authority. There are no audits, examinations, investigations, or other proceedings in respect of Taxes of the F&M Group that are currently pending or threatened in writing or, to the knowledge of the Vendors, likely to arise.

(d) No claim that is currently outstanding has been made in writing by a Governmental Authority in a jurisdiction where the F&M Group does not file Tax Returns that the F&M Group is or may be subject to taxation by that jurisdiction.

(e) None of the F&M Group has any outstanding waivers or extensions of any applicable statute of limitations to assess any material amount of Taxes. There are no outstanding requests by the F&M Group for any extension of time within which to file any Tax Return or within which to pay any Taxes shown to be due on any Tax Return.

(f) None of the F&M Group is treated for any Tax purpose as a resident in a country other than the country of its incorporation or formation. None of the F&M Group has a permanent establishment for Tax purposes in any jurisdiction other than that in which it is resident for Tax purposes.

(g) None of the F&M Group has not been either a "distributing corporation" or a "controlled corporation" in any distribution occurring during the two-year period ending on the date hereof that was purported or intended to qualify for tax-free treatment under Section 355(a) of the Code.

(h) None of the F&M Group has "participated" in a "listed transaction" or a "reportable transaction" within the meaning of Treasury Regulations Section 1.6011-4(b) or any transaction requiring disclosure under similar provisions of state, local or non-U.S. Law.

(i) None of the F&M Group (i) is a party to or is bound by any Tax allocation, Tax indemnity or Tax sharing agreement (other than pursuant to customary commercial Contracts the primary purpose of which is not related to the sharing of Taxes) or (ii) has liability for the Taxes of any Person (other than the F&M Group) under Treasury Regulations Section 1.1502-6 (or similar provision of state, local or non-U.S. Law), as a transferee or successor, by Contract, or otherwise pursuant to applicable Law.

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(j) None of the F&M Group has made an entity classification election under Treasury Regulations Section 301.7701-3.

(k) None of the F&M Group is organized in a jurisdiction outside of the United States is treated as (i) a domestic corporation (as such term is defined in Section 7701 of the Code) for U.S. federal income tax purposes, or (ii) a "surrogate foreign corporation" within the meaning of Section 7874(a)(2)(B) of the Code.

(l) None of the F&M Group is not and has never been a "passive foreign investment company" within the meaning of Section 1297(a) of the Code.

(m) None of the F&M Group has any plan or intention to engage in any transaction or make any election that would result in a liquidation of the Surviving Corporation for U.S. federal income tax purposes.

(22) Books and Records. Except as set forth Schedule 6.2(22) to the Disclosure Letter, the minute books of the F&M Group contain complete and accurate records in all material respects of all meetings and other corporate actions of the F&M Group's shareholders or board of directors (or similar governing body) and all committees, if any, appointed by the F&M Group's board of directors (or similar governing body), as applicable. The registers of members of each of the F&M Group are complete and reflect all issuances, transfers, repurchases and cancellations of shares of capital stock of the F&M Group.

(23) Foreign Corrupt Practices Act. None of the F&M Group or, to the Vendors' knowledge, their respective Affiliates or any of their respective directors, officers, employees, agents, distributors, resellers or other third parties has made, directly or indirectly, any payment or promise to pay, or any gift or promise to give or authorized such a promise or gift, of any money or anything of value, directly or indirectly, to (a) any foreign official (as such term is defined in the Foreign Corrupt Practices Act) for the purpose of influencing any official act or decision of such foreign official or inducing him or her to use his or her influence to affect any act or decision of a Governmental Authority or (b) any foreign political party or official thereof or candidate for foreign political office for the purpose of influencing any official act or decision of such party, official or candidate or inducing such party, official or candidate to use his, her or its influence to affect any act or decision of a Governmental Authority, in the case of both (a) and (b) above in order to assist any of the F&M Group to obtain or retain business or to direct business to any of the F&M Group. None of the F&M Group or, to the knowledge of the Vendors, any of their respective directors, officers, employees, agents, distributors, resellers or other third parties has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any such funds in violation of any Anti-Bribery Laws. No Action by or before any Governmental Authority involving any of the F&M Group with respect to FCPA or any other applicable Anti-Bribery Laws is pending or, to the knowledge of the Vendors, threatened. Each of the F&M Group has sought to maintain accurate financial records and a system of internal controls sufficient to provide reasonable assurance over management's control, authority, and responsibility over the company's assets.

(24) Anti-Money Laundering. The operations of each member of the F&M Group are and at all times have been conducted in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, applicable provisions of the USA PATRIOT Act of 2001, the Applicable Laws related to money laundering of all jurisdictions to the extent applicable to each member of the F&M Group, or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority

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(collectively, the “Anti-Money Laundering Laws”) in each case, to the extent applicable, the F&M Group, and, no Action by or before any Governmental Authority involving the F&M Group with respect to Anti-Money Laundering Laws is pending or, to the knowledge of the Vendors, threatened.

(25) OFAC. None of the F&M Group, director or officer of any member of the F&M Group or, to the Vendor’s knowledge, agent, employee, affiliate, or Person acting on behalf of any member of the F&M Group is currently identified on the specially designated nationals or other blocked person list or otherwise currently subject to any U.S. sanctions administered by the OFAC; and, to the knowledge of the Vendors, none F&M Group has, directly or indirectly, used any funds, or loaned, contributed or otherwise made available such funds to any subsidiary, joint venture partner or other Person, in connection with any sales or operations in Balkans, Belarus, Burma, Cote D’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, Liberia, North Korea, Sudan, Syria, and Zimbabwe or any other country sanctioned by OFAC or for the purpose of financing the activities of any Person currently subject to, or otherwise in violation of, any U.S. sanctions administered by OFAC in the previous fiscal years.

(26) Sanctions. No member of the F&M Group or any of its Affiliates, directors or officers or, to the knowledge of the Vendors, any of their respective employees or agents is a Person that is, or is owned or controlled by a Person that is, (a) the subject of any Sanctions or (b) located, organized, incorporated or resident in a country or territory that is the subject of comprehensive Sanctions (including the Crimea region of Ukraine, Cuba, Iran, North Korea, and Syria). For the past three (3) years, to the knowledge off the Vendors, none of the F&M Group has engaged in, or is now engaged in, any dealings or transactions with any Person, or in any country or territory, that at the time of such dealing or transaction is or was, or whose government is or was, the subject of Sanctions.

(27) Export Controls. The F&M Group, and to the knowledge of the Vendors, their respective Representatives in their capacity as such are in compliance with, in all material respects, all applicable Export Laws, and none of the F&M Group has (a) received written notice of, any actual, alleged or potential violation of any Export Law or (b) been a party to or the subject of any pending (or to the knowledge of the Vendors, threatened) Action by or before any Governmental Authority (including receipt of any subpoena) related to any actual, alleged or potential violation of any Export Law.

(28) Data Privacy and Security.

(a) Each of the F&M Group is in compliance in all material respects with all applicable cybersecurity, data security and personal information protection Laws and contractual obligations binding upon the F&M Group relating to the receipt, collection, compilation, use, storage, processing, sharing, safeguarding, security, disposal, destruction, disclosure or transfer of personal data.

(b) As of the date of this Agreement, the F&M Group has not received notice of any pending Action, nor has there been any material Action against any of the F&M Group initiated by the United States Federal Trade Commission, any state attorney general or similar state official or any other Governmental Authority or any other Person, in each case, alleging that any processing of personal data by or on behalf of the F&M Group is in violation of any such cybersecurity, data security and personal information protection Laws.

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(c) During the last three (3) years (i) there has been no material unauthorized processing of personal data in the possession or control of the F&M Group or any service providers thereto, (ii) there have been no material unauthorized intrusions or breaches of security into any of the IT systems under the control of the F&M Group and (iii) none of the F&M Group has experienced any security risk or incident that triggers the breach notification obligation under the applicable cybersecurity, data security and personal information protection Laws or has actually made such breach notification.

(d) The F&M Group owns or has a binding Contract in place to use the IT systems necessary to operate its business as currently conducted in all material respects.

(e) The F&M Group has implemented and established data safeguards against the destruction, loss, damage, corruption, alteration, loss of integrity, commingling or unauthorized access, acquisition, use, disclosure or other processing of personal data that are consistent with industry standards and the requirements of applicable Law in all material respects. The F&M Group maintains backups of all data used to conduct the business of the F&M Group at a reasonable frequency.

(29) Investment Company Act; JOBS Act. None of the F&M Group will be (a) an "investment company" or a Person directly or indirectly "controlled" by or acting on behalf of an "investment company," in each case within the meaning of the Investment Company Act or (b) an "emerging growth company" within the meaning of the JOBS Act.

(30) Takeover Statutes and Charter Provisions. The Board of each of the Corporations has taken all action necessary so that the restrictions on a "business combination" contained under any foreign Laws will be inapplicable to this Agreement and the other Transactions. As of the date of this Agreement, no "fair price", "moratorium", "control share acquisition" or other antitakeover statute or similar domestic or foreign Law applies with respect to the F&M Group in connection with this Agreement or the Transactions. As of the date of this Agreement, there is no shareholder rights plan, "poison pill" or similar antitakeover agreement or plan in effect to which the F&M Group is subject, party or otherwise bound.

(31) Proxy/Registration Statement. The information supplied by the F&M Group for inclusion or incorporation by reference in any filing by the Purchaser shall not contain any untrue statement of a material fact or fail to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. All documents that the Corporations are responsible for filing with the Stock Exchanges in connection with the Transactions will comply as to form and substance in all material respects with the applicable requirements of applicable legislation. Notwithstanding the foregoing, the Corporations makes no representation, warranty or covenant with respect to any information supplied by or on behalf of the Purchaser.

(32) Board Approval. The Board of Directors of each of the Corporations (including any required committee or subgroup thereof) has, as of the date of this Agreement, unanimously (a) declared the advisability of the Transactions, (b) determined that the Transactions are in the best interests of the Corporations and (c) subject to receipt of the regulatory Approvals, recommended that Vendors approve this Transaction.

(33) Full Disclosure. Neither this Agreement nor any other contract, agreement, instrument, certificate or other document required to be delivered by or otherwise to be delivered pursuant to this Agreement by the Vendors and the F&M Group or by any of them nor any certificate, report,

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statement or other document furnished by the Vendors and the F&M Group or by any of them in connection with the negotiation of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. There has been no event, transaction or information that has come to the attention of any Vendor or the F&M Group that has not been disclosed to the Purchaser in writing that could reasonably be expected to have a Material Adverse Effect.

6.3 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to the Vendors as follows and acknowledges that each Vendor is relying on these representations and warranties in connection with the sale by that Vendor of such Vendor’s Purchased Shares:

(1) Organization and Corporate Power. The Purchaser is a corporation duly existing and validly subsisting, under the laws of the Province of Alberta and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction. The Purchaser has all necessary corporate power and authority to acquire the Purchased Shares, to enter into this Agreement and to perform its obligations hereunder.

(2) Authorization. All necessary corporate action has been taken by or on the part of the Purchaser to authorize its execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

(3) Enforceability. This Agreement has been duly executed and delivered by the Purchaser and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by the Purchaser will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

(4) Capitalization. The authorized share capital of the Purchaser consists of (i) an unlimited number of Questerre Common Shares; (ii) an unlimited number of Class “B” common voting shares; and (iii) an unlimited number of preferred shares, issuable in series. As of the date hereof, there are issued and outstanding 428,515,836 Questerre Common Shares and no other shares are issued and outstanding. As of the date hereof, other than as disclosed to the Vendors or pursuant to the provisions of this Agreement, stock options to acquire up to 35,790,000 Questerre Common Shares under the Purchaser’s existing stock option plan and rights under the Corporation’s shareholder rights plan, there are no options, warrants or other rights, plans agreements or commitments of any nature whatsoever requiring the issuance, sale or transfer by the Purchaser of any securities of the Purchaser or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Purchaser. All outstanding Questerre Common Shares have been duly authorized and validly issued, are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any pre-emptive rights.

(5) Issuance of the Consideration Shares. Prior to Closing, the Consideration Shares will be duly authorized for issuance from treasury to the Vendors by all necessary action on the part of the Purchaser and, when issued and delivered by the Purchaser in accordance with this Agreement, will

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have been duly and validly issued, will be outstanding as fully paid and non-assessable shares in the capital of the Purchaser, free and clear of all security interests, options, equities, claims or third party rights (including without limitation, rights of pre-emption) of any nature whatsoever, together with all rights attaching thereto and will not have been issued in violation of or subject to any preemptive rights or other contractual rights to purchase securities issued by the Purchaser or in any document to be delivered pursuant to this Agreement, in violation of any Applicable Laws.

(6) Bankruptcy. The Purchaser is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Purchaser has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing.

(7) Public Record. The information and statements set forth in the Questerre Public Record as at the date hereof, as it relates to the Purchaser, are true, correct, and complete and did not contain any misrepresentation, as of the respective dates of such information or statements, and no material change has occurred in relation to the Purchaser which is not disclosed in the Questerre Public Record, and the Purchaser has not filed any confidential material change reports which continue to be confidential.

(8) Financial Statements. The audited financial statements of the Purchaser as at and for the years ended December 31, 2024 and 2023, together with the notes thereto, were prepared in accordance were prepared in accordance with IFRS, consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of the Purchaser's independent auditors); and (b) the unaudited financial statements of the Purchaser as at and for the three month period ended March 2025 and 2024, together with the notes thereto were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto), and in each case fairly present in all material respects the financial position, results of operations and cash flows of the Corporation as of the dates thereof and for the periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of the Corporation. There have been no material changes in the Corporation's accounting policies since December 31, 2024.

(9) Listing. The issued and outstanding Questerre Common Shares are listed and posted for trading on the Stock Exchanges and the Purchaser is not in default of its listing requirements on the Stock Exchanges in any material respect.

(10) Reporting Issuer. The Purchaser is a "reporting issuer" (within the meaning of Applicable Securities Laws) in each of the provinces of Canada.

(11) Compliance with Applicable Laws; No Orders. The Purchaser has complied with all Applicable Laws in all material respects and is not in violation of any Applicable Laws in any material respect. No order, ruling or determination having the effect of suspending the sale of, or ceasing the trading of, the Questerre Common Shares or any other securities of the Purchaser has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted, are, to the knowledge of the Purchaser, pending, contemplated, threatened under any Applicable Laws or by any other Governmental Authority.

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(12) Consents and Approvals. Except as set out in Schedule 6.3(12) to the Disclosure Letter, there is no requirement for the Purchaser to make any filing with or give any notice to any Governmental Authority or Third-Party or to obtain any Permit, as a condition to the lawful completion of the Transactions.

(13) Absence of Conflict. The execution, delivery and performance by the Purchaser of this Agreement and the completion of the Transactions will not, (whether after the passage of time or notice or both), result in:

(a) the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of its obligations, under:

(i) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;

(ii) any Approval issued to, held by or for the benefit of, the Purchaser;

(iii) any Applicable Law; or

(b) the requirement for any Approval from any creditor of the Purchaser.

(14) No Finder's Fees. The Purchaser has not taken, and will not take, any action that would cause any Vendor to become liable to any claim for a brokerage commission, finder's fee or other similar arrangement.

6.4 Survival of Representations, Warranties and Covenants of the Vendors and the Corporations. The representations and warranties of the Vendors and the Corporations and, to the extent that they have not been fully performed or waived at or prior to the Closing Time, the covenants and other obligations of the Vendors, in each case contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement survive Closing and continue for the benefit of the Purchaser notwithstanding the Closing, any investigation made by or on behalf of the Purchaser or any knowledge of the Purchaser, provided that:

(a) the representations and warranties set out in Sections 6.1(1), 6.1(2), 6.1(3), 6.1(4), 6.1(5), 6.1(6), 6.1(7) and 6.2(1) and Section 10.21(1) of the Additional Disclosure Schedule (insofar as it relates to the due incorporation and organization and the valid existence of the F&M Group), Section 6.2(9)6.2(4) and Sections 10.21(2), 10.21(3), 10.21(7), 10.21(11), 10.21(12), 10.21(15) of the Additional Disclosure Schedule (insofar as it relates to title to and Encumbrances relating to the Real Property) and Section 6.2(8) and Section 10.21(16) of the Additional Disclosure Schedule (insofar as it relates to title to and Encumbrances relating to the Assets (other than the Real Property)) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.1(1)(p)(iii) (the "Closing Certificates") survive and continue in full force and effect without limitation of time;

(b) the representations and warranties set out in Section 6.2(21) and Sections 10.21(34) and 10.21(52) off the Additional Disclosure Schedule (insofar as Section 10.21(52) relates to Tax matters) (and the corresponding representations and warranties set out in the Closing Certificates) survive Closing and continue in full force and effect until, but not beyond, the 180th day following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Taxes under

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applicable Tax legislation in respect of any taxation year to which those representations and warranties extend could be issued under that Tax legislation to the F&M Group, provided the F&M Group did not file any waiver or other document extending that period;

(c) the representations and warranties set out in Section 10.21(39) of the Additional Disclosure Schedule (and the corresponding representations and warranties set out in the Closing Certificates) survive Closing and continue in full force and effect until, but not beyond three years;

(d) the remainder of the representations and warranties set out in Sections 6.1, 6.2 and the Additional Disclosure Schedule (and the corresponding representations and warranties set out in the Closing Certificates) survive Closing and continue in full force and effect until, but not beyond, the second anniversary of the Closing Date; and

(e) notwithstanding Sections 6.4(a) through 6.4(d), a claim for any breach by any the Vendors of any of the representations, warranties and covenants contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud, fraudulent misrepresentation, intentional misrepresentation or deliberate or wilful breach may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Applicable Law.

6.5 Survival of the Representations, Warranties and Covenants of the Purchaser

The representations and warranties of the Purchaser and, to the extent that they have not been fully performed or waived at or prior to Closing, the covenants and other obligations of the Purchaser, contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement survive Closing and continue for the benefit of the Vendors notwithstanding the Closing, any investigation made by or on behalf of any of the Vendors or any knowledge of any of them, provided that:

(a) the representations and warranties set out in Section 6.2(33) (and the corresponding representations and warranties set out in the certificates to be delivered pursuant to Section 5.2(1)(g)(iv)) survive Closing and continue in full force and effect, but not beyond, the second anniversary of the Closing Date; and

(b) notwithstanding Section 6.5(a), a claim for any breach by the Purchaser of any of its representations, warranties and covenants contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud, fraudulent misrepresentation, intentional misrepresentation or deliberate or wilful breach may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Applicable Law.

6.6 Termination of Liability

(1) No Party or other Person is entitled to indemnification pursuant to this Agreement unless the Party or other Person has given written notice of its Claim for indemnification pursuant to Section 8.4 or Article 9, as the case may be, prior to the expiry of the relevant survival period prescribed by Sections 6.4 and 6.5 and in that event, only on and subject to the terms and conditions of and to the extent provided for in Section 8.4 and Article 9.

(2) The survival periods set forth above in Sections 6.4 and 6.5 constitute an express contractual agreement among the Parties hereto to limit liability of the applicable Party hereunder that would

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otherwise be applicable to the assertion of any Proceeding hereunder arising from an inaccuracy, misrepresentation, breach, default or failure to perform of a Party.

(3) The covenants and agreements of the Vendors and the Purchaser contained in this Agreement that are required to be performed after the Closing shall continue in full force and effect in accordance with their respective terms.

ARTICLE 7

COVENANTS

7.1 Exclusive Dealings. During the Interim Period, the Vendors and the Parent Guarantor shall not, and shall cause the F&M Group not to, take any action, directly or indirectly, to encourage, initiate or engage in discussions or negotiations with, or provide any information to, or enter into any agreement or arrangement or understanding with, any Person, other than the Purchaser and its designated and authorized Representatives, concerning any sale, transfer or assignment of the Purchased Shares, any portion of the Business or the Assets. The Vendors and the Parent Guarantor shall notify the Purchaser promptly if any such discussions or negotiations are sought or if any proposal for a sale, transfer or assignment of the Purchased Shares, any portion of the Business or the Assets is received or being considered.

7.2 Transfer of Documentation.

(1) On the Closing Date, the Vendors and the Parent Guarantor shall deliver, and shall cause to be delivered, to the Purchaser or make available to it at the F&M Resources' premises the Books and Records and all documents (except in the case of those required by Applicable Law to be retained by the Vendors, copies thereof) and other data, technical or otherwise, which are owned by any Vendor at the Closing Date, relating to the F&M Group, the Business or the Assets. The Purchaser shall preserve all those documents delivered to it in accordance with the Purchaser's document retention procedures, or for such longer period as is required by Applicable Law. The Purchaser shall permit the Vendors or their authorized Representatives reasonable access to those documents while they are in the Purchaser's possession or control solely to the extent that access is required by the Vendors to perform their obligations under this Agreement or under Applicable Law, but the Purchaser shall not be responsible or liable to any Vendor for, or as a result of, any loss or destruction of or damage to any such documents and other data unless that destruction, loss or damage is caused by the Purchaser's negligence or wilful misconduct. The Vendors shall be responsible for all reasonable out-of-pocket costs and expenses, incurred, directly or indirectly, by the Purchaser in connection with any access contemplated by this Section 7.2(1).

(2) Notwithstanding Section 7.2(1), the Vendors shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 7.2(1) provided that those documents or data are reasonably required and only used or relied on by the Vendors to perform their obligations under this Agreement or under Applicable Law. The Vendors shall retain any documents or data which relate to the Business and which are retained by the Vendors pursuant to this Section 7.2(2) in strict confidence and shall not use or otherwise disclose the data or information contained therein except as permitted by Section 10.1.

7.3 Investigation.

(1) During the Interim Period, the and the Parent Guarantor and the Vendors shall, and shall cause the F&M Group and their respective Representatives to, permit the Purchaser and its authorized Representatives to make such investigations, inspections, surveys or tests of the F&M Group, the Business and the Assets, and of their respective financial, legal and physical condition as the

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Purchaser deems necessary or desirable to familiarize itself with the Business, Assets and other matters. Without limiting the generality of the foregoing, the Vendors shall, and shall cause the F&M Group and their respective Representatives to, provide the Purchaser with free and unrestricted access during normal business hours to (i) all documents relating to information scheduled or required to be disclosed under this Agreement, (ii) the Books and Records, (iii) the Information Technologies, (iv) the Contracts, (v) the Real Property and the Leased Property, (vi) the Employees, (vii) records regarding suppliers, customers and regulators, (viii) environmental reports, surveys, "as built" plans, drawings for buildings on the Real Property, inspection reports, internal audits, manifests, incident reports and any and all correspondence with Governmental Authorities or third parties in respect of environmental matters pertaining to the F&M Group, the Business and the Assets, and (ix) all other reports (including title opinions) prepared by advisors of the F&M Group and their Affiliates in connection with the F&M Group, the Business and the Assets, and the Vendors shall cause the F&M Group and their respective Representatives to provide photocopies to the Purchaser of all such written information and documents as reasonably requested by the Purchaser.

(2) At the Purchaser's request, and the Parent Guarantor and the Vendors shall execute or cause to be executed, such consents, authorizations and directions as may be necessary to permit any inspection of the F&M Group, the Business and any of the Assets and to enable the Purchaser or its authorized Representatives to obtain full access to all files and records relating to the F&M Group or relating to any of the Assets maintained by Governmental Authorities and self-regulating authorities.

(3) At the Purchaser's request, the and the Parent Guarantor and the Vendors shall co-operate with and assist the Purchaser in arranging any meetings as the Purchaser should reasonably request with:

(a) the Employees;

(b) customers, suppliers, distributors or others who have or have had a business relationship with the F&M Group; and

(c) auditors, solicitors or any other Persons engaged or previously engaged to provide services to the F&M Group who have knowledge of matters relating to the F&M Group and the Business.

(4) The and the Parent Guarantor and the Vendors shall, and shall cause the F&M Group and their respective Representatives to, permit the Purchaser and its authorized Representatives to conduct all such testing and inspection (including Phase I and II environmental site assessments and compliance audits) in respect of environmental matters at those locations of the Business or on the Real Property or the Leased Property, as determined by the Purchaser, in its sole discretion or as required to satisfy the Purchaser in respect of those matters, and the Vendors shall cause the F&M Group to conduct, and the F&M Group shall conduct, in co-operation with the Representatives or consultants of the Purchaser, such physical inspection and review of the equipment of the Business as is necessary so as to enable the confirmation of the operating condition and values carried on the Balance Sheet of the Corporations in respect of those assets, to the reasonable satisfaction of the Purchaser.

(5) The Parties acknowledge that Personal Information is required for the operation of the Business and that the collection, use, disclosure, storage and destruction of Personal Information by the F&M Group for the purposes of the Business are subject to the Privacy Requirements. If this Agreement is terminated as provided herein or otherwise, the Purchaser shall return and/or destroy the Personal

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Information in its possession in accordance with the terms of the Confidentiality Agreement. This Section 7.3(5) survives the termination of this Agreement for any reason.

(6) The exercise of any rights of inspection by or on behalf of the Purchaser under this Section 7.3 does not mitigate or otherwise affect the representations and warranties of the Vendors under this Agreement, which continue in full force and effect as provided in Section 6.4.

7.4 Conduct Prior to Closing

Without in any way limiting any other obligations of the Vendors hereunder, during the Interim Period, the and the Parent Guarantor and the Vendors shall:

(a) cause the F&M Group to conduct the Business and the operations and affairs of the F&M Group only in the Ordinary Course, and the F&M Group shall not, without the prior written consent of the Purchaser, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Vendors in this Agreement and, without limiting the generality of the foregoing, the Vendors shall cause the F&M Group not to:

(i) amalgamate, merge or consolidate with or acquire or agree to acquire all or substantially all of the shares or assets of any Person, not to acquire or lease or agree to acquire or lease any business operations or any Equity Interests in any other Person, acquire or agree to acquire any legal or beneficial interest in any real property, and occupy, lease, manage or control or agree to occupy, lease or manage or control any facility or property that is not an Asset;

(ii) do any act or thing of the kind described in Sections 10.21(33) and 10.21(38);

(iii) enter into any compromise or settlement of any litigation, proceeding or government investigation relating to the Business or any of the Assets;

(iv) make any material modification to its usual sales, human resource, accounting, Software, or management practices, processes or systems;

(v) enter into any Contract of the kind described in Section 10.21(24);

(vi) move any material part of the Business to any other location from which the F&M Group does not carry on the Business at the date thereof;

(vii) knowingly take any action, or omit to take any action, that would result the F&M Group being in violation of the Privacy Requirements;

(viii) make any change to its Constating Documents;

(ix) change its taxation year; and

(x) change its methods of accounting in effect except as required by changes in IFRS;

(b) cause the F&M Group not to change any method of Tax accounting, make or change any material Tax election, file any materially amended Tax Return, settle or compromise any material Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any agreement with respect

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to any Tax or surrender any right to claim a material Tax refund, except in each case in the Ordinary Course.

(d) cause the F&M Group to continue to maintain in full force and effect all the Insurance Policies or renewals thereof currently in effect;

(e) cause the F&M Group to take out, at the expense of the Purchaser, such additional insurance as may be reasonably requested by the Purchaser;

(f) cause the F&M Group to report all claims or known circumstances or events which may give rise to a claim to its insurers under the Insurance Policies in a due and timely manner to the Closing Date and provide copies of those reports to the Purchaser;

(g) use their best efforts to obtain or cause the F&M Group to use its best efforts to obtain, the Permits described in Schedule 10.21(27)(a) to the Disclosure Letter and the Approvals described in Schedule 10.21(27)(b) to the Disclosure Letter;

(h) cause the F&M Group to preserve intact, the Business, the Assets, and the operations and affairs of the F&M Group and to carry on the Business and the affairs of the F&M Group as currently conducted, and to promote and preserve for the Purchaser the goodwill of suppliers, customers and others having business relations with the F&M Group;

(i) cause the F&M Group to take all necessary and prudent steps to ensure that its Representatives comply with all Privacy Requirements;

(j) cause the F&M Group to pay and discharge the liabilities and Taxes of the F&M Group in the Ordinary Course in accordance and consistent with the previous practice of the F&M Group, except those contested in good faith by the F&M Group;

(k) take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution and delivery of this Agreement and the other agreements and documents contemplated hereby and to complete the transfer of the Purchased Shares to the Purchaser and to cause all necessary meetings of directors and shareholders of the Vendors to be held for that purpose;

(l) cause the Corporations to take all necessary corporate action, steps and proceedings to authorize, consent and otherwise complete the transfer of the Purchased Shares to the Purchaser and to cause all necessary meetings of directors and shareholders of the Corporations to be held for that purpose;

(m) periodically report, and shall cause the F&M Group to periodically report, to the Purchaser as it requests concerning the state of the F&M Group, the Business and the Assets; and

(n) use their best efforts to satisfy the conditions contained in Section 5.1.

7.5 Notification of Certain Matters.

(1) During the Interim Period, the and the Parent Guarantor and the Vendors shall give prompt notice in writing to the Purchaser of:

(a) the occurrence, or failure to occur, of any event, which occurrence or failure would be likely to cause any of the representations or warranties of the Vendors contained in this Agreement to be untrue or inaccurate during the Interim Period;

(b) any notice or communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions;

(d) any Proceeding commenced or threatened against any of the F&M Group or either or both of the Vendors or relating to or involving or otherwise affecting any of them, or which relates to the consummation of the Transactions or which relates to an Employee Plan; and

(e) any failure by the Vendors to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied under this Agreement.

(2) The and the Parent Guarantor and the Vendors shall, and shall cause the F&M Group to, confer on a regular and frequent basis with one or more designated Representatives of the Purchaser to report on operational matters and on the general status of the Business. The Vendors shall, and shall cause the F&M Group to, notify the Purchaser of any emergency or other change in the Ordinary Course or in the operation of the Business and of any governmental complaints, investigations or hearings (or communications indicating that such may be contemplated) or adjudicatory proceedings involving any portion of the Business or the Assets, and will keep the Purchaser fully informed of such events and permit the Representatives of the Purchaser access to all materials prepared in connection therewith.

(3) The giving of any notice under this Section 7.5 does not in any way change or modify the representations and warranties of the Vendors, or the conditions to the obligations of the Purchaser, contained in this Agreement or otherwise affect the remedies available to the Purchaser under this Agreement.

7.6 Regulatory Approvals.

(1) Within ten (10) days from the date of execution of this Agreement, the Parties shall use their best efforts to submit the transaction for review by CADE, pursuant to Brazilian Law No. 12,529/2011, for the purpose of obtaining CADE Approval. The costs related to the submission of the Transaction to CADE, as contemplated herein (including administrative fees and other related expenses, except for each Party's own legal counsel fees and expenses), shall be borne by equally by the Vendors and the Purchaser. The Purchaser, the Vendors and their respective legal advisors shall be jointly responsible for drafting the documents and forms to be submitted to CADE.

(2) Each Party agrees not to delay or hinder the obtaining of CADE Approval and to cooperate with each other in good faith, providing any and all information necessary for the preparation of the notification required under Brazilian competition law, or requested by CADE during the review of the transaction, within the applicable deadlines, as well as to follow and participate in the process, including the review of any relevant documents.

(3) The Parties agree that neither Party shall comply with any restrictions or take any actions that may be imposed by CADE as a condition for the approval of the transaction, including those that may affect the structure of the transaction or require direct or indirect financial outlays. Furthermore,

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the Parties undertake to keep each other informed of the progress of the CADE Approval process, including any meetings or commitments with CADE, and shall notify one another of any such commitments at least two (2) business days in advance, allowing for the joint participation of the Parties' legal advisors in such official meetings.

(4) The Purchaser, the Vendors, and the F&M Group undertake not to consummate the transaction and to preserve competitive conditions until the final decision is issued by CADE.

(5) The Purchaser, the Vendors, and the F&M Group agree that the CADE Approval contemplated in this Section is a condition precedent to Closing and the consummation of the transaction, and that, in the event CADE issues a decision not approving the transaction, such transaction shall not proceed, and this Agreement shall be automatically terminated in accordance with Section 5.3(a).

(6) Agência Nacional de Petróleo - ANP Approval.

(a) It is hereby agreed that it shall be the joint responsibility of the Purchaser and the Vendors, who shall act in accordance with the applicable Brazilian laws, to conduct the process to obtain Agência Nacional de Petróleo - ANP Approval. Within ten (10) days from the date of execution of this Agreement, the Parties shall use their best efforts to submit the transaction for review by Agência Nacional de Petróleo - ANP, for the purpose of obtaining the approval. The costs related to the submission of the Transaction to Agência Nacional de Petróleo - ANP, as contemplated herein (including administrative fees and other related expenses, except for each Party's own legal counsel fees and expenses), shall be borne by the Vendors and the Purchaser equally. The Purchaser, the Vendors and their respective legal advisors shall be jointly responsible for drafting the documents and forms to be submitted to Agência Nacional de Petróleo - ANP.

(b) Each Party agrees not to delay or hinder the obtaining of Agência Nacional de Petróleo - ANP Approval and to cooperate with each other in good faith, providing any and all information necessary for the preparation of the notification required under Brazilian competition law, or requested by Agência Nacional de Petróleo - ANP during the review of the transaction, within the applicable deadlines, as well as to follow and participate in the process, including the review of any relevant documents.

(c) The Parties agree that neither Party shall comply with any restrictions or take any actions that may be imposed by Agência Nacional de Petróleo - ANP as a condition for the approval of the transaction, including those that may affect the structure of the transaction or require direct or indirect financial outlays. Furthermore, the Parties undertake to keep each other informed of the progress of the Agência Nacional de Petróleo - ANP Approval process, including any meetings or commitments with Agência Nacional de Petróleo - ANP, and shall notify one another of any such commitments at least two (2) business days in advance, allowing for the joint participation of the Parties' legal advisors in such official meetings.

(d) The Purchaser, the Vendors, and the F&M Group undertake not to consummate the transaction and to preserve competitive conditions until the final decision is issued by Agência Nacional de Petróleo - ANP.

(e) The Purchaser, the Vendors, and the F&M Group agree that the Agência Nacional de Petróleo - ANP Approval contemplated in this Section is a condition precedent to Closing and the consummation of the transaction, and that, in the event Agência Nacional de

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Petróleo - ANP issues a decision not approving the transaction, such transaction shall not proceed, and this Agreement shall be automatically terminated in accordance with Section 5.3(a).

(f) If the Transactions result in the severance of the corporate control relationship between the guarantor and the guaranteed party, a prior and express authorization shall be obtained before ANP, to replace the existing performance guarantee.

7.7 Preparation of Business Acquisition Report and Reserves Report

The Vendors acknowledges that the Purchaser may be required to prepare and file a business acquisition report and reserves report pursuant to Applicable Securities Law. In that regard, the and the Parent Guarantor, the Vendors and the Corporations shall provide the Purchaser with all information and assistance reasonably required by the Purchaser in order to complete and file any such business acquisition report and reserves report in accordance with the requirements of Applicable Securities Law, including providing access to applicable technical and financial Representatives. Without limiting the foregoing, the and the Parent Guarantor, the Vendors and the Corporations shall make available to the Purchaser, and consents to the use of, all financial statements, reserve information and other information of the F&M Group (the “Disclosure Information”) which may be required to be disclosed by the Purchaser in any Purchaser documents, including, without limitation, any business acquisition report, proxy statement or prospectus of the Purchaser, and any amendments thereto, as may be required under Applicable Securities Laws. Such financial statements shall be prepared in accordance with IFRS. If required by Applicable Securities Laws, such financial statements shall be audited or reviewed, as the case may be, by the Corporation’s auditors. If required by Applicable Securities Laws, reserves information shall be prepared in accordance with National Instrument 51-101 Standards of Disclosure for Oil and Gas Activities. The and the Parent Guarantor, the Vendors and the Corporations shall use its reasonable commercial efforts, at the expense of the Purchaser, to have its auditors and reserve engineers, to the extent required by Applicable Securities Laws, provide the consent to the use of their reports and the use of their name in connection with any disclosure by the Purchaser of such financial statements and/or reserves reports. For greater certainty any fees associated with the provision of the Disclosure Information, including obtaining consents of the experts preparing the Disclosure Information in any disclosure document, prospectus or proxy statement of the Purchaser shall be to the account of the Purchaser and shall not be included in the calculation of the Transaction Costs under this Agreement.

7.8 Non-Competition

During the period from Closing to the date that is sixty (60 months) from Closing, each of the Parent Guarantor and the Vendors shall not, and shall cause their Affiliates not to, without the prior written consent of the Purchaser, either individually or in partnership or jointly or in conjunction with any other Person, as principal, agent, director, officer, consultant, lender, contractor, employer, employee, interest holder, investor, shareholder, partner, limited partner or in any other manner, directly or indirectly, advise, assist, manage, carry on, establish, acquire control of, be engaged in, have any financial or other interest in (including any interest by way of royalty or other compensation arrangement), lend money to, guarantee the debts or obligations of, or permit any of the Parent Guarantor or the Vendors’ name, trade names or any part thereof to be used or employed by any Person that operates, is engaged in or has an interest in, a business anywhere within Brazil that is the same as, similar to, or competes with the Business or any material part thereof, provided that the Parent Guarantor and the Vendors shall not be in default of this Section 7.8 by virtue of: (i) it together with any of its Affiliates holding a passive investment representing no more than five percent (5%) of the issued and outstanding equity interests of any Person the equity of which is listed on a recognized stock exchange or any recognized electronic trading system, the business of which Person is, in whole or in part, in, similar to or in competition with the Business or any material part thereof, or (ii) it together with any of its Affiliates acquiring, directly or indirectly, after Closing, any of the issued and outstanding equity interests of a Person the business of which Person is, in whole or in part, in, similar to or in competition with the Business or any material part thereof, so long as

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such competing business does not comprise more than five percent (5%) of the consolidated revenues of the acquired Person and any of its Affiliates that are concurrently acquired therewith.

7.9 Non-Solicitation and Non-Disparagement. During the period from Closing to the date that is sixty (60 months) from Closing, each of the Parent Guarantor and the Vendors shall not, and shall cause its Affiliates not to in the case of Section 7.9(1), and shall cause its subsidiaries that are Affiliates not to in the case of Sections 7.9(2) and 7.9(3), without the prior written consent of the Purchaser, either individually or in partnership or jointly or in conjunction with any other Person, directly or indirectly, as principal, agent, consultant, lender, contractor, employer, interest holder, investor, shareholder, partner, limited partner or in any other manner:

(1) solicit or attempt to solicit, hire, recruit, attempt to hire or recruit, contract for the services of, or assist or encourage any Person to do any of the foregoing, or induce the termination of the employment of any Employee, or assist or encourage any such Employee to accept employment or engagement elsewhere; provided that nothing in this Section 7.9(1) shall prohibit: (a) the making of general advertisements for employment or contract services not specifically directed at such Employees or contractors; (b) the hiring of any such Employee that responds to any such general advertisement; (c) hiring any such Employee who initiates discussion regarding employment or engagement without any solicitation by the Vendors or its subsidiaries that are Affiliates; (d) hiring any such Employees whose employment or engagement has been terminated with the F&M Group; or (e) hiring any such Employee put forward by a recruitment agency that was not directed to solicit such Employee;

(2) in any manner, knowingly do or cause or permit to be done any acts, which may reasonably be expected to impair the relationship between the Business and its suppliers, customers, Employees, contractors, or any Governmental Authority or any other Person; or

(3) make any public statement, whether written or oral, (including the repetition or distribution of derogatory rumours, allegations, negative reports or comments) that denigrates, disparages or discredits the Purchaser, the F&M Group or the Business or any of its services or solutions, or the direct or indirect Employees, shareholders, directors, officers, partners or other Representatives of the Purchaser, the F&M Group or the Business. Notwithstanding the foregoing, the Vendors shall not be restricted from making statements under this Section 7.9(2) when giving evidence in court in connection with any Proceeding brought against such Vendors or if required or compelled to do so by any Governmental Authority, order of any Governmental Authority or Applicable Law.

7.10 Release. Effective from and after Closing, except for any rights or obligations under this Agreement or the Other Agreements, in consideration for the agreements and covenants of the Purchaser set forth in this Agreement, the Parent Guarantor and the Vendors, on behalf of itself and its Representatives (collectively, the "Vendors Releasors"), hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, the F&M Group and its Representatives (collectively, the "F&M Releases") for or with respect to, any and all Damages arising out of, relating to, or resulting from any Proceedings which the Vendors Releasors may have against the F&M Releases prior to the Closing Date, including participation in profits or earnings, equity, dividends or other renumeration owing to the Vendors. Except as provided herein, effective from and after the Closing, the Parent Guarantor and the Vendors hereby covenants and agrees that no Vendors Releasor shall, nor shall any Vendors Releasor cause its respective Affiliates or Representatives to, assert any Proceedings described in the foregoing sentence against any F&M Releasee. The provisions of this Section 7.10(1) are intended to be for the benefit of, and will be enforceable by, each of the F&M Releases and their respective successors and assigns as third party beneficiaries.

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(2) Effective from and after the Closing, except for any rights or obligations under this Agreement or the Other Agreements, in consideration for the agreements and covenants of the Vendors set forth in this Agreement, the F&M Group, on behalf of each of them and their Representatives (collectively, the "F&M Releasors"), hereby knowingly, voluntarily and unconditionally releases and forever discharges from and for, the Vendors and its Representatives (collectively, the "Vendors Releasees") for or with respect to, any and all Damages arising out of, relating to, or resulting from any Proceedings which the F&M Releasors may have against the Vendors Releasees prior to the Closing Date solely to the extent relating to the Vendors' capacity as a shareholder of the Corporations. Except as provided herein, effective from and after the Closing, the F&M Group hereby covenants and agrees that no F&M Releasor shall, nor shall any F&M Releasor cause its respective Affiliates or Representatives to, assert any Proceedings described in the foregoing sentence against any Vendors Releasee. The provisions of this Section 7.10(2) are intended to be for the benefit of, and will be enforceable by, each of the Vendors Releasees and their respective successors and assigns as third party beneficiaries.

7.11 Improper Influence and Conflict of Interest.

(1) Conflicts of Interest. No Representative of any Party shall give to or receive from, or has given to or received from, any Representative of any other Party or its Affiliates in connection with this Agreement (a) any gift, entertainment, or other benefit of significant cost or value; (b) any commission, fee or rebate or (c) any undisclosed offer of employment or other surreptitious business arrangement.

(2) Improper Influence. No Representative of any Party has offered or made, or shall offer or make, directly or indirectly, any payment or offer or give anything of value to any government official, any immediate family member of a government official or any political party to influence the government official's or any Governmental Authority's decision or to gain any other advantage for the Parties to this Agreement, the Parties or any of them arising out of this Agreement.

(3) Compliance with Applicable Laws. Without limiting any other provision in this Agreement, the Parties shall comply, in all material respects, with all Applicable Laws addressing anti-corruption, anti-money laundering or sanctions matters, whether within Canada, the United States or elsewhere, applicable to this Transaction.

ARTICLE 8

TAX MATTERS

8.1 Preparation and Filing of Tax Returns

The Purchaser shall cause to be prepared all Tax Returns of the F&M Group that relate to taxation periods commencing before the Closing Date and are not due for filing until after the Closing Date. The Vendors shall co-operate fully with the Purchaser in, and make available to the Purchaser in a timely fashion all information reasonably required for, the preparation of those Tax Returns. The Purchaser shall give the Vendors' Representative an opportunity to review and comment on those Tax Returns, by providing copies of them to F&M Limited, on behalf of the Vendors, at least 30 days (except for 10 days in the case of GST/HST, provincial sales tax, payroll and source deduction Taxes) before they are required by Applicable Law to be filed. The Purchaser shall reasonably consider all comments in respect of those Tax Returns received from the Vendors' Counsel at least 5 days prior to the required filing deadline for such Tax Returns. However, the Purchaser shall not be obligated to amend the Tax Returns to reflect any such comments.

8.2 Books and Records Relating to Taxes

Within ten (10) Business Days after the Closing Date, the and the Parent Guarantor and the Vendors shall deliver to the Purchaser copies of all documents relating to

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the Taxes of the F&M Group in respect of the Pre-Closing Periods that the and the Parent Guarantor and the Vendors retained pursuant to Section 7.2(2) and all working papers, correspondence and other documents prepared after the Closing Date which relate to Taxes for all Pre-Closing Periods.

8.3 Notification Requirements

The Purchaser shall promptly forward to the Vendors all written notifications and other written communications from any Governmental Authority received by the Purchaser or the F&M Group relating to Taxes of the F&M Group for all Pre-Closing Periods, and shall promptly inform the Vendors of any audit proposed to be undertaken and any adjustment proposed in writing to be made by any Governmental Authority in respect of a Pre-Closing Period. Notwithstanding the obligation of the Purchaser to give prompt notice as required above, the failure of the Purchaser to give that prompt notice does not relieve the Vendors of its obligations under this Article 8 except to the extent (if any) that the Vendors have been prejudiced thereby.

8.4 Vendors Indemnification

From and after the Closing Date, the Vendors shall severally and not jointly and severally indemnify and save harmless the Purchaser and shall pay to the Purchaser on demand, the amount of any and all Losses attributable to any inaccuracy in, or breach of, a representation and warranty made in Sections 10.21(34) and 10.21(52) (insofar as Section 10.21(52) relates to Tax matters) and the corresponding representation and warranty made in the Closing Certificate and the Vendors shall jointly and severally indemnify and save harmless the Purchaser for all Taxes payable by the F&M Group for all Pre-Closing Periods. For the purposes of this Section, "Losses" include Losses suffered or incurred by the Corporations.

8.5 Allocation of Taxes for Straddle Periods

All Taxes and Tax liabilities with respect to the Corporations that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period on the basis that the Straddle Period consisted of two (2) taxable periods, one that ended at the close of business on the day immediately before the Closing Date and the other that began on the Closing Date, and such Taxes shall be allocated between such two (2) periods in the following manner:

in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and
in the case of any other Taxes (such as Taxes based upon or measured by net income or gain, activities, events, transfers or supplies), the amount of such Tax that is allocable to the portion of such Straddle Period that ends on the day immediately before the Closing Date shall be deemed to be equal to the amount that would be payable if the relevant Straddle Period had ended at the close of business on the day immediately before the Closing Date.

8.6 Purchaser's Contest Rights

Subject to Section 8.7, the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of the F&M Group. The Purchaser shall keep the Vendors duly informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to this Article 8 and promptly provide the Vendors with copies of all correspondence and documents relating to those proceedings. The Vendors shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement.

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8.7 Vendors' Contest Rights.

(1) The Vendors may at any time by written notice to the Purchaser elect to control, defend, settle, compromise or prosecute in any manner an audit, examination, investigation, or other proceeding with respect to Taxes or Tax issues related to any matter in respect of which the Purchaser may have a right of indemnification pursuant to this Article 8, except that:

(a) the Vendors shall deliver to the Purchaser a written agreement that the Purchaser is entitled to indemnification for all Losses arising out of that audit, examination or other proceeding and that the Vendors shall be liable for the entire amount of those Losses;

(b) the Vendors may not, without the written consent of the Purchaser, settle or compromise Taxes or Tax issues related to any matter which may affect Tax liabilities of the Purchaser or the F&M Group for a Post-Closing Period; and

(c) the Vendors shall pay to the Purchaser the amount of all Taxes (including, for greater certainty, interest and penalties) specified in the notice of assessment or other claim from the Governmental Authority to which the Purchaser's indemnity Claim relates within 10 Business Days before the amount is required to be paid to the Governmental Authority or within 10 Business Days after the Purchaser has forwarded to the Vendors a Claim for indemnity.

(2) The Purchaser and/or the F&M Group, as applicable, shall execute or cause to be executed such documents or take such action as reasonably requested by the Vendors to enable the Vendors to take any action they deem appropriate with respect to any proceedings in respect of which the Vendors have contest rights under this Agreement. In addition:

(a) the Vendors shall keep the Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by the Purchaser or the F&M Group; and

(b) the Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.

8.8 Indemnification Procedures. Except to the extent expressly provided to the contrary in this Article 8, the general procedures regarding notice and pursuit of indemnification Claims set forth in Article 9 apply to all Claims for indemnification made under this Article 8, except that notwithstanding any provision of Article 9 to the contrary, if a Claim for indemnification involves any matter covered in this Article 8, then the contest provisions of Sections 8.6 and 8.7, as applicable, control regarding the defence and handling of any such Third Party Claim that could give rise to an indemnification obligation on the part of the Vendors. Except as provided in Section 6.4(b), there is no limit on the time period during which a Claim for indemnification may be made under this Article 8.

8.9 Excessive Eligible Dividends. The Vendors irrevocably consent to and concur in the making of the election in subsection 185.1(2) of the Tax Act (or any provincial equivalent) should the F&M Group be assessed under Part III.1 of the Tax Act for making an "excessive eligible dividend designation" in respect of any Pre-Closing Period, and further irrevocably agree to do all such things and take all such actions as the Purchaser may reasonably request to further evidence or perfect such consent and concurrence or otherwise ensure that F&M Group does not incur any liability under Part III.1 of the Tax Act for making any such "excessive eligible dividend designation" during a Pre-Closing Period.

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8.10 Excessive Capital Dividends. The Vendors irrevocably consent to and concur in the making of the election in subsection 184(3) of the Tax Act (or any provincial equivalent) should the F&M Group be assessed under Part III of the Tax Act for making an excessive capital dividend election in respect of any Pre-Closing Period, and further irrevocably agree to do all such things and take all such actions as the Purchaser may reasonably request to further evidence or perfect such consent and concurrence or otherwise ensure that the F&M Group does not incur any liability under Part III of the Tax Act for making an excessive capital dividend election during a Pre-Closing Period.

ARTICLE 9

INDEMNIFICATION

9.1 Definitions. In this Article 9:

(1) "Claim" means any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may give rise to a right of indemnification under this Agreement.

(2) "Direct Claim" means any Claim by an Indemnitee against an Indemnitor which does not result from a Third Party Claim.

(3) "Increased Amount" has the meaning attributed to that term in Section 9.11(3).

(4) "Indemnitee" means any Person entitled to indemnification under this Agreement.

(5) "Indemnitees Representative" means:

(a) in respect of the Purchaser Indemnitees, the Purchaser; and

(b) in respect of the Vendor's Indemnitees, the Vendors.

(6) "Indemnitor" means any Party obligated to provide indemnification under this Agreement.

(7) "Indemnification Notice" means written notice by an Indemnitee to the applicable Indemnitor or Indemnitors of a Third Party Claim or Direct Claim, as the case may be.

(8) "Losses" means any and all loss, liability, obligation, damage, cost, expense, charge, fine, penalty or assessment, suffered, incurred, sustained or required to be paid by the Person seeking indemnification, (including lawyers', experts' and consultants' fees and expenses), directly resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto, but: (i) excluding any contingent liability until it becomes actual; (ii) reduced by any net Tax benefit; and (iii) reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Persons.

(9) "Payment" has the meaning attributed to that term in Section 9.11(4).

(10) "Purchaser Indemnitees" means the shareholders and Representatives of the Purchaser, and related Persons.

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(11) “Third Party Claim” means any Claim asserted against an Indemnitee by any Person who is not a Party or an Affiliate of a Party.

(12) “Vendor’s Indemnites” means the shareholders and the Representatives of each Vendors, and related Persons.

9.2 Indemnification by the Vendors

In addition to any other indemnification provided by the Vendors contained in this Agreement and subject to this Article 9, the Vendors shall severally and jointly indemnify and save harmless the Purchaser and, to the extent named or involved in any Third Party Claim, the Purchaser Indemnites from, and shall pay to the Purchaser and the Purchaser Indemnites, on demand, the amount of any and all Losses, as a result of or arising in connection with:

(a) any inaccuracy of or any breach of any representation or warranty made by any of the Vendors or the Corporations in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Purchaser relied on or had knowledge of it;

(b) any breach or non-performance by any of the Vendors or the Corporations of any covenant or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and

(c) any Claim by any Person for brokerage or finder’s fees, commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Vendors or the F&M Group (or any Person acting on their behalf) in connection with the Transaction; and

(d) arising from any Claim related to the termination of the Business Combination Agreement.

9.3 Indemnification by the Vendors with Respect to Environmental Matters

In addition to the indemnification provided by the Vendors in Section 9.2 and to any other indemnifications provided by the Vendors contained in this Agreement and subject to this Article 9, the Vendors shall jointly and severally indemnify and save harmless the Purchaser and the Purchaser Indemnites from, and shall pay to the Purchaser and the Purchaser Indemnites on demand, the amount of any and all Losses (including costs of clean-up) as a result of or arising in connection with:

(a) the ownership, operation or condition of the Assets, including the Real Property and the Leased Property, prior to the Effective Time;

(b) the presence, whether known or unknown, of Contaminants on, under, or migrating from, any Real Property or Leased Property at any time prior to the Effective Time; and

(c) without limiting the generality of the foregoing, any cost recovery action or allegation in the nature of a cost-recovery action under Environmental Laws in relation to Sections 9.3(a) or 9.3(b);

whether or not the Losses first occur, or are alleged to have occurred, before or after the Effective Time.

9.4 Indemnification by the Purchaser

In addition to any other indemnification provided by the Purchaser contained in this Agreement and subject to this Article 9, the Purchaser shall indemnify and save harmless the Vendors and, to the extent named or involved in any Third Party Claim, the Vendor’s

Indemnitees from, and shall pay to the Vendors and the Vendor’s Indemnitees, on demand, the amount of any and all Losses as a result of or arising in connection with:

(a) any inaccuracy of or any breach of any representation or warranty made by the Purchaser in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, whether or not the Vendors relied on or had knowledge of it;

(b) any breach or non-performance by the Purchaser of any covenant or other obligation contained in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement; and

(c) any Claim by any Person for brokerage or finder’s fees, commission or similar payments based on any agreement or understanding made or alleged to have been made by any such Person with the Purchaser (or any Person acting on its behalf) in connection with the Transaction.

9.5 Limitations.

(1) For purposes of calculating Losses pursuant to this Article, each of the representations and warranties made by the Vendors shall be deemed to have been made without the inclusion of or reference to the limitations or qualifications as to materiality and/or knowledge.

(2) Notwithstanding any other provision of this Agreement to the contrary, an Indemnifying Party will have liability for, or obligation with respect to, special, indirect, consequential, punitive, exemplary or aggravated Losses in respect of Claims made in accordance with this Article 9 unless such Losses arise or result from, or are in respect of, any Third-Party Claim as determined by a court of competent jurisdiction.

(3) Notwithstanding any other provision of this Agreement to the contrary, the aggregate amount of Losses for which the Vendors shall be liable in respect of indemnification pursuant to this Agreement shall be limited to the aggregate of:

(a) the Second Tranche Shares and the Third Tranche Shares granted in accordance with the consideration provisions of Section 2.3; and

(b) US$750,000 in cash, which with respect to each Vendor, shall be limited to a pro rata portion of such US$750,000 based on the number of Consideration Shares received by each Vendor divided by the total number of Consideration Shares issued at such time.

9.6 Notice of Claim.

(1) An Indemnitee, promptly on becoming aware of any circumstances that have given or could give rise to a Third Party Claim or a Direct Claim, shall give an Indemnification Notice of those circumstances to its Indemnitees Representative and to the applicable Indemnitor or Indemnitors. The Indemnification Notice will specify whether the Losses arise as a result of a Third Party Claim or a Direct Claim, and will also specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known.

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(2) The failure to give, or delay in giving, an Indemnification Notice does not relieve the Indemnitor of its obligations except and only to the extent of any prejudice caused to the Indemnitor by that failure or delay.

(3) Provided that the Indemnitee gives an Indemnification Notice of the Claim to the Indemnitor on or prior to the expiry of the applicable time period related to that representation and warranty or covenant, as the case may be, set out in Sections 6.4 and 6.5, liability of the Indemnitor for that representation, warranty or covenant will continue in full force and effect until the final determination of that Claim.

(4) The Indemnitee, from the time it receives notice of the Third Party Claim, and its Indemnitees Representative, from the earlier of the time it receives notice of the Third Party Claim and the time it receives the Indemnification Notice, must use its best efforts to protect its rights and the rights of the Indemnitor with respect to that Third Party Claim.

9.7 Third Party Claims.

(1) The Indemnitor has the right, by notice to the applicable Indemnitees Representative given not later than 30 days after receipt of the Indemnification Notice, to assume control of the defence, compromise or settlement of the Third Party Claim provided that:

(a) the Third Party Claim involves only money damages and does not seek any injunctive or other equitable relief;

(b) if the named parties in any Third Party Claim include both the Indemnitor and the Indemnitee, representation by the same counsel would, in the judgment of the Indemnitee, still be appropriate notwithstanding any actual or potential differing interests between them (including the availability of different defences);

(c) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the judgment of the Indemnitee, likely to establish a precedent, custom or practice adverse to the continuing business interest of the Indemnitee; and

(d) the Indemnitor, from time to time, at the request of the Indemnitees Representative, provides reasonable assurance to the Indemnitees Representative of its financial capacity to defend that Third Party Claim and to provide indemnification in respect thereof.

(2) On the assumption of control by the Indemnitor, it is conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of, and is subject to, the indemnification pursuant to this Article 9, and:

(a) the Indemnitor will actively and diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnitor’s sole cost and expense, including the retaining of counsel reasonably satisfactory to the Indemnitees Representative;

(b) the Indemnitor will keep the Indemnitees Representative fully advised with respect to the defence, compromise or settlement of the Third Party Claim (including supplying copies of all relevant documents promptly as they become available) and will arrange for its counsel to inform the Indemnitees Representative on a regular basis of the status of the Third Party Claim;

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(c) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defence of the Third Party Claim (provided the Indemnitor shall continue to control that defence); and

(d) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless consented to by the Indemnitee's Representative (which consent may not be unreasonably or arbitrarily withheld, delayed or conditioned).

(3) Provided all the conditions set forth in Section 9.7(1) are satisfied and the Indemnitor is not in breach of any of its obligations under Section 9.7(2), each of the Indemnitee and its Indemnitee Representative will, at the expense of the Indemnitor, co-operate with the Indemnitor and use its best efforts to make available to the Indemnitor all relevant information in its possession or under its control (provided that it does not cause the Indemnitee or its Indemnitee Representative to breach any confidentiality obligations) and will take such other steps as are, in the reasonable opinion of counsel for the Indemnitor, necessary to enable the Indemnitor to conduct that defence, provided always that:

(a) no admission of fault may be made by or on behalf of the Purchaser or any Purchaser Indemnitee without the prior written consent of the Purchaser;

(b) no admission of fault may be made by or on behalf of any Vendor or any Vendor's Indemnitee without the prior written consent of such Vendor; and

(c) the Indemnitee and its Indemnitee Representative are not obligated to take any measures which, in the reasonable opinion of the Indemnitee's legal counsel, could be prejudicial or unfavourable to the Indemnitee.

(4) If (i) the Indemnitor does not give the relevant Indemnitee Representative the notice provided in Section 9.7(1), (ii) any of the conditions in Section 9.7(1) are unsatisfied, or (iii) the Indemnitor breaches any of its obligations under Sections 9.7(2) or 9.7(3), the applicable Indemnitee Representative may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and is entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnitor's sole cost and expense. Any settlement or other final determination of the Third Party Claim will be binding on the Indemnitor. The Indemnitor will, at its sole cost and expense, cooperate fully with the Indemnitee and its Indemnitee Representative and use its best efforts to make available to the Indemnitee and its Indemnitee Representative all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnitee, necessary to enable the Indemnitee to conduct the defence. The Indemnitor will reimburse the Indemnitee and its Indemnitee Representative promptly and periodically for the costs of defending against the Third Party Claim (including legal fees and expenses), and will remain responsible for any Losses the Indemnitee and its Indemnitee Representative may suffer resulting from, arising out of or relating to the Third Party Claim to the fullest extent provided in this Article 9.

9.8 Direct Claims. Following receipt of an Indemnification Notice in respect of a Direct Claim, the Indemnitor has 60 days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnitee shall make available to the Indemnitor the information relied on by the Indemnitee to substantiate the Direct Claim, together with such information as the Indemnitor may reasonably request. If the Parties agree at or prior to the expiry of this 60 day period (or prior to the expiry of any extension of this period agreed to by the Parties) as to the validity and amount

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of that Direct Claim, the Indemnitor shall immediately pay to the Indemnitee the full amount as agreed to by the Parties of the Direct Claim, failing which the matter shall be referred to binding arbitration in such manner as the parties may agree or shall be determined by a court of competent jurisdiction. For clarity, the Purchaser is deemed to have incurred or suffered Losses as of and from the Closing Date as a consequence of any reduction in the value of the Assets resulting from an inaccuracy or breach of any representation or warranty by the Vendors or by any of them or any breach or non-fulfillment by the Vendors or by any of them of any of their covenants or obligations under this Agreement.

9.9 Waiver. The Indemnitor waives any right it may have to require an Indemnitee to proceed against or enforce any other right, power, remedy or security or to claim payment from any other Person before claiming under the indemnity provided for in this Article 9. It is not necessary for an Indemnitee to incur expense or make payment before enforcing that indemnity.

9.10 Duty to Mitigate and Subrogation.

(1) Nothing in this Agreement in any way restricts or limits the general obligation under Applicable Law of an Indemnitee to mitigate any loss which it may suffer or incur by reason of a breach by an Indemnitor of any representation, warranty, covenant or obligation of the Indemnitor under this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

(2) The Indemnitee shall, to the extent permitted by Applicable Law, subrogate its rights relating to any Third Party Claim to the Indemnitor and shall make all counterclaims and implead all third Persons as may be reasonably required by the Indemnitor, the whole at the cost and expense of the Indemnitor.

9.11 Obligation to Reimburse.

(1) The Indemnitor shall reimburse to the Indemnitee the amount of any Losses as of the later of (i) date that the Indemnitee incurs any such Losses and (ii) the date of demand by the Indemnitee, together with interest thereon from that date until payment in full, at the rate per annum equal to the prime lending rate of National Bank of Canada from time to time plus 2.0%, that payment being made without prejudice to the Indemnitor's right to contest the basis of the Indemnitee's Claim for indemnification.

(2) The amount of any and all Losses under this Article 9 are to be determined net of any amounts recovered or recoverable by the Indemnitee under insurance policies, indemnities, reimbursement arrangements or similar contracts with respect to those Losses. The Indemnitee shall take all appropriate steps to enforce that recovery. Each Party waives, to the extent permitted under its applicable insurance policies, any subrogation rights that its insurer may have with respect to any indemnifiable Losses.

(3) If an Indemnitee is subject to Tax in respect of the receipt of an amount pursuant to this Article 9, after taking into account any offsetting deduction or tax credit that can be immediately utilized and/or applied in respect of the applicable Losses, then the amount payable by the Indemnitor will be increased by an amount (the "Increased Amount") such that the Indemnitee will be in the same position after paying Tax on the amount received hereunder, including any Taxes payable on the Increased Amount, as the Indemnitee would have been in had the Losses giving rise to that payment not arisen and had that amount not been payable.

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(4) If any payment (the "Payment") made pursuant to this Article 9 is subject to GST/HST or is deemed by the ETA or any similar provision of any Applicable Law to be inclusive of GST/HST, the Indemnitor will pay to the Indemnitee, in addition to the Payment, an amount equal to the GST/HST in connection with that Payment and that additional amount.

9.12 Exclusivity. Unless otherwise provided in this Agreement or any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, the provisions of this Article 9 constitute the sole remedy available to any Vendor and the Purchaser to any Claim for breach of covenants, representation, warranty or other obligation or provision of this Agreement or any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement (other than a Claim for specific performance or injunctive relief) and to any and all other indemnities provided in this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement.

9.13 Set-Off. A Party is entitled to set-off any Losses subject to indemnification under this Agreement or in any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement against any other amounts payable by the Party to another party whether under this Agreement or otherwise.

9.14 Pro-Sandbagging. The right to indemnification, payment, reimbursement, or other remedy based upon any such representation, warranty, covenant, or obligation will not be affected by any investigation conducted or any Knowledge acquired at any time, whether before or after the execution and delivery of this Agreement or the Closing Date, with respect to the accuracy or inaccuracy of, or compliance with, such representation, warranty, covenant, or obligation.

9.15 Trust and Agency. The Purchaser accepts each indemnity in favour of any of the Purchaser Indemnitees that is not a Party as agent and trustee of that Purchaser Indemnitee and may enforce any such indemnity in favour of that Purchaser Indemnitee on behalf of that Purchaser Indemnitee. Each Vendors accepts each indemnity in favour of any of the Vendor's Indemnitees as agent and trustee of that Vendor's Indemnitee and may enforce any such indemnity in favour of that Vendor's Indemnitee on behalf of that Vendor's Indemnitee.

9.16 Joint and Several Liability. Except as expressly provided in this Agreement, all of the obligations and liabilities of the Vendors under this Agreement and under any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement including the representations and warranties and indemnities contained in this Agreement and in any such other contract, certificate or other documents, are and are deemed to be obligations and liabilities of the Vendors.

9.17 Specific Performance. The Parties agree that irreparable harm would occur for which monetary damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed or complied with in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek equitable remedies, including an injunction or injunctions, specific performance and other equitable relief, to prevent or cure breaches or threatened breaches of the provisions of this Agreement and to specifically enforce the terms and provisions of this Agreement.

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ARTICLE 10
GENERAL

10.1 Confidentiality of Information.

(1) The Parties acknowledge that the Parties entered into the Confidentiality Agreement. Upon Closing, the Confidentiality Agreement will terminate. If the Closing does not occur, the Confidentiality Agreement will remain in effect in accordance with and subject to its terms.

(2) For a period two (2) years following Closing, the Parent Guarantor and the Vendors shall maintain all F&M Group Information in its or its Affiliate’s possession as follows:

(a) the Parent Guarantor and the Vendors will treat confidentially and not disclose, and will cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement, the F&M Group Information;

(b) the Parent Guarantor and the Vendors may disclose F&M Group Information only to those of its Representatives who need to know such F&M Group Information for the purpose of implementing the Transactions. The Parent Guarantor and the Vendors will not use, nor permit its Representatives to use, F&M Group Information for any other purpose. The Parent Guarantor and the Vendors will be responsible for any and all breaches of the terms of this Agreement by their Representatives of these obligations relating to F&M Group Information;

(c) if the Parent Guarantor and the Vendors or any of its Representatives receives a request and is legally required to disclose all or any part of the F&M Group Information, the Parent Guarantor and the Vendors will, to the extent permitted by Applicable Law: (i) immediately notify the Purchaser of the request or requirement, (ii) consult with the Purchaser on the advisability of taking legally available steps to resist or narrow the request or lawfully avoid the requirement, and (iii) if requested by the Purchaser, take all necessary steps (at Purchaser’s sole cost and expense) to seek a protective order or other appropriate remedy. If a protective order or other remedy is not available, or if the Purchaser waives compliance with the provisions of this Section 10.1(2)(c), then: (A) the Parent Guarantor and the Vendors or its Representatives, as the case may be, may disclose to the Person requiring disclosure only that portion of the F&M Group Information which the Parent Guarantor and the Vendors are advised by written opinion of counsel is legally required to be disclosed, and (B) the Parent Guarantor and the Vendors will not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by the Parent Guarantor and the Vendors or its Representatives not permitted by this Agreement.

10.2 Public Announcements.

(1) Each of the Purchaser and F&M Limited, on behalf of the Vendors, agree to consult with each other prior to any of the Parties issuing, or permitting any of its directors, officers, employees or agents to issue, any press releases or otherwise making public statements with respect to this Agreement or the Transaction or making any filing with any Governmental Authority with respect thereto. Without limiting the generality of the foregoing, no Party will issue any press release regarding the Transaction, this Agreement or any transaction relating to this Agreement without first providing a draft of such press release to the Purchaser or F&M Limited, on behalf of the Vendors and the Parent Guarantor, and reasonable opportunity for comment; provided, however, that the foregoing

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will be subject to each Party's overriding obligation to make any such disclosure required in accordance with Applicable Laws. If such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure will use all commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice promptly following such disclosure.

(2) Further provided however, that the Purchaser shall be permitted to include financial or other information pertaining to the F&M Group in a business acquisition report or any other document required to be publicly filed under Applicable Securities Laws as is necessary to comply with Applicable Securities Laws.

10.3 Disclosure and Consultation.

(a) Before any public statement or press release concerning the Transactions, no Party shall disclose this Agreement or any aspect of the Transactions except:

(i) to its board of directors, its senior management, its legal, accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing required in connection with the Transactions and counsel to that institution, provided that the disclosing Party shall cause each recipient of any such disclosure to keep confidential all information relating to the Agreement and any aspects of the Transactions disclosed to it by the disclosing Party;

(ii) as may be required by any Applicable Law; or

(iii) as agreed by the Parties.

(2) The Vendors and the Purchaser shall consult with each other concerning the manner by which the Employees, customers, suppliers and other Persons having dealings with the F&M Group shall be informed of the Transactions, and the Purchaser shall have the right to be present for any such communication.

10.4 Expenses.

Each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transactions, including all fees and expenses of its legal counsel, bankers, investment bankers, brokers, accountants or other representatives or consultants. Notwithstanding the foregoing, the Vendors shall pay all of the aforementioned expense of the Corporation.

10.5 Best Efforts.

In this Agreement, unless specified otherwise, an obligation of any Party to use its best efforts to obtain any Approval does not require the Party to make any payment to any Person for the purpose of procuring the Approval, except for payments for amounts due and payable to that Person, payments for incidental expenses incurred by that Person and payments required by any Applicable Law.

10.6 No Third Party Beneficiary.

Except as provided for in Section 9.15, this Agreement is solely for the benefit of the Parties and no third party accrues any benefit, claim or right of any kind pursuant to, under, by or through this Agreement.

10.7 Entire Agreement.

This Agreement together with the Confidentiality Agreement and the other agreements to be entered into as contemplated by this Agreement (the "Other Agreements") constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and the Other Agreements and supersede all prior correspondence, agreements, negotiations, discussions and

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understandings, written or oral, including the Letter of Intent dated July 7, 2025 between the Bharti Family Trust and the Purchaser. Except as specifically set out in this Agreement, the Confidentiality Agreement, the Other Agreements or in any other certificate or instrument executed and delivered pursuant to this Agreement, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Agreement, the Confidentiality Agreement or the Other Agreements or which induced any Party to enter into this Agreement, the Confidentiality Agreement or the Other Agreements. No reliance is placed on any representation, warranty, opinion, advice or assertion of fact made either prior to, concurrently with, or after entering into, this Agreement or any Other Agreement, or any amendment or supplement hereto or thereto, by any Party to this Agreement, the Confidentiality Agreement or any Other Agreement or its Representatives, to any other Party or its Representatives, except to the extent the representation, warranty, opinion, advice or assertion of fact has been reduced to writing and included as a term in this Agreement, the Confidentiality Agreement or that Other Agreement, and none of the parties to this Agreement or any Other Agreement has been induced to enter into this Agreement, the Confidentiality Agreement or any Other Agreement or any amendment or supplement by reason of any such representation, warranty, opinion, advice or assertion of fact.

10.8 Non-Merger. Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

10.9 Time of Essence. Time is of the essence of this Agreement.

10.10 Amendment. This Agreement may be supplemented, amended, restated, modified or replaced only by written agreement signed by each Party.

10.11 Waiver of Rights. Any waiver of, or consent to depart from, the requirements of any provision of this Agreement is effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement operates as a waiver of that right. No single or partial exercise of any such right precludes any other or further exercise of that right or the exercise of any other right. The waiver by a Party of any default, breach or non-compliance under this Agreement will not operate as a waiver of that Party's rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

10.12 Jurisdiction. The Parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of Alberta sitting in Calgary in respect of all disputes arising out of, or in connection with, this Agreement, or in respect of any legal relationship associated with it or derived from it.

10.13 Governing Law. This Agreement is governed by, and interpreted and enforced in accordance with, the laws of the Province of Alberta and the laws of Canada applicable in that province, excluding the choice of law rules of that province.

10.14 Notices.

(1) Any notice, demand or other communication (in this Section 10.14, a "notice") required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if:

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(a) delivered in person and left with a receptionist or other responsible employee of the relevant Party at the applicable address set forth below;
(b) sent by prepaid courier service or (except in the case of actual or apprehended disruption of postal service) mail to the applicable address set forth below; or
(c) transmitted by recorded electronic communication to the applicable address set forth below;

in the case of a notice to the Parent Guarantor, the Vendors and the Corporations, addressed to it at:

198 Davenport Road
Toronto, Ontario, J5R 1J2

Attention: Stan Bharti
Email address: [Redacted - Personal Information]

with a copy (not constituting notice) to:

Cassels Brock & Blackwell LLP
40 Temperance Street, Suite 3200
Toronto, ON M5H 0B4

Attention: Jonathan Sherman
Email address: [Redacted - Personal Information]

in the case of a notice to the Purchaser, addressed to it at:

Suite 1650, 801 - 6 Avenue SW
Calgary, Alberta T2P 3W2

Attention: Jason D'Silva
Email address: [Redacted - Personal Information]

with a copy (not constituting notice) to:

Borden Ladner Gervais LLP
1900, 520 – 3rd Avenue SW
Calgary, Alberta T2P 0R3

Attention: Steven Pearson
Email address: [Redacted - Personal Information]

(2) Any notice sent in accordance with this Section 10.14 is deemed to have been received:

(a) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery;

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(b) if sent by mail, on the fifth Business Day after mailing in the place where the notice is received, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption;

(d) if sent in any other manner, on the date of actual receipt,

except that any notice delivered in person or transmitted by recorded electronic communication not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.

(3) Any Party may change its address for notice by giving notice to the other Parties.

10.15 Assignment. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person.

10.16 Further Assurances. Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that any other Party may reasonably require, for the purposes of giving effect to this Agreement.

10.17 Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

10.18 Successors. This Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

10.19 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

10.20 Independent Legal Advice; Construction. Each of the Parties hereby acknowledges that they entered into this Agreement willingly with full knowledge of the obligations imposed by the terms of this Agreement. Each of the Parties further acknowledges that they has been advised to, and been afforded the opportunity to, obtain independent legal advice and confirm by the execution of this Agreement that they have either done so or has expressly determined not to seek such advice and waived their right to do so and agree that this Agreement constitutes a binding legal obligation and that they are prevented from raising any Proceedings on the basis that they had not obtained such advice. Any rule of Applicable Law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the

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Party that drafted it (including the principle of contra proferentem) has no application and any such right is expressly waived by each of the Parties.

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IN WITNESS WHEREOF, the Parties have duly executed this Share Purchase Agreement on the date first above written.

FORBES & MANHATTAN INC.

By: (signed) “Stan Bharti”
Name: Stan Bharti
Title: Owner

FORBES & MANHATTAN LIMITED

By: (signed) “Stan Bharti”
Name: Stan Bharti
Title: Owner

1917478 HOLDINGS ULC

By: (signed) “Julian Bharti”
Name: Julian Bharti
Title: President

1313986 BC ULC

By: (signed) “Christy Bharti”
Name: Christy Bharti
Title: Owner

(signed) “Neil Said”
Witness Name: Neil Said

(signed) “Peter Tagliamonte”
PETER TAGLIAMONTE

(signed) “Craig Marchuck”
Witness Name: Craig Marchuck

(signed) “Neil Said”
NEIL SAID

(signed) "Neil Said"
Witness Name: Neil Said
(signed) "Craig Marchuck"
CRAIG MARCHUK

FORBES & MANHATTAN RESOURCES INC.

By: (signed) "Stan Bharti"
Name: Stan Bharti
Title: Owner

FORBES PARTICIPAÇÕES LTDA.

By: (signed) "Stan Bharti"
Name: Stan Bharti
Title: Owner

QUESTERRE ENERGY CORPORATION

By: (signed) "Michael Binnion"
Name: Michael Binnion
Title: President & Chief Executive Officer

SCHEDULE 1.1(2)
ADDITIONAL DISCLOSURE SCHEDULE

10.21 Representations and Warranties Relating to the F&M Group. Each of the Vendors and the Corporations jointly and severally represents and warrants to the Purchaser as follows and acknowledge that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and that the Purchaser would not purchase the Purchased Shares without these representations and warranties:

(1) Organization and Status. Each of the F&M Group is duly existing, and is validly subsisting, under the laws of the jurisdiction set out opposite its name in Schedule 10.21(1) and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction. Each of the F&M Group is duly registered, licensed or qualified as an extra-provincial or foreign corporation, is in good standing and up-to-date in the filing of all corporate and similar returns, under the laws of the jurisdictions set out opposite its name in Schedule 10.21(1). The jurisdictions set out in Schedule 10.21(1) are the only jurisdictions in which the nature of the Business or the Assets makes the registration, licensing or qualification necessary.

(2) Corporate Power.

(a) The Corporations have all necessary corporate power, authority and capacity to enter into this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

(b) The F&M Group has all necessary corporate power and authority to own or lease the Assets and to carry on the Business as now being conducted by them and as previously having been conducted by them.

(4) Authorized and Issued Capital. Schedule 10.21(4) sets out the authorized and issued shares of each of the Corporations and the Subsidiaries, the names of the Persons who are shown on the securities register of the of the Corporations and the Subsidiaries as the holder of any of the shares, the names of the Persons who are the beneficial owners of any of the shares, and the number and class of shares held or owned, as the case may be, by each Person. All of the shares indicated in Schedule 10.21(4) are the only issued and outstanding shares of the F&M Group and have been validly issued and are outstanding as fully paid and non-assessable shares, and were not issued in violation of the pre-emptive rights of any Person or any Contract or Applicable Law by which the issuing Corporations and the Subsidiaries was bound as the time of the issuance. Other than as set out on Schedule 10.21(4), there are no shareholders agreements, voting trusts, pooling agreements or other Contracts, arrangements or understandings in respect of the voting of any of the shares of the Corporations and the Subsidiaries. True, accurate and complete copies of the Constating Documents (including all Contracts, arrangements and understandings set out in Schedule 10.21(4)) and other organizational documents of the of the Corporation and the Subsidiaries, or where those Contracts, arrangements or understandings are oral, true, accurate and complete written summaries of their terms, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date hereof.

(5) Authorization. All necessary corporate action has been taken by it or on its part to authorize its execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

(6) Restrictions on Transfer. There are no restrictions of any kind on the transfer of the Purchased Shares, other than those restrictions on transfer required by Applicable Law or set out in the Constating Documents of the Corporations.

(7) Options. No Person has any Contract or any right or privilege capable of becoming a Contract, including any rights, subscriptions, warrants, options, conversion rights, convertible securities, warrants or convertible obligations of any nature, calls, commitments or plans or agreements of any kind outstanding for the purchase, subscription, allotment or issuance of any issued or unissued shares or other securities of the Corporations or the Subsidiaries, including any securities convertible into or exchangeable for shares or other securities of any of the Corporations and the Subsidiaries.

(8) Absence of Conflict. The completion of the Transactions will not (whether after the passage of time or notice or both) result in:

(a) the breach or violation of any of the provisions of, or constitute a default under, or give any Person the right to seek or cause a termination, cancellation, amendment or renegotiation of any Contract to which the F&M Group is a party or by which any of the Assets is bound or affected or any Contract in respect of an Employee Plan;

(b) the breach or violation of any of the provisions of, or constitute a default under, or conflict with any of the obligations of the F&M Group under:

(i) any provision of the Constating Documents or resolutions of the board of directors (or any committee thereof) or shareholders of the F&M Group;

(ii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over the F&M Group;

(iii) any Approval issued to, or held by, one or more of the F&M Group or held, for the benefit of or necessary to the operation of, the F&M Group or the Business; or

(iv) any Applicable Law;

(d) the requirement of any Approval from any of the creditors of the F&M Group other than the Bondholders.

(9) Conduct of Business. The F&M Group have complied with, and have conducted the Business in compliance with, all Applicable Laws. The Business is the only business operation carried on by the F&M Group and the Assets are sufficient to permit the continued operation of the Business in substantially the same manner as conducted in the one-year period preceding the date of this Agreement. During the two-year period preceding the date of this Agreement, there has not been any significant interruption of operations (being an interruption of more than one Business Day) of the Business.

(10) No Restrictions on Business. The F&M Group is not party to or bound or affected by any commitment, agreement, judgment, injunction, order, decree or document binding upon the F&M Group containing any covenant expressly prohibiting, restricting or limiting their freedom or ability to: (a) compete in any line of business or geographic region; (b) transfer or move any of the Assets or their operations; (c) conduct any business practice of the F&M Group as now conducted; or (d) effect any acquisition of property by the F&M Group (including following the transactions contemplated by this Agreement).

(11) No Subsidiaries. Other than the Subsidiaries, the Corporations have not owned and does not own and does not have any Contracts of any nature to acquire, directly or indirectly, any Equity Interests in any Person and the Corporations do not have any Contracts to acquire by any manner whatsoever or lease any other business operations.

(12) Bankruptcy. None of the F&M Group is an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) or has made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. None of the F&M Group has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of the F&M Group or any of the Assets and no execution or distress has been levied on any of the Assets, nor have proceedings been commenced in connection with any of the foregoing.

(13) Location of Real Property and Leased Property. Part I of Schedule 10.21(13) is a true, accurate and complete list of all real property and Appurtenances owned in whole or in part by one or more of the F&M Group (the "Real Property") and Part II of Schedule 10.21(13) is a true, accurate and complete list of all real property leased to one or more of the F&M Group (the "Leased Property"), and each of Parts I and II of Schedule 10.21(13) sets out in respect of each such real property the municipal address, a true, accurate and complete legal description of that property and a description of the leased premises (if not the whole of such real property). None of the F&M Group is the beneficial or registered owner of or the lessor or lessee of, or has agreed to acquire or lease, any real property or Appurtenances, or any interest in any real property or Appurtenances, other than the Real Property and the Leased Property. Part III of Schedule 10.21(13) is a complete and accurate list of all real property and Appurtenances, other than the Real Property and the Leased Property, which the F&M Group or any of them have at any time owned or occupied or leased or managed or controlled, in whole or in part, in which they have at any time had a legal or beneficial interest, on, at or from which they have at any time conducted business or other operations or in respect of which they have been responsible for any business or operations conducted thereon, and sets out, in respect of each such property, the municipal address and an accurate description of the nature and dates of the applicable F&M Group's ownership, occupation, leasing, management, control or other activity on or responsibility for the property.

(14) Real Property Leases. Schedule 10.21(14) is a true, accurate and complete list of all leases and agreements in the nature of a lease (including all amendments, renewals, extensions, assignments, occupancy agreements, subleases, agreements to lease and agreements to sublease) in respect of the Real Property and the Leased Property (the "Leases"), whether as lessor or lessee. Schedule 10.21(14) accurately sets out, in respect of each Lease, the parties thereto, its date of execution, term, commencement date and expiry date, any option to renew or extend the term, the locations of the leased lands and premises, the areas of the leased premises, the rent payable, any prepaid rent or security deposit, any option or right of first refusal to purchase, any option or right of first refusal to lease additional premises, any rights of termination (other than for default or following damage or destruction or expropriation), any outstanding tenant inducements, any lien

or security interest reserved therein or granted pursuant thereto, any estoppel certificate executed by the F&M Group and particulars of any related agreements, and identifies those Leases that require the consent of the lessor on a change of control of the Corporations or any the F&M Group. None of the F&M Group is a party to, or has agreed to enter into, any lease or agreement in the nature of a lease in respect of any real property or Appurtenances, whether as lessor or lessee, other than the Leases. True, accurate and complete copies of all Leases set out in Schedule 10.21(14) (as well as of any estoppel certificate executed by the F&M Group) or, where those Leases are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof. Each of the Leases is in full force and effect and unamended, save as set out in Schedule 10.21(14). Each of the Leases is in good standing; neither the F&M Group nor, to the knowledge of the Vendors and the Corporations, any other party thereto is in breach of any covenant, condition or obligation contained therein. There is no dispute between the F&M Group and any other party under any Lease. No Lease creates a lien or security interest in any of the Assets except as set out in Schedule 10.21(14). No amount is payable after Closing as a commission or finder's fee under an arrangement to which the F&M Group is a party in respect of any of the Leases or any renewal or extension or exercise of any option or right pursuant to any of the Leases.

(15) Title to Real Property and Other Real Property Matters and Leased Property Matters. One or more of the F&M Group, as the case may be, are the sole legal and beneficial owners of the Real Property. One or more of the F&M Group, as the case may be, have the exclusive right to possess, use and occupy, and have good and marketable title in fee simple to all the Real Property, free and clear of all Encumbrances or other restrictions of any kind other than the Permitted Encumbrances and any Leases by one or more of the F&M Group as lessor. Except as described in Schedule 10.21(14) one or more of the F&M Group, as the case may be, occupy the Leased Property and have the exclusive right to possess, use and occupy the Leased Property during the term of the applicable Lease. The Vendors have obtained or have caused to be obtained from each mortgagee or hypothecary creditor of each landlord of each Leased Property whose mortgage or hypothec ranks in priority to the applicable Lease an agreement not to disturb the F&M Group's possession of that Leased Property while the F&M Group is not in default under the applicable Lease. All Appurtenances situated on the Real Property or the Leased Property are in good operating condition and in a state of good maintenance and repair, and are adequate and suitable for the purposes for which they are currently being used. None of those Appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Applicable Law, or encroaches on any property owned by others. The applicable F&M Group have adequate rights of ingress and egress for the operation of the Business in the Ordinary Course. Without limiting the generality of the foregoing:

(a) the Real Property, the Leased Property and the current uses of and the conduct of the Business on those properties comply with all Applicable Laws, including without limitation those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety, and comply with all applicable restrictive covenants which constitute Permitted Encumbrances;

(b) no alteration, repair, improvement or other work has been ordered, directed or requested in writing to be done or performed to or in respect of any Real Property or Leased Property or to any of the plumbing, heating, ventilating, air-conditioning, sprinkler, elevating, water, drainage, mechanical or electrical systems, fixtures or works therein or relating thereto by any Governmental Authority, which alteration, repair, improvement or other work has not been completed, and to the knowledge of the Vendors and the Corporations, no written

notification has been given to the F&M Group of any such work being ordered, directed or requested, other than those that have been complied with;

(c) all accounts for work done, services performed and materials supplied, placed or furnished on or in respect of any Real Property or Leased Property at the request of one of more of the F&M Group or for a contractor of the F&M Group or a subcontractor thereto have been fully paid and satisfied, and no Person is entitled to claim a lien or privilege under the builder’s lien or similar legislation against the Real Property, the Leased Property or any part thereof, other than current accounts in respect of which the payment due date has not yet passed;

(d) there is nothing owing in respect of the Real Property or the Leased Property by the F&M Group to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed;

(e) no part of the Real Property or the Leased Property has been taken or expropriated by any competent Governmental Authority nor has any notice or proceeding in respect thereof been given or commenced;

(f) the Permitted Encumbrances constitute all of the Encumbrances, Contracts and other matters that affect the Real Property or the leasehold interests of the F&M Group in the Leased Property, and there is no breach or default under any of the Permitted Encumbrances;

(g) each of the Real Property and the Leased Property (including all Appurtenances) is free of defects (patent or latent), there are no material or structural repairs or replacements that are necessary or advisable and, without limiting the foregoing, there are no repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air-conditioning, plumbing, drainage, sprinkler or elevating equipment or systems that are necessary or advisable, all of such equipment and systems are fully operational, and none of the Real Property or the Leased Property is currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated;

(h) each of the Real Property and Leased Property is fully serviced and has suitable open and legal access to public roads;

(i) no amount of Taxes payable in respect of any Real Property and no amount of Taxes payable by the F&M Group pursuant to any Lease in respect of any Leased Property is owing, other than current accounts in respect of which the payment due date has not yet passed; and there are no levies, charges or fees assessed against the Real Property or the Leased Property by any Governmental Authority (including without limitation development or improvement levies, charges or fees) which have not been paid in full; and

(j) the boundaries of each Real Property do not conflict with those of any adjoining property, there are no encroachments from any Real Property onto, and no encroachments onto any Real Property from, the adjoining properties or streets, and there are no encroachments onto any part of any Real Property that is subject to an easement or right-of-way.

(16) Title to Other Property. One or more of the F&M Group, as the case may be, has good and marketable title to all the Assets (other than the Real Property and the Leased Property which are addressed in Section 10.21(15) and the P&NG Rights and P&NG Leases which are addressed in Section 10.21(39)), free and clear of any and all Encumbrances other than the Permitted Encumbrances. Schedule 10.21(16) is a true, accurate and complete list of all locations where the Assets (other than the Real Property and the Leased Property) are situated, including a brief description of such of the Assets situated at each location. All of the Assets (other than the Real Property and the Leased Property) used by the F&M Group are free of defects (patent or latent), in good operating condition and in a state of good repair and maintenance.

(17) Personal Property Leases. Schedule 10.21(17) is a true, accurate and complete list of all equipment leases, chattel leases, rental agreements, conditional sales agreements and similar agreements relating to any of the Assets (the "Personal Property Leases") and identifies those Personal Property Leases that cannot be terminated by the F&M Group without liability at any time on less than 30 days' notice or that involve payment by it in the future of more than $100,000. All of the Personal Property Leases were entered into by one or more of the F&M Group, as the case may be, in the Ordinary Course. True, accurate and complete copies of all Contracts set out in Schedule 10.21(17), or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(18) Inventories. The inventories, including raw material, natural gas storage, work in progress, finished goods, spare parts, replacement and component parts of the F&M Group ("Inventories"), consist of a quality and quantity usable and, with respect to finished goods, saleable in the Ordinary Course except for items that have been materially reserved for, written down or written off in accordance with IFRS consistently applied. Inventory acquired by the F&M Group since December 31, 2024 has been acquired in the Ordinary Course, in customary quantities.

(19) Accounts Receivable. All Accounts Receivable are bona fide and good and have been incurred in the Ordinary Course and are shown on the financial Books and Records. Subject to an allowance for doubtful accounts that has been reflected on the financial Books and Records of the Corporations on a consolidated basis in accordance with IFRS, all Accounts Receivable are collectible at their full face value in the Ordinary Course without set-off or counterclaim. None of the Accounts Receivables is due from an Affiliate of the Corporations or from the Vendors or from any Employee.

(20) Intellectual Property.

(a) Schedule 10.21(20) sets forth a complete list of the Intellectual Property and of all Contracts that comprise or relate to the Intellectual Property and sets out particulars of whether the Intellectual Property is owned by the F&M Group or is not owned by the F&M Group but used in the conduct of the Business, and of all licences, registrations or applications for registration of the Intellectual Property. The Intellectual Property comprises all trade-marks, trade names, business names, patents, inventions, know-how, copyrights, service marks, brand names, goodwill, industrial designs and all other industrial or intellectual property necessary to conduct the Business. The F&M Group has the right and authority to use, and shall be entitled to continue to use after the Closing Date, the Intellectual Property in connection with the conduct of the Business in the manner presently conducted by the F&M Group. The Intellectual Property is sufficient to conduct the Business as presently conducted.

(b) For the Intellectual Property which is not owned by the F&M Group and which is used in the conduct of the Business, that Intellectual Property is used by the F&M Group with the consent or licence from the rightful owners thereof, all those consents and licences relating to the Intellectual Property are in good standing, binding and enforceable in accordance with their respective terms and no default exists on the part of the F&M Group thereunder. None of those consents and licences requires prior approval of any transfer or assignment to remain in force and effect.

(c) Except as disclosed in Schedule 10.21(20), the F&M Group is the sole and exclusive legal and beneficial owner of the Intellectual Property, free and clear of all Encumbrances and is not a party to or bound by any Contract or other obligation whatsoever that limits or impairs its ability to sell, transfer, assign or convey, or that otherwise affects, the Intellectual Property. The F&M Group has taken commercially reasonable steps to protect their respective rights in any owned Intellectual Property, in accordance with industry practice.

(d) There have not been any infringement or breach of any industrial or intellectual property rights of any other Person by the F&M Group, and the F&M Group has not received any notice that the conduct of the Business, including the use of the Intellectual Property, infringes on or breaches any industrial or intellectual property rights of any other Person and there have not been any infringement or violation of any of the rights of the F&M Group in the Intellectual Property.

(e) Except as disclosed on Schedule 10.21(20), all current officers and employees have assigned in writing all of their rights in Intellectual Property developed in the course of their work for the F&M Group.

(21) Information Technologies.

(a) Schedule 10.21(21) sets out a brief description of the Information Technologies and a complete list of all Contracts that comprise or relate to the Information Technologies, to the acquisition or development thereof, in each case excluding any Contracts for an annual license fee of less than $5,000 for any unmodified, off-the-shelf software that is generally available to the public.

(b) Schedule 10.21(21) lists all proprietary Software of the F&M Group and the F&M Group has not owned, or developed (itself or with the assistance of any third party) any other proprietary Software.

(c) The F&M Group exclusively owns, free and clear of any Encumbrances (other than Permitted Encumbrances), all of the proprietary Software of the F&M Group. No source code for any proprietary Software of the F&M Group has been or is obligated to be disclosed, delivered, licensed, sold, transferred, or made available to any Person other than an authorized employee of the Corporations or the Subsidiary.

(d) The F&M Group's use of the proprietary Software of the F&M Group does not violate any license terms applicable to any item of open source code. No proprietary Software of the F&M Group contains, is derived from, is distributed with or is being or was developed using open source code that is licensed under any terms that impose or could impose: (i) a requirement or condition that any proprietary Software of the F&M Group or part thereof: (A) be disclosed or distributed in source code form; (B) be licensed for the purpose of

making modifications or derivative works; or (C) be redistributable at no charge; or (ii) any other material restriction on the Corporations or the Subsidiaries’ right to use or distribute any proprietary Software of the F&M Group.

(e) Either the Corporations or the Subsidiaries, as applicable, has the right to use the Information Technologies. The Information Technologies adequately meet the data processing needs of the Business and the F&M Group’s operations and affairs, in each case as presently conducted and as currently contemplated to be conducted. The F&M Group has taken appropriate action by instruction, Contract or otherwise with the Employees or other Persons permitted access to the Information Technologies (including system application programs and data files used in the Information Technologies), and has, and has complied in all material respects with, a written information security program, that complies in all material respects with Applicable Laws and industry standards, in each case to protect against unauthorized access, use, copying, modification, theft and destruction of the Information Technologies and those programs and files. The data processing and data storage facilities of the F&M Group are adequate and properly protected. The F&M Group has arranged for back-up data processing services adequate to meet its data processing needs in the event the Information Technologies or any of their components is rendered temporarily or permanently inoperative as a result of a natural or other disaster. The Information Technologies and proprietary Software of the F&M Group are routinely checked using industry standard anti-virus software for, and to the knowledge of the Vendors and the Corporations are free from, malicious code. In the three (3) years prior to the date hereof: (i) the Information Technologies have not materially malfunctioned or failed; and (ii) other than as disclosed in Schedule 10.21(21), there have been no Security Incidents.

(f) All licensed software which comprises part of the Information Technologies is in machine-readable form, contains current revisions of that software as delivered to the F&M Group by the licensors thereof and includes all object codes, computer programs, magnetic media and documentation which is used or required by the F&M Group for use in its Information Technologies sufficient to permit a Person of reasonable skill and experience to operate, maintain and modify that software.

(22) Insurance. The Assets are covered by fire and other insurance with responsible insurers against such risks and in such amounts as are reasonable for prudent owners of comparable assets. Schedule 10.21(22) sets out true, accurate and complete particulars of all insurance policies maintained by the F&M Group on the Business, on the Assets and on the Employees (the "Insurance Policies"), specifying in each case, the name of the insurer, the risks insured against, the amount of the coverage, the amount of the annual premium, the amount of the deductible, details of the amount of premiums (whether prepaid or unpaid) from prior years, the policy number, and any pending claims under the policy. No other insurance is necessary to the conduct of the Business or would be considered to be desirable by a prudent Person operating a business similar to the Business or is required to be maintained by the F&M Group pursuant to the terms of any Contract. None of the F&M Group is in default, whether as to the payment of premiums or with respect to any other provision contained in any Insurance Policy or has failed to give any notice or present any claim under any Insurance Policy in a due and timely manner. The Vendors have no reason to believe that any of the Insurance Policies will not be renewed by the insurer on the scheduled expiry of the policy or will be renewed by the insurer only on the basis that there will be a material increase in premiums payable in respect of the policy. True, accurate and complete copies of all Contracts set out in Schedule 10.21(22) and of the most recent inspection reports, if any, received from

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insurance underwriters or others as to the condition of the Assets, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(23) No Expropriation. None of the Assets have been taken or expropriated by any Governmental Authority nor has any notice or proceeding in respect thereof been given or commenced and, to the knowledge of the Vendors and the Corporations, there is not any intent or proposal to give any such notice or commence any such proceeding.

(24) Material Contracts. Except as set out in Schedule 10.21(24) and except as disclosed in any other Schedule to this Agreement, the F&M Group is not party to or bound by:

(a) any Contract that includes any "most favored nation" terms and conditions (including, without limitation, with respect to pricing), any exclusive dealing arrangement, any arrangement that grants any right of first refusal or right of first offer or similar right or that limits or purports to limit the ability of the F&M Group to own, operate, sell, transfer, pledge or otherwise dispose of any assets or business (excluding, in respect of each of the foregoing, customary joint operating agreements);

(b) any joint venture, alliance or partnership agreement that would reasonably be expected to require the F&M Group to make expenditures in excess of $100,000 in the aggregate during the 12-month period following the date thereof;

(d) any trust indenture, mortgage, hypothec, promissory note, debenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with IFRS;

(e) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the liabilities, obligations, indebtedness, or commitments (whether accrued, absolute, contingent or otherwise) of any Person other than the F&M Group (except for cheques endorsed for collection);

(f) any Contract that is an agreement providing for the sale by the F&M Group of Petroleum Substances which contains a "take-or-pay" clause or any similar prepayment or forward sale arrangement or obligation (excluding "gas balancing" arrangements associated with customary joint operating agreements) to deliver Petroleum Substances at some future time without then or thereafter receiving full payment therefore;

(g) any Contract that is an acquisition agreement, asset purchase or sale agreement, stock purchase or sale agreement or other similar agreement pursuant to which: (i) the F&M Group reasonably expects that it is required to pay total consideration (including assumption of debt) after the date hereof to be in excess of $100,000 in the aggregate; or (ii) any other Person has the right to acquire any Assets (or any interests therein) after the date of this Agreement with a fair market value or purchase price of more than $100,000 in the aggregate;

(h) any Contract for capital expenditures in excess of $100,000 in the aggregate;

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(i) any confidentiality, secrecy or non-disclosure Contract (whether the F&M Group is a beneficiary or obligor thereunder) relating to any proprietary or confidential information or any non-competition or similar Contract;

(j) a settlement or similar agreement with any Governmental Authority or order or consent of a Governmental Authority to which the F&M Group is subject involving future performance by the F&M Group;

(k) is a production off-take or similar arrangement whereby any third party is entitled to receive delivery of any of the F&M Group’s produced Petroleum Substances at any location;

(l) any Contract to which the F&M Group is a party or by which the F&M Group is bound or by which any of the Assets is subject, made in the Ordinary Course and which involves or may reasonably involve the payment to or by F&M Group in excess of $500,000 over the term of the Contract;

(m) any Contract which has or which could have a Material Adverse Effect or is or could be materially burdensome to the Business or any of the Assets; or

(n) any Contract entered into by the F&M Group other than in the Ordinary Course.

(each, a “Material Contract”). True, accurate and complete copies of all Contracts set out in Schedule 10.21(24), or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(25) No Default Under Contracts. The F&M Group has performed all of the obligations required to be performed by them and are entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Contract relating to the Business, the Assets or the Employee Plans (including the Contracts referred to in any Schedule to this Agreement), to which the F&M Group is a party or by which the F&M Group is bound or affected. All such Contracts are in good standing and in full force and effect, and no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a default under any such Contract. There is no dispute between the F&M Group and any other party under any such Contract. Except as disclosed in the Schedules to this Agreement, none of those Contracts contain terms under which the execution or performance of this Agreement would give any other contracting party the right to terminate or adversely change the terms of that Contract or would otherwise require the consent of any other Person. None of those Contracts have been assigned, or if applicable subleased, in whole or in part.

(26) Permits. Schedule 10.21(26) sets out a true, accurate and complete list of Permits issued to or held by or for the benefit of the F&M Group, and there are no other Permits necessary to conduct the Business or to own, lease or operate any of the Assets. No such Permit contains any burdensome term, provision, condition or limitation which has or is likely to have any Material Adverse Effect on the Business. Each such Permit is valid, subsisting and in good standing. None of the F&M Group are in default or in breach of the terms of any such Permit and, to the knowledge of the Vendors and the Corporations, there exists no grounds, nor is any action or proceeding pending or, to the knowledge of the Vendors and the Corporations, threatened to revoke, suspend, amend or limit any such Permit. Except as disclosed in Schedule 10.21(26) none of those Permits contain terms under which the execution and performance of this Agreement would give the issuer of that Permit the right to terminate or adversely change the terms of that Permit or would require the

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consent of any Person. True, accurate and complete copies of all Permits set out in Schedule 10.21(26) have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(27) Regulatory and Third Party Approvals.

(a) There is no requirement to make any filing with, give any notice to or obtain any Permit as a condition to the lawful completion of the Transactions contemplated by this Agreement or to permit the F&M Group to conduct the Business after Closing as the Business is currently conducted by the F&M Group, except for the filings, notifications and Permits described in Schedule 10.21(27)(a) or that relate solely to the identity of the Purchaser or the nature of any business carried on by the Purchaser.

(b) There is no requirement under any Contract or Permit relating to the Business, the Assets, the Employee Plans, the Permitted Encumbrances or the F&M Group to which either a Vendors or the F&M Group is a party or by which the Business, the Assets, the Employee Plans or the F&M Group is bound or affected for any Approvals from any party to that Contract or Permit or from any other Person relating to the completion of the Transactions except for the Approvals described in Schedule 10.21(27)(b).

(28) Financial Statements and Closing Financial Statements. The Financial Statements:

(a) have been, and the Closing Financial Statements will be, prepared in accordance with IFRS, applied on a basis consistent with that of the preceding periods;

(b) are, and the Closing Financial Statements will be, complete and accurate in all respects;

(c) accurately disclose, and the Closing Financial Statements will accurately disclose, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Corporations on a consolidated basis and the results of the operations of the Corporations on a consolidated basis, as at the dates thereof and for the periods covered thereby;

(d) reflect, and the Closing Financial Statements will reflect, all proper accruals as at the dates thereof and for the periods covered thereby of all amounts which, though not payable until a time after the end of the relevant period, are attributable to activities undertaken during or prior to that period; and

(e) contain or reflect, and the Closing Financial Statements will contain or reflect, adequate provision for all liabilities and obligations of the F&M Group of any nature, whether absolute, contingent or otherwise, matured or unmatured, as at the date thereof.

No information has become available to the Vendors or the Corporations that would render the Financial Statements incomplete or inaccurate. The financial position and condition of the Corporations on a consolidated basis is now no less favourable in the aggregate as that shown or reflected in the Interim Financial Statements.

(29) Projections. All projections, including forecasts, budgets, pro formas and business plans provided to the Purchaser were prepared in good faith based on assumptions which were believed to be reasonable and are believed to be reasonable estimates of the prospects of the Business.

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(30) Books and Records. The Vendors have disclosed the existence of and made available for review by the Purchaser all Books and Records. The system of internal accounting controls is sufficient to provide reasonable assurances that transactions are executed in accordance with management's general or specific authorization and that transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets. The Books and Records:

(a) accurately reflect the basis for the financial condition and the revenues, expenses and results of the operations of the Corporations on a consolidated basis shown in the Financial Statements;

(b) together with all disclosures made in this Agreement or in the Schedules to this Agreement, present fairly the financial condition and the revenues, expenses and results of the operations of the Corporations on a consolidated basis as of and to the date of this Agreement and Closing; and

(c) are not recorded, stored, maintained, operated or otherwise dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not), which are not or will not be available to the Corporations in the Ordinary Course after Closing.

No Vendor has in its possession or control any documents or information relating to the F&M Group, the Business, the Assets (including with respect to Taxes) or the Employee Plans that are not in the possession of the F&M Group.

(31) Corporate Records. The minute books of each of the Corporations and the Subsidiaries contain true, accurate and complete records of all of its Constating Documents and of every meeting, resolution and corporate action taken by the shareholders, the board of directors and every committee of either of them. No meeting of shareholders, the board of directors or any committee of either of them has been held for which true, accurate and complete minutes have not been prepared and are not contained in those minute books. The share certificate book, register of shareholders, register of directors and officers, securities register and register of transfer of each Corporations and the Subsidiaries are true, accurate and complete.

(32) Undisclosed Liabilities. The F&M Group has no liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, and is not a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to the liabilities, obligations, indebtedness or commitments (whether accrued, absolute, contingent or otherwise) of any Person, that are not disclosed in the Financial Statements or disclosed in the Schedules to this Agreement, other than liabilities, obligations, indebtedness and commitments in respect of trade or business obligations incurred after the Financial Statements Date in the Ordinary Course, that do not exceed $100,000 in the aggregate and that do not have a Material Adverse Effect.

(33) Absence of Changes. Except as described in Schedule 10.21(33), since the Financial Statements Date, the F&M Group have carried on the Business and conducted its operations and affairs only in the Ordinary Course and the F&M Group have not:

(a) made or suffered any Material Adverse Change;

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(b) suffered any damage, destruction or loss (whether or not covered by insurance) affecting the Assets;

(c) incurred any liability, obligation, indebtedness or commitment (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than unsecured current liabilities, obligations, indebtedness and commitments incurred in the Ordinary Course;

(d) paid, discharged or satisfied any Encumbrance, liability, obligation, indebtedness or commitment of the F&M Group (whether accrued, absolute, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and Tax liabilities incurred in the Ordinary Course;

(e) declared, set aside or paid any dividend or made any other distribution with respect to any shares in the capital of the Corporations or redeemed, repurchased or otherwise acquired, directly or indirectly, any such shares;

(f) issued or sold or entered into any Contract for the issuance or sale of any shares in the capital of or securities convertible into or exercisable for shares in the capital of the Corporations;

(g) suffered any labour trouble or disruption, including any strike or lock out, adversely affecting the F&M Group or the Business;

(h) made or granted, or entered into any agreement to make or grant, any licence, sale, assignment, transfer, disposition, pledge, mortgage, hypothec or security interest or other Encumbrance of, on or over any of the Assets, other than sales of Inventories to customers in the Ordinary Course, in amounts which, individually and in the aggregate are not material to the Corporations;

(i) made any write-down of the value of any Inventories or any write-off as uncollectible of any Accounts Receivable or any portion thereof in amounts exceeding $25,000 in each instance or $100,000 in the aggregate;

(j) cancelled any debts or claims or made any amendment, termination or waiver of any rights of value to F&M Group in amounts exceeding $25,000 in each instance or $100,000 in the aggregate;

(k) made any general increase in the compensation of Employees (including, any increase pursuant to any Employee Plan or commitment) or any increase in any compensation, benefits or bonus payable to any officer, Employee, consultant or agent of the F&M Group (having an annual salary or remuneration in excess of $100,000 prior to any such increase) or executed any employment Contract with any officer or Employee (having an annual salary or remuneration in excess of $100,000), or made any loan to, or engaged in any transaction with, any Employee, officer or director of the F&M Group or made any amendment to any Employee Plan or established or adopted any Employee Plan or entered into any Contract in respect of any Employee Plan;

(l) made any capital expenditures or commitments of the F&M Group in excess of $100,000 in the aggregate;

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(m) made any forward purchase commitments in excess of the requirements of the Business for operations in the Ordinary Course or at prices higher than the current market prices;

(n) made any change in the accounting, costing or tax practices followed by the F&M Group;

(o) made any change adopted by the F&M Group in its depreciation or amortization policies or rates;

(p) terminated, cancelled or modified in any material respect or received any notice of a request for termination, cancellation or modification in any material respect of any Material Contract; or

(q) authorized or agreed to or otherwise committed to do any of the foregoing.

(34) Taxes.

(a) The F&M Group have filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by it in all applicable jurisdictions before the Closing Date. All Tax Returns that have been filed by, or with respect to the F&M Group are true, complete and correct, report all income and all other amounts and information required to be reported thereon, and disclose all Taxes required to be paid for the periods covered thereby. None of the F&M Group has ever been required to file any Tax Returns with, and none of the F&M Group has ever been liable to pay or remit Taxes to, any Governmental Authority of their jurisdiction of residence. The F&M Group have duly and timely paid all Taxes due and payable by them, including all instalments on account of Taxes that are due and payable before the Closing Date, whether or not assessed by the appropriate Governmental Authority, and has duly and timely paid all assessments and reassessments they have received in respect of all Taxes.

(b) The Vendors have provided or will be provide to the Purchaser within ten (10) days of the date hereof true, complete and accurate copies of all Tax Returns filed by the F&M Group in respect of the last four completed taxation years and all working papers and all communications to or from all Governmental Authorities relating to such Tax Returns and to Taxes of the F&M Group for such taxation years. Federal and provincial income Tax Returns have been issued to the F&M Group for all taxation years or periods up to and including taxation year ended December 31, 2024. All capital, goods and services and harmonized sales, provincial retail sales and payroll Tax assessments have been issued to the F&M Group for all taxation years or periods up to and including the most recent taxation period ending before the Closing Date. No notices of determination of loss from the CRA or other relevant tax authority to the F&M Group have been requested by or issued to the F&M Group. The F&M Group have not requested, received or entered into any advance Tax rulings or advance pricing agreements from or with any Governmental Authority.

(c) The Corporations' Financial Statements and Closing Financial Statements contain adequate provision in accordance with IFRS for all Taxes payable by the F&M Group in respect of each period covered by such Financial Statements and all prior periods to the extent those Taxes have not been paid, whether or not assessed and whether or not shown to be due on any Tax Returns.

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(d) There are no audits, reassessments or other Proceedings in progress or, to the knowledge of the Vendors and the Corporations, threatened against the F&M Group, in respect of any Taxes and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any such Taxes. No Vendor is aware of any contingent liability of the F&M Group for Taxes or any grounds that could prompt an assessment or reassessment for Taxes, and the F&M Group has not received any indication from any Governmental Authority that any assessment or reassessment is proposed.

(e) No Governmental Authority has challenged or disputed a filing position taken by the F&M Group in any Tax Return. The F&M Group is not negotiating any final or draft assessment or reassessment in respect of Taxes with any Governmental Authority.

(f) All transactions between the F&M Group and any non-resident of Canada (for purposes of the Tax Act) with whom the F&M Group was not dealing at arm’s-length (within the meaning of the Tax Act) were priced in accordance with the provisions of sections 69 and 247 of the Tax Act, and ending before the Closing Date, the F&M Group has made or obtained records or documents that satisfy the requirements of paragraphs 247(4)(a) of the Tax Act.

(g) There are no agreements, waivers or other arrangements with any Governmental Authority extending the statutory period providing for an extension of time with respect to the issuance of any assessment or reassessment of Taxes, the filing of any Tax Return, or the payment of any Taxes by or in respect of the F&M Group. None of the F&M Group is a party to any agreements or undertakings with respect to Taxes and none of the F&M Group has made any elections, designations or similar filings with respect to Taxes that have an effect for any period ending after the Closing Date.

(h) The F&M Group has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority all Taxes or other amounts required to be deducted, withheld or collected and remitted by it. None of the F&M Group has received any requirement from any Governmental Authority pursuant to Section 224 of the Tax Act which remains unsatisfied in any respect.

(i) None of sections 80 to 80.04, both inclusive, of the Tax Act have applied or will apply to the F&M Group at any time up to and including the Closing Date. None of the F&M Group has any unpaid amounts that may be required to be included in income under Section 78 of the Tax Act for a taxation year ending after the Closing Date. None of the F&M Group has made any payments and none of the F&M Group is obligated to make any payments that may not be deductible by virtue of Section 67 of the Tax Act.

(j) Each of F&M Resources and PX Energy Canada Inc. is a registrant for purposes of the ETA and its registration number is:

(i) F&M Resources – 816398036; and

(ii) PX Energy Canada Inc. – 758754220.

All input tax credits claimed by the F&M Group pursuant to the ETA have been proper, correctly calculated and documented in accordance with the requirements of the Tax Act. The F&M Group is duly registered under applicable provincial Tax statutes in respect of

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all provincial Taxes which they are required to collect and pay, and the registration numbers are as set out in Schedule 10.21(34)(j). The F&M Group has collected, paid and remitted when due all Taxes, including GST/HST and provincial retail sales taxes, collectible, payable or remittable prior to the Closing Date.

(k) Each member of the F&M Group keeps its Books and Records in compliance with section 230 of the Tax Act and all similar provisions of any other Applicable Law in respect of Taxes, and the F&M Group has in its possession or under its control all Books and Records in respect of Taxes that are required to be maintained and preserved under all Applicable Laws.

(l) None of the members of the F&M Group has made an “excessive eligible dividend designation” as defined in subsection 89(1) of the Tax Act in respect of any dividend it has paid, or was deemed to have paid by any provision of the Tax Act, and the members of the F&M Group have duly and timely notified shareholders in writing of all eligible dividends as and when required pursuant to section 89(14) of the Tax Act.

(m) None of the members of the F&M Group has made a capital dividend election under subsection 83(2) of the Tax Act in an amount which exceeded the amount in its “capital dividend account” as defined in subsection 89(1) of the Tax Act at the time of such election.

(n) None of the members of the F&M Group has never had an obligation to file an information return pursuant to sections 237.3, 237.4, or 237.5 of the Tax Act.

(35) Litigation. Except as described in Schedule 10.21(35), there are no Proceedings (whether or not purportedly on behalf of the F&M Group) pending or, to the knowledge of the Vendors and the Corporations, threatened against or affecting, the F&M Group or the Assets. To the knowledge of the Vendors and the Corporations, there is not any factual or legal basis on which any such Proceeding might be commenced with any reasonable likelihood of success.

(36) Accounts and Attorneys. Schedule 10.21(36) is a true, accurate and complete list of the accounts and safety deposit boxes of the F&M Group and of Persons holding general or special powers of attorney from the F&M Group and sets out:

(a) the name of each bank, trust company or similar institution in which the F&M Group has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and

(b) the name of each Person holding a general or special power of attorney the F&M Group and a summary of the terms thereof.

True, accurate and complete copies of all general or special powers of attorney set out in Schedule 10.21(36) have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(37) Directors and Officers. Schedule 10.21(37) is a true, accurate and complete list of the names and titles of all the officers and directors of each of the Corporations and the Subsidiaries.

(38) Non-Arm’s Length Transactions. None of the F&M Group has made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, Employee,

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shareholder or any other Person not dealing at arm's length with the F&M Group (within the meaning of the Tax Act), except as disclosed in the Financial Statements, except for usual employee reimbursements and compensation paid in the Ordinary Course and except for benefits paid in accordance with Employee Plans. Except for Contracts of employment, none of the F&M Group is a party to any Contract with any officer, director, Employee, shareholder or any other Person not dealing at arm's length with the F&M Group (within the meaning of the Tax Act). No officer, director or shareholder of the F&M Group and no entity that is an Affiliate or Associate of one or more of those Persons:

(a) owns, directly or indirectly, any interest in (except for shares representing less than one per cent of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of, any Person which is, or is engaged in business as, a competitor of the Business or the F&M Group or a lessor, lessee, supplier, distributor, sales agent or customer of the Business or the F&M Group;

(b) owns, directly or indirectly, in whole or in part, any property that the F&M Group uses in the operation of the Business; or

(c) has any cause of action or other claim whatsoever against, or owes any amount to, the F&M Group in connection with the Business, except for any liabilities reflected in the Financial Statements and claims in the Ordinary Course.

(39) Ownership of Interests. F&M Group has good and valid title to its P&NG Rights and P&NG Leases (which include the PX Project), including the right to extract, produce, take and retain therefrom all Petroleum Substances associated therewith or related thereto, subject to Permitted Encumbrances and to minor defects of title which, individually or in the aggregate, do not materially affect their respective rights of ownership of the F&M Group to such P&NG Rights, the value thereof or their right or ability to extract, produce, take and retain therefrom all Petroleum Substances associated therewith or related thereto. To the knowledge of the Vendors and the Corporations, the F&M Group holds its P&NG Rights, P&NG Leases under valid and subsisting leases, licenses, Permits, concessions, concession agreements, Contracts, subleases, reservations or other agreements.

(40) Processing and Transportation Commitments. All of the third party processing and transportation agreements of the F&M Group which cannot be terminated within 31 days or less without penalty are disclosed in Schedule 10.21(40) and other than as set forth in the Schedule 10.21(40), the F&M Group have no third party processing or transportation agreements or any obligations to deliver sales volumes to any other Person which cannot be terminated in 31 days or less without penalty.

(41) No Areas of Mutual Interest or Purchase Rights. Except as disclosed in Schedule 10.21(41): (a) there are no active areas of mutual interest provisions or areas of exclusion in any of the Contracts or otherwise to which the Assets are subject; (b) there are no rights of first refusal, pre-emptive purchase rights or similar rights applicable to the Assets that apply to or are triggered as a result of the Transaction or the transactions contemplated by this Agreement.

(42) Reserves and Resources Report. The F&M Group made available to DeGolyer and MacNaughton, prior to the issuance of the report as of June 30, 2024 on the Reserves and Revenue and Contingent Resources and Potential Revenue of the Mina De Xisto Field in Brazil with interest attributable to PX Energy (the "Reserves and Resources Report"), for the purpose of preparing such report, all information requested by DeGolyer and MacNaughton, which information taken as a whole did not contain any misrepresentation at the time such information was so provided. Neither the Vendors

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nor the Corporations have any knowledge of a Material Adverse Change in any information taken as a whole provided to DeGolyer and MacNaughton since that date. Neither the Vendors nor the F&M Group is aware of any defects, failures or impairments in the title of the F&M Group to any of its oil and gas properties, whether or not an action, suit, proceeding or inquiry is pending or threatened or whether or not discovered by any third party, which, in aggregate could have a Material Adverse Effect or have a Material Adverse Effect on: (a) the quantity and pre-Tax present worth values of the F&M Group’s oil and gas reserves in the Reserves and Resources Report; (b) the F&M Group’s current production and that production referenced in the Reserves and Resources Report; or (c) the current cash flow of the F&M Group.

(43) Operational Matters. To the knowledge of the Vendors and the Corporations, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date hereof under, with respect to, or on account of, any direct or indirect Assets have been: (a) duly paid in a timely manner; (b) duly performed; or (c) provided for in the accounts of the F&M Group.

(44) Production Allowables and Production Penalties. (a) None of the project sites relating to the P&NG Rights and P&NG Leases (including all producing, shut-in, water source, observation, disposal, injection abandoned, suspended and other sites, facilities or wells) (the “Project Sites”) have been produced in excess of applicable production allowables imposed by any Applicable Law or any Governmental Authority; and (b) the F&M Group has not received notice of any production penalty or similar production restriction of any nature imposed, or to be imposed, by any Governmental Authority, or any predecessor or successor thereto, and, none of the Project Sites are subject to any such penalty or restriction.

(45) Take or Pay and Offset Obligations. Except as disclosed in the Schedule 10.21(45), the F&M Group has no take or pay obligations or similar obligations or requirements of any kind or nature whatsoever. Except as disclosed in Schedule 10.21(45), the F&M Group is not aware of any outstanding offset obligations, and has not received any offset notices or default notices under the terms of any lease to which it is a party.

(46) Operation and Condition of Project Sites. All Project Sites for which the F&M Group: (a) was or is operator, have been drilled or mined and, if and as applicable, completed, operated and abandoned in all material respects in accordance with good and prudent oil and gas industry practices in Brazil and Applicable Laws; and (b) was not or is not operator, have, to the Vendors and the Corporation’s knowledge, been drilled and, if and as applicable, completed, operated and abandoned in accordance with good and prudent oil and gas industry practices in Canada and Applicable Laws.

(47) Operation and Condition of Tangibles. All tangible depreciable property or assets located within, on or about the Assets were or have been constructed, operated and maintained in accordance with good and prudent oil and gas industry practices in Brazil and Applicable Laws during all periods in which the F&M Group was the operator thereof and are in good condition and repair, ordinary wear and tear excepted, and are useable in the ordinary course of business.

(48) Government Incentives. All filings made by the F&M Group under which it has received or is entitled to government incentives have been made in compliance with all Applicable Laws and contain no misrepresentations which could cause any material amount previously paid to the F&M Group or previously accrued on the accounts thereof to be recovered or disallowed.

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(49) Swaps. Other than as set forth in Schedule 10.21(49), the F&M Group: (a) currently has no outstanding Swaps; and (b) no Swaps will be outstanding as at the Closing Date.

(50) No Multi-Jurisdictional Pipeline Interests. The F&M Group holds no ownership or leasehold interests in any pipelines that cross any provincial or international boundaries.

(51) Environmental.

(a) Except as described in Schedule 10.21(51), the F&M Group have been and are in compliance with all Environmental Laws.

(b) The F&M Group have obtained all Environmental Permits required for the operation of the Business, all of which are described in Schedule 10.21(51). Each such Environmental Permit is held in the name of the F&M Group and is valid, subsisting and in good standing and the F&M Group are not in default or breach of any Environmental Permit and no proceeding is pending or threatened to revoke or limit any Environmental Permit.

(c) The F&M Group has not used or permitted to be used any of the Assets in connection with the Business or any property or facility that was at any time owned, occupied, operated, managed, used or controlled in connection with the Business, for the disposal of Contaminants, and to the knowledge of the Vendors and the Corporations there has not been any such use.

(d) The F&M Group has not ever received any notice of, nor been prosecuted for an offence alleging non-compliance with any Environmental Laws, and neither the Vendors nor has the F&M Group settled any allegation of non-compliance short of prosecution.

(e) There are no orders or directions issued or pending under Environmental Laws relating to the Business or any of the Assets, nor has the F&M Group received notice of any such orders or directions.

(f) Except as disclosed in Schedule 10.21(51), there are no pending or proposed changes to Environmental Laws that would render illegal or restrict or make more costly the manufacture or sale of any product manufactured or sold or service provided by the F&M Group.

(g) The F&M Group has not caused or permitted, and the Vendors and the Corporations do not have any knowledge of, the release, migration or discharge, in any manner whatsoever, of any Contaminant on or from any of the Assets or any property or facility that the F&M Group previously owned or leased and utilized or from a facility owned or operated by third parties but with respect to which the F&M Group is or may reasonably be alleged to have liability.

(h) The F&M Group has not received any notice that it is potentially responsible for any cleanup or corrective action at property which is owned or occupied by a third party or in respect of any natural resource or feature.

(i) True, accurate and complete copies of all documents, including Environmental Permits and any certificates, disclosure documents, or reports, issued, filed or registered on title or with any Governmental Authority, pursuant to Environmental Laws with respect to the Business

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or the Assets have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(j) True, accurate and complete copies of all environmental audits, site assessments, risk assessments, studies or tests relating to the F&M Group, the Business or the Assets or to any facility or property which the F&M Group has at any time owned, occupied, leased, managed or controlled or in which it has at any time had a legal or beneficial interest, that were commissioned by or for the F&M Group or that are in the possession or control of the F&M Group, have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof.

(k) Except as disclosed on Schedule 10.21(51), there are not any underground storage tanks located on the Real Property or Leased Property.

(52) Employee Plans.

(a) Schedule 10.21(52)(a) identifies each deferred compensation, bonus, incentive or other compensation, share option or purchase, severance, termination pay, hospitalization or other medical benefit, life or other insurance, vision, dental, drug, employee life and health, sick leave, disability, salary continuation, vacation, supplemental unemployment benefits, profit sharing, mortgage assistance, employee loan, discount, assistance or counselling, pension or supplemental pension, retirement compensation, group registered retirement savings, deferred profit sharing, employee profit sharing, savings, retirement or supplemental retirement, and any other plan, program or arrangement, whether funded or unfunded, formal or informal, written or unwritten, including all policies with respect to holidays, sick leave, expense reimbursement, automobile allowances and rights to company-provided automobiles. that is maintained, contributed to, or required to be maintained or contributed to, by the F&M Group, or to which the F&M Group is a party, or bound by, or under which the F&M Group has any liability or contingent liability, for the benefit of the F&M Group's current and former directors, officers, shareholders, consultants, independent contractors or employees and their respective beneficiaries or dependents, other than Statutory Plans (the "Employee Plans").

(b) No Employee Plan is subject to any pension standards legislation.

(c) A true, accurate and complete copy of each written Employee Plan (as amended to date) and a written summary of all material terms of each unwritten Employee Plan have been provided to the Purchaser or will be provided to the Purchaser within ten (10) days of the date thereof, together with true, accurate and complete copies of all documents relating to each Employee Plan.

(d) Each member of the Employee Plans is and has been established, registered (where applicable), funded, invested and administered in material compliance with the terms thereof and Applicable Laws. If applicable, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan. All material obligations of the F&M Group due prior to Closing under the Employee Plans, including payment of all required contributions, premiums or Taxes in respect of the Employee Plans, whether pursuant to the terms thereof or any Applicable Law, have been satisfied or are recorded in the Books and Records.

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(e) The entering into of this Agreement or completion of the Transactions (either alone or in conjunction with any additional or subsequent events) will not: (i) result in any payment (including bonus, golden parachute, retirement, severance or other benefit or enhanced benefit) becoming due or payable to any current or former director, officer, independent contractor or employee of the F&M Group, or (ii) result in the acceleration of the time of payment or vesting of any material benefits or entitlements otherwise available to any current or former director, officer, independent contractor or employee of the F&M Group pursuant to any Employee Plan.

(f) There is no material Proceeding by any applicable Governmental Authority or by any Person (other than routine Claims for payment of benefits) pending or, to the knowledge of the Vendors and the Corporations, threatened in respect of any of the Employee Plans.

(g) All material employee data necessary to administer the Employee Plans is in the possession of the F&M Group or its agents.

(h) None of the F&M Group has entered into or is a party to, either directly or by operation of law, any collective agreement, letters of understanding, letters of intent or other written communication with any trade union or association or organization that may qualify as a trade union or association, contingent or otherwise, which would cover any Employee or dependent contractor of the F&M Group.

(i) The Employees or independent contractors of the F&M Group are not subject to any collective agreements or letters of understanding, letters of intent or other written communication with any trade union or association or organization that may qualify as a trade union or association, contingent or otherwise, and are not, in their capacities as Employees, represented by any trade union or association or organization that may qualify as a trade union or association.

(53) Employees and Others. Schedule 10.21(53) contains a true, accurate and complete list of the names of all individuals who are Employees or sales or other agents or representatives or independent contractors of the F&M Group:

(a) the Corporation or Subsidiary that he or she is employed by; and

(b) the length of service, age, title, rate of salary, commission structure, vacation entitlement and accrual for each such Employee agent, representative or independent contractor and whether or not the Employee, agent, representative or independent contractor is absent for any reason such as lay off, leave or absence, salary, insurance or workers' compensation.

No notice has been received by any the F&M Group of any complaint filed by any of the Employees against the F&M Group instituting a proceeding or claiming that the F&M Group has violated any applicable employee or human rights or similar legislation or of any complaints or proceedings of any kind involving the F&M Group or, to the knowledge of the Vendors and the Corporations, any of the Employees before any labour relations board, except as disclosed in Schedule 10.21(53). There are no outstanding orders or charges against the F&M Group under any applicable health and safety legislation. All levies, assessments and penalties made against any of the F&M Group pursuant to any applicable workers' compensation legislation have been paid by the F&M Group and the F&M Group has not been reassessed under any such legislation. The F&M Group's current personnel are sufficient to operate the Business on the basis that it has historically been operated.

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(54) Employee Accruals. All accruals for unpaid vacation pay, premiums for employment and parental insurance, health premiums, pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the Books and Records.

(55) Inter-Company Services. There are no material inter-company services provided to the F&M Group by any Affiliate of any Vendor, other than those provided in accordance with the terms of a Contract disclosed in Schedule 10.21(24).

(56) Ethical Practices. No Representative of any Vendor or of the F&M Group or any other Person associated with the Vendors, the F&M Group or any Representative of any of them, has directly or indirectly:

(a) made or received any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to or from any Person, private or public, regardless of form, whether in money, property or services (i) to obtain favourable treatment in securing business, (ii) to pay for favourable treatment in business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the F&M Group, or (iv) in violation of any Applicable Law;

(b) taken any action, directly or indirectly, that has resulted in a violation by such Persons of any Applicable Law addressing anti-corruption, anti-money laundering or sanctions matters with respect to the F&M Group (or any predecessor) or the Business; or

(57) Personal Information.

(a) Each of the F&M Group is, and has at all times been, in compliance with all Privacy Requirements relating to the collection, use, retention and disclosure of Personal Information.

(b) Each of the F&M Group has obtained all required consents to its collection, use, retention and disclosure of the Personal Information from individuals to whom such Personal Information relates or, where such consents are obtained from a third party, the F&M Group has verified that the third party has the consent of the individual to whom the information relates to disclose the Personal Information to the F&M Group.

(c) The collection, use, retention and disclosure of Personal Information by the F&M Group is, and has at all times been, within the scope of the consent provided by the individual to whom the Personal Information relates.

(d) To the knowledge of the Vendors and the Corporations, the Personal Information is accurate and complete, and the F&M Group have corrected all inaccurate Personal Information of which they have been notified by the individual to whom the Personal Information relates upon proof of such inaccuracy.

(e) Schedule 10.21(57) contains true and complete copies of all privacy policies and privacy procedures of the F&M Group currently in effect, and all such privacy policies and procedures comply with, and since the date of approval by the F&M Group have complied with, Privacy Law and all Privacy Requirements applicable the F&M Group.

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(f) Except as set out in Schedule 10.21(57):

(i) the F&M Group has not received any communication from any regulator with respect to issues involving the collection, use, disclosure, retention or destruction of Personal Information by the F&M Group, including any claims of unauthorized access or disclosure of such Personal Information;

(ii) no complaint against the F&M Group alleging non-compliance with any Privacy Requirement has been found by any Governmental Authority to be well-founded, and no order or judgment has been made against the F&M Group by any Governmental Authority based on any finding of non-compliance with any such Privacy Requirements, and the F&M Group has not entered into a compliance agreement with any Governmental Authority related to any non-compliance with any Privacy Requirement;

(iii) no unresolved complaint or other proceeding against the F&M Group relating to any such alleged non-compliance is now pending by or before any Governmental Authority; and

(iv) to the knowledge of the Vendors and the Corporations, no event has occurred that could give rise to any such complaint or proceeding against the F&M Group.

(g) The Personal Information has not been subject to any loss or unauthorized disclosure or access while under the control of the F&M Group or any service provider acting on behalf of the F&M Group.

(h) Each of the F&M Group takes all reasonable measures, including any measures required by Privacy Law, to ensure that Personal Information is protected against unauthorized access, use, modification or other misuse.

(i) All service providers of the F&M Group to which the F&M Group has provided Personal Information have executed agreements pursuant to which they agree to use and disclose such Personal Information only to provide services to the F&M Group, to limit access to the Personal Information to employees and contractors who have a need to access such Personal Information in order to provide the services to the F&M Group and who are bound by a duty of confidentiality, and to notify the F&M Group in the event of any unauthorized disclosure or access to such Personal Information.

(j) The completion of the Transaction will not result in a breach or violation of any Privacy Law or Privacy Requirements by the F&M Group.

(k) There are no consents or approvals required in order for the F&M Group to continue to use and disclose the Personal Information following the completion of the Transaction in a manner consistent with the F&M Group's use and disclosure of the Personal Information immediately prior to the completion of the Transaction.

(58) No Predecessors. No corporation has been merged with the F&M Group, by amalgamation, dissolution, arrangement or otherwise, in such a manner that the F&M Group is or may become liable for any liabilities (contingent or otherwise) of any kind whatsoever of that corporation.

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(59) No Finder’s Fees. Each of the Vendors and the F&M Group has not taken and will not take any action that would cause the Purchaser to become liable to any claim for a brokerage commission, finder’s fee or other similar arrangement.

(60) Private Issuer. F&M Resources is a private issuer within the meaning of National Instrument 45-106 – Prospectus Exemptions.

(61) Anti-Spam Legislation. Each of the F&M Group is, and has at all times, in compliance, with any and all other applicable anti-spam legislation in respect of commercial electronic messages transmitted, sent or initiated by, or on behalf of, the F&M Group.

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AI assistant

Questerre Energy — M&A Activity 2025

9913_rns_2025-08-06_7c26de5a-530b-4ded-9b29-bbf0c06aa222.pdf

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

ARTICLE 3 PRE-CLOSING MATTERS

ARTICLE 4 CLOSING ARRANGEMENTS

ARTICLE 5 CONDITIONS OF CLOSING

ARTICLE 6 REPRESENTATIONS AND WARRANTIES

ARTICLE 7 COVENANTS

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

2.4 Closing Date Adjustments.

2.5 Purchase Price Adjustment.

ARTICLE 3

3.2 Spinout Transaction.

ARTICLE 4 CLOSING ARRANGEMENTS

ARTICLE 5 CONDITIONS OF CLOSING

5.2 Conditions for the Benefit of the Vendors.

6.3 Representations and Warranties of the Purchaser

6.5 Survival of the Representations, Warranties and Covenants of the Purchaser

6.6 Termination of Liability

ARTICLE 7

COVENANTS

7.2 Transfer of Documentation.

7.3 Investigation.

7.4 Conduct Prior to Closing

7.5 Notification of Certain Matters.

7.6 Regulatory Approvals.

7.7 Preparation of Business Acquisition Report and Reserves Report

7.8 Non-Competition

7.11 Improper Influence and Conflict of Interest.

ARTICLE 8

TAX MATTERS

8.1 Preparation and Filing of Tax Returns

8.2 Books and Records Relating to Taxes

8.3 Notification Requirements

8.4 Vendors Indemnification

8.5 Allocation of Taxes for Straddle Periods

8.6 Purchaser's Contest Rights

ARTICLE 9

INDEMNIFICATION

9.2 Indemnification by the Vendors

9.3 Indemnification by the Vendors with Respect to Environmental Matters

9.4 Indemnification by the Purchaser

9.5 Limitations.

9.6 Notice of Claim.

9.7 Third Party Claims.

10.1 Confidentiality of Information.

10.2 Public Announcements.

10.3 Disclosure and Consultation.

10.4 Expenses.

10.5 Best Efforts.

10.6 No Third Party Beneficiary.

10.7 Entire Agreement.

FORBES & MANHATTAN INC.

FORBES & MANHATTAN LIMITED

1917478 HOLDINGS ULC

1313986 BC ULC

FORBES & MANHATTAN RESOURCES INC.

FORBES PARTICIPAÇÕES LTDA.

QUESTERRE ENERGY CORPORATION

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