Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Secure Waste Infrastructure Corp. M&A Activity 2026

Apr 23, 2026

46533_rns_2026-04-22_66101af3-bd32-4e85-8693-140d645acf9c.pdf

M&A Activity

Open in viewer

Opens in your device viewer

EXECUTION VERSION

VOTING AND SUPPORT AGREEMENT

THIS VOTING AND SUPPORT AGREEMENT is made as of April 12, 2026 between the individual whose name is set forth on the signature page attached to this Agreement (the "Securityholder") and GFL Environmental Inc. (the "Purchaser" and, collectively with the Securityholder, the "Parties" and each a "Party");

WHEREAS the Securityholder is the registered and/or beneficial owner of, or controls or directs, the Subject Securities (hereinafter defined) set forth on the Securityholder's signature page attached to this Agreement;

AND WHEREAS the Purchaser and SECURE Waste Infrastructure Corp. (the "Corporation") have entered into an arrangement agreement (as may be amended from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement").

AND WHEREAS the Securityholder acknowledges that the Purchaser would not enter into the Arrangement Agreement or complete the transactions contemplated thereby, but for the execution and delivery of this Agreement by the Securityholder.

NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Definitions.

All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement. For the purposes of this Agreement:

"affiliate" has the meaning specified thereto in the Securities Act (Alberta) as in effect on the date thereof.

"associate" has the meaning ascribed thereto in the Securities Act (Alberta) as in effect on the date thereof;

"Control" means (and any derivatives thereof, including "Controlled") (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity (A) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (B) the ownership of other interests or the holding of a position (such as trustee) entitling the holder to exercise control and direction over the activities of such Person;

"Convertible Securities" means, collectively, any securities of the Corporation that are convertible into or exchangeable or exercisable for Shares;


"Corporation" means SECURE Waste Infrastructure Corp.;

"Lien" means any mortgage, charge, pledge, hypothec, security interest, statutory or deemed trust, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, defect of title or encumbrance of any kind or any nature which, in substance, secures payment or performance of an obligation, and in each case, whether contingent or absolute;

"Related Person" means: (i) a spouse, parent, grandparent, brother, sister or child of the Securityholder; or (ii) a company or family trust if all of the voting securities of such company are held by, or all the beneficiaries of such trust are, one or more of the persons referred to in clause (i);

"Securityholder Convertible Securities" means, collectively, the Convertible Securities owned, directly or indirectly, by the Securityholder or an affiliate of the Securityholder, as set forth on the Securityholder's signature page of this Agreement;

"Securityholder Shares" means all Shares, directly or indirectly beneficially owned by the Securityholder or an affiliate of the Securityholder, as set forth on the Securityholder's signature page of this Agreement, together with all additional Shares directly or indirectly acquired subsequent to the date hereof by the Securityholder or any affiliate of the Securityholder, including, but not limited to, the Shares acquired by the Securityholder or by an affiliate of the Securityholder pursuant to the exercise of the rights of the Securityholder under the Securityholder Convertible Securities, and includes any other voting securities of the Corporation that may result from a reclassification, conversion, consolidation, subdivision or exchange of, or distribution or dividend on, such Securityholder Shares or capital reorganization of the Corporation;

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

"Subject Securities" means, collectively, the Securityholder Shares and the Securityholder Convertible Securities.

ARTICLE 2

COVENANTS

Section 2.1 General Covenants of the Securityholder.

The Securityholder hereby covenants, undertakes and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4:

(a) at any meeting of securityholders of the Corporation (including in connection with any separate vote of any sub-group of securityholders of the Corporation that may be required to be held and of which sub-group the Securityholder forms part) called to vote upon the Arrangement or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement is sought, the Securityholder shall cause the Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) such Subject Securities (which have a right to vote at such meeting) in favour of the Arrangement Resolution (and any other matters or actions


necessary for the consummation of the transactions contemplated by the Arrangement Agreement);

(b) at any meeting of securityholders of the Corporation (including in connection with any separate vote of any sub-group of securityholders of the Corporation that may be required to be held and of which sub-group the Securityholder forms part) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the Shareholders or other securityholders of the Corporation is sought (including by written consent in lieu of a meeting), the Securityholder shall cause the Subject Securities (which have a right to vote at such meeting) to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) such Subject Securities (which have a right to vote at such meeting) against any Acquisition Proposal or any matter that would reasonably be expected to prevent or materially delay the consummation of the Arrangement and any of the transactions contemplated by the Arrangement Agreement (including (A) an amendment to the articles or by-laws of the Corporation or other proposal or transaction involving the Corporation which amendment or other proposal or transaction is made to facilitate an Acquisition Proposal or that would reasonably be expected to prevent or materially delay the consummation of the Arrangement, or (B) an action, agreement, transaction or proposal that would reasonably be expected to prevent or materially delay the Meeting, or (C) any material corporate transaction, such as a merger, consolidation or other business combination, involving the Corporation or its Subsidiaries (other than the Arrangement) that would reasonably be expected to prevent or materially delay the consummation of the Arrangement), and shall not purport to tender or deposit into any such Acquisition Proposal any of the Subject Securities;

(c) the Securityholder shall immediately cease, and direct its Representatives to immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities with any Person (other than the Purchaser, its affiliates and Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(d) the Securityholder agrees not to, directly or indirectly, without the prior written consent of the Purchaser, sell, transfer, gift, tender, assign, grant a participation interest in, option, hedge, pledge, hypothecate, create, amend or suffer to exist any Liens, or grant a security interest in or otherwise convey, encumber or dispose of any right or interest in (each, a "Transfer"), or enter into any agreement, commitment, understanding, option or other arrangement with respect to the Transfer of, any of the Subject Securities to any Person, other than: (i) pursuant to the Arrangement Agreement, including to exercise or surrender any Subject Securities in accordance with the terms and subject to the conditions of the Arrangement Agreement; (ii) to one or more affiliates of the Securityholder without affecting direct or indirect beneficial ownership or control or direction over such Subject Securities; or (iii) a sale by the Securityholder to satisfy withholding taxes payable in connection with the vesting, settlement or exercise of Convertible Securities;

(e) notwithstanding Section 2.1(d) hereof, the Securityholder may sell, assign, convey or otherwise Transfer or dispose of any or all of the Securityholder's Subject Securities to a Related Person provided that such Related Person enters into an agreement with the Purchaser on the same terms as this Agreement, or otherwise agrees with the

3


Purchaser to be bound by the provisions hereof or as otherwise consented to by the Purchaser, which consent may be arbitrarily withheld and that the Transfer of the Securityholder's Subject Securities is permitted in accordance with the terms thereof;

(f) the Securityholder agrees not to (i) grant or agree to grant any proxy, power of attorney or other right to vote, deliver any voting instruction form, deposit any of the Subject Securities, as applicable, into any voting trust or pooling agreement, or enter into any other voting arrangement, commitment or understanding, whether by proxy, voting agreement or otherwise, with respect to the Subject Securities, other than pursuant to this Agreement; or (ii) call meetings of shareholders or give consents or approval of any kind as to the Subject Securities in respect of an Acquisition Proposal that, in each case would reasonably be expected to prevent or materially delay the consummation of the Arrangement or the other transactions contemplated by the Arrangement Agreement or this Agreement;

(g) the Securityholder waives to the fullest extent permitted by applicable Law any and all rights of appraisal or rights of dissent that the Securityholder may have with respect to the Arrangement Resolution or the transactions contemplated by the Arrangement Agreement, and will not exercise any such right with respect to any such resolution which are waived hereby;

(h) the Securityholder shall not intentionally take any other action of any kind which may (i) reasonably be expected to prevent or materially delay the consummation of the Arrangement and the other transactions contemplated by the Arrangement Agreement or this Agreement, or (ii) knowingly facilitate an Acquisition Proposal;

(i) the Securityholder shall not commence or join in, as a plaintiff, and agrees to use commercially reasonable efforts to opt-out of, any class in any class action with respect to, any claim, derivative or otherwise, against the Purchaser, the Corporation or any of their respective affiliates or successors: (i) challenging the validity of, or seeking to enjoin the operation of any provision of this Agreement; or (ii) alleging a breach of any fiduciary duty of any Person in connection with the negotiation and entry into the Arrangement Agreement; and

(j) without limiting the generality of Section 5.1, no later than five (5) days prior to the date of the Meeting and as far in advance as practicable of every adjournment or postponement thereof: (i) with respect to any Subject Securities that are registered in the name of the Securityholder (which have a right to vote at such meeting), the Securityholder shall deliver or cause to be delivered, in accordance with the instructions set out in the Circular, and with a copy to the Purchaser concurrently with such delivery, a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement); and (ii) with respect to any Subject Securities that are beneficially owned by the Securityholder but not registered in the name of the Securityholder (which have a right to vote at such meeting) or over which control or direction is exercised, directly or indirectly, the Securityholder shall deliver or cause to be delivered a duly executed voting instruction form to the intermediary through which the Securityholder holds its beneficial interest in such Subject Securities (which have a right to vote at such meeting) with a copy to the Purchaser concurrently, instructing that such Subject Securities (which have a right to vote at such meeting) be voted at the

4


Meeting in favour of the Arrangement Resolution and any resolutions approving, consenting to, ratifying or adopting the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement). Such proxy or proxies shall name those individuals as may be designated by the Corporation in the Circular and such proxy or proxies or voting instructions shall not be revoked, withdrawn, invalidated or modified without the prior written consent of the Purchaser.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Securityholder.

The Securityholder hereby represents, warrants and covenants to the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:

(a) Incorporation. If the Securityholder is not an individual, the Securityholder is a subsisting corporation or other entity under the laws of the jurisdiction of its existence.

(b) Capacity; Authorization. The Securityholder has the requisite power and capacity and, if the Securityholder is not an individual, has received all requisite approvals to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. If the Securityholder is not an individual, the execution and delivery of this Agreement by the Securityholder and the consummation by the Securityholder of the transactions contemplated hereunder have been authorized by the directors of the Securityholder, if applicable, and no other proceeding on the part of the Securityholder is necessary to authorize this Agreement or the transactions contemplated hereby.

(c) Enforceable. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding obligation, enforceable against the Securityholder in accordance with its terms, subject to limitations with respect to enforcement imposed by applicable Law in connection with bankruptcy, insolvency and other similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

(d) Ownership of Shares and Other Securities. The Securityholder is the sole direct or indirect beneficial owner or solely exercises control or direction over, all of the Securityholder Shares, all of which are set forth on the Securityholder's signature page attached to this Agreement, and, if not converted, exchanged or exercised, the Securityholder Convertible Securities, all of which are set forth on the Securityholder's signature page attached to this Agreement, if any, with good and marketable title thereto, free and clear of any and all Liens.

(e) No Breach. No authorization, consent or approval from, or filing, registration, declaration or qualification with, or before, or giving notice to, any Person is required to be obtained, given or made in connection with the execution and delivery by the Securityholder of this Agreement, the performance of the terms hereof by the Securityholder or the performance of his, her or its obligations hereunder, except for

5


those which have been (or will be with respect to the consummation of the Arrangement) duly and unconditionally obtained and are (or will be with respect to the consummation of the Arrangement) in full force and effect, in each case, other than as would not be reasonably expected to adversely affect the Securityholder's ability to perform its obligations hereunder in any material respect.

(f) No Proceedings. To the knowledge of the Securityholder, there is no action, suit, proceeding, claim, audit, arbitration, investigation, or other actions pending before any Governmental Entity, or threatened in writing against the Securityholder that would adversely affect the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Securityholder Shares or Securityholder Convertible Securities and, to the knowledge of the Securityholder, there is no judgment, decree or order against the Securityholder that would adversely affect the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder.

(g) No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or Transfer of any of the Securityholder Shares or Securityholder Convertible Securities, or any interest therein or right thereto, except pursuant to this Agreement or the Arrangement Agreement.

(h) Voting. Except as permitted under Section 2.1(e), the Securityholder has and immediately prior to the Effective Date will continue to have, sole voting power, sole power of disposition, sole power to issue instructions with respect to the matters set forth in Article 2, and sole power to agree to all of the matters set forth in this Agreement, with respect to all of such Securityholder's Subject Securities (which have a right to vote at a meeting), as applicable. Other than pursuant to this Agreement, none of the Securityholder's Subject Securities are subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

(i) No Other Securities. The only securities of the Corporation that are beneficially owned or over which control or direction is exercised, directly or indirectly, or over which control or direction is exercised, directly or indirectly, by the Securityholder as at the date hereof are the Subject Securities set forth on the Securityholder's signature page of this Agreement and the Securityholder has no other agreement or option, or right or privilege, directly or indirectly, (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or Transfer to the Securityholder of additional securities of the Corporation.

(j) Liens. The Securityholder agrees to not take any actions that would cause the creation of any Liens with respect to the Subject Securities.

Section 3.2 Representations and Warranties of the Purchaser.

The Purchaser hereby represents, warrants and covenants to the Securityholder, acknowledging that the Securityholder is relying upon such representations, warranties and covenants in entering into this Agreement:

(a) Incorporation; Capacity; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and


has all necessary requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Authorization. The execution, delivery and performance of this Agreement by the Purchaser has been duly authorized and no other internal proceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereunder and to consummate the transactions contemplated hereby.

(c) No Breach. Neither the execution and delivery of this Agreement by the Purchaser, the consummation by the Purchaser of the transactions contemplated hereby nor the compliance by the Purchaser with any of the provisions hereof will:

(i) violate, contravene, result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default) (or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal) under any provision of the certificate of incorporation, articles, by-laws or any other constating document of the Purchaser or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, license, agreement, lease, permit or other instrument or obligation to which the Purchaser is a party or by which the Purchaser or any of its properties or assets may be bound; or

(ii) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, violate or conflict with any judgement, order, notice, decree, statute, law, ordinance, rule or regulation applicable to the Purchaser or any of its properties or assets,

in each case, other than as would not be reasonably expected to adversely effect the Purchaser's ability to perform its obligations hereunder in any material respect.

(d) Enforceable. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to limitations with respect to enforcement imposed by applicable Law in connection with bankruptcy, insolvency and other similar proceedings, the equitable power of the courts to stay proceedings before them and the execution of judgments and to the extent that equitable remedies such as specific performance and injunction are in the discretion of the court from which they are sought.

(e) No Proceedings. To the knowledge of the Purchaser, there is no action, suit, proceeding, claim, audit, arbitration, investigation, or other actions pending before any Governmental Entity, or threatened in writing against the Purchaser that would adversely affect the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder and, to the knowledge of the Purchaser, there is no judgment, decree or order against the Purchaser that would adversely affect the ability of the Purchaser to enter into this Agreement and to perform its obligations hereunder.

7


8

ARTICLE 4 TERMINATION

Section 4.1 Termination.

This Agreement may, and in the case of Section 4.1(d) shall, be terminated:

(a) at any time upon the mutual written agreement of the Purchaser and the Securityholder;

(b) by the Purchaser, when not in material default of its performance of its obligations under this Agreement that has not been remedied or cured within five (5) Business Days of written notice of such default, upon delivery of written notice of termination to the Securityholder, and without prejudice to any of its rights hereunder and in its sole discretion, if:

(i) any of the representations and warranties of the Securityholder in this Agreement shall not be true and correct in all material respects; or

(ii) the Securityholder shall not have complied with its covenants to the Purchaser contained in this Agreement in all material respects;

(c) by the Securityholder, when not in material default of its performance of its obligations under this Agreement that has not been remedied or cured within 5 Business Days of written notice of such default, upon delivery of written notice of termination to the Purchaser, and without prejudice to any of its rights hereunder and in its sole discretion, if: (i) the Arrangement Agreement and Plan of Arrangement are amended to reduce, or change the form of, the Consideration payable per Subject Security pursuant to the Arrangement; or (ii) the Purchaser without prior written consent of the Securityholder, otherwise substantially varies the Arrangement or any terms or conditions thereof, in each case, in a manner that is material and adverse to the Securityholder; or

(d) automatically upon the earliest of: (i) the occurrence of the Effective Time; and (ii) the termination of the Arrangement Agreement in accordance with its terms.

Section 4.2 Effect of Termination.

If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and: (i) for greater certainty, the Securityholder shall be entitled to withdraw any form of proxy, voting instruction form or power of attorney which it may have given in respect of the Subject Securities; and (ii) no party shall have liability to any other party, except neither the provisions of this Article 4 nor the termination of this Agreement shall relieve any party from any liability to any other party arising out of or in connection with a breach by such party of this Agreement which occurred prior to such termination or expiration.

In the event of termination of this Agreement, this Agreement shall forthwith be of no further force and effect, except for Section 5.2, Section 5.5, Section 5.6, Section 5.10, Section 5.11, Section 5.12, Section 5.15 and this Section 4.2, which provisions shall survive the termination of this Agreement and there shall be no liability on the part of either the Securityholder or Purchaser or any of its affiliates or associates, except to the extent that either such party is in default of its obligations herein contained.


ARTICLE 5
GENERAL

Section 5.1 Further Assurances.

Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement. From time to time, at the Purchaser's reasonable request and without further consideration, the Securityholder agrees to use commercially reasonable efforts to cooperate with the Purchaser in making all filings and obtaining all consents of Governmental Entities and other Persons and to execute and deliver such additional documents and take such further actions as may be reasonable and are necessary or desirable to effect the actions contemplated by this Agreement or the Arrangement Agreement.

Section 5.2 Disclosure.

(1) The Parties acknowledge that the form of this Agreement will be filed by the Corporation at www.sedarplus.ca. The Securityholder hereby authorizes the Purchaser, the Corporation and their respective affiliates, to publish and disclose in any announcement or disclosure required by any Governmental Entity and in any circular relating to the Meeting the Securityholder's identity, the Subject Securities and the nature of the Securityholder's obligations under this Agreement in a manner consistent with disclosure made by the Securityholder with respect to its beneficial ownership or exercise of control or direction over Subject Securities in its public filings, as applicable, in each case, upon reasonable prior written notice to the Securityholder.

(2) Except as set forth above or as required by Law, the Securityholder shall not make any public announcement or public statement with respect to this Agreement or the transactions contemplated by the Arrangement Agreement without the approval of the Purchaser; provided that, with respect to any public announcement or statement required to be made by Law, to the extent practicable and permitted by Law, the Securityholder shall advise the Purchaser of such requirement and shall use commercially reasonable efforts to cooperate with the Purchaser and the Corporation to cause a mutually agreeable public announcement or statement to be issued.

Section 5.3 Fiduciary Duty.

Nothing herein shall restrict, limit or prohibit the Securityholder or the Securityholder's representatives, as applicable, in his or her capacity as a director or officer (if applicable), from taking any action required to be taken to discharge his or her fiduciary duties to the Corporation or any Subsidiary of the Corporation under applicable Law or require the Securityholder in his or her capacity as a director or officer (if applicable) of the Corporation or any Subsidiary of the Corporation, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take or refrain from taking any actions which are inconsistent with, instructions or directions of the Board undertaken in the exercise of its fiduciary duties in compliance with the Arrangement Agreement. The Purchaser hereby acknowledges and agrees that the Securityholder is not making any agreement or understanding herein in any capacity other than in its capacity as a securityholder of the Corporation.

Section 5.4 No Ownership Interest.

Nothing contained in this Agreement shall be deemed to vest in the Purchaser any direct or indirect ownership or incidence of ownership of or with respect to the Subject Securities. All rights and all

9


ownership and economic benefits of and relating to Subject Securities shall remain vested in and belong to the Securityholder, and nothing herein shall, or shall be construed to, grant the Purchaser any power, sole or shared, to direct or control the voting or disposition of any of such Subject Securities. Nothing in this Agreement shall be interpreted as obligating any Securityholder to exercise or convert any Convertible Securities or otherwise to acquire Shares.

Section 5.5 Governing Law.

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

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

Section 5.6 Entire Agreement.

This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter hereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no other representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matters of this Agreement, except as expressly provided herein and therein. Except as expressly provided herein, this Agreement is not intended to and shall not confer upon any person other than the Parties any rights or remedies hereunder.

Section 5.7 Amendments.

This Agreement may not be waived, modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by each of the Securityholder and the Purchaser.

Section 5.8 Severability.

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

Section 5.9 Assignment.

Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any party without the prior written consent of the other party, except that the Purchaser may assign all or any portion of its rights and obligations under this Agreement to any of its affiliates which agrees to be bound by the applicable covenants of the Purchaser contained herein and comply with the applicable provisions of this Agreement, but none of any such assignments shall relieve the Purchaser of its obligations hereunder and the Purchaser shall continue to be fully liable as primary obligor, on a joint and several basis with any such entity, to the Securityholder for any default in performance by the assignee of the Purchaser's obligations hereunder.

10


Section 5.10 No Third Party Beneficiaries.

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any person, other than the Parties, and no person, other than the Parties, is entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 5.11 Notices.

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

(a) to the Purchaser:

1759 Purdy Avenue, Suite 300
Miami Beach, Florida 33139
USA

Attention: Patrick Dovigi, President and Chief Executive Officer
Email: [Redacted: Email address]

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

Stikeman Elliott LLP
5300 Commerce Court West
199 Bay Street
Toronto, Ontario, M5L 1B9
Canada

Attention: Jeffrey Singer; Jeff Hershenfield
Email: [Redacted: Email address]; [Redacted: Email address]

(b) the Securityholder, as set forth on the signature page to this Agreement,

(2) Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (Calgary time) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day or (iii) if sent by electronic mail, upon confirmation of receipt by the recipient if it is a Business Day and confirmation was received prior to 5:00 p.m. (Calgary time) and otherwise on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party's external legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to external legal counsel does not invalidate delivery of that notice or other communication to a Party.

11


Section 5.12 Specific Performance and other Equitable Rights.

The parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, in the event of any such breach, any aggrieved party shall be entitled to seek the remedy of specific performance of such obligations and interlocutory, preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and each party will (and hereby does) waive, in any action for specific performance, interlocutory, preliminary and permanent injunctive relief and/or any other equitable relief, the defence of adequacy of a remedy at law and any requirement for the securing or posting of any bond in connection with the obtaining of any such relief.

Section 5.13 Independent Legal Advice.

The Securityholder acknowledges that it has been advised to seek independent legal advice with respect to this Agreement and the Securityholder has either obtained such advice or consciously determined that it does not need such advice and that, in either case, it is entering into this Agreement of its own free will, under no compulsion or duress and that it understands and is aware of the terms and conditions hereof.

Section 5.14 Expenses.

Each of the Parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.

Section 5.15 Counterparts.

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

[Remainder of page intentionally left blank]

12


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

GFL ENVIRONMENTAL INC.

By: _________

Name: _________

Title: _________

[Signature Page to the Voting and Support Agreement]


(Print Name of Securityholder)

(Signature of Securityholder or Authorized Signatory)

(Print Name and Title, if applicable)

Address:

Telephone:

Email:

Number of Securityholder Shares:

Common Shares:

Number and type of Convertible Securities held:

Corporation RSUs:

Corporation PSUs:

[Signature Page to the Voting and Support Agreement]