THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING, AMONG OTHERS: (A) GFL ENVIRONMENTAL INC.; (B) SECURE WASTE INFRASTRUCTURE CORP. AND (C) HOLDERS OF COMMON SHARES OF SECURE WASTE INFRASTRUCTURE CORP.

THIS LETTER OF TRANSMITTAL AND ELECTION FORM SHOULD BE READ CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL AND ELECTION FORM. THIS LETTER OF TRANSMITTAL AND ELECTION FORM IS FOR USE BY REGISTERED SHAREHOLDERS OF SECURE WASTE INFRASTRUCTURE CORP. ONLY AND IS NOT TO BE USED BY NON-REGISTERED, BENEFICIAL HOLDERS OF COMMON SHARES OF SECURE WASTE INFRASTRUCTURE CORP.

THIS LETTER OF TRANSMITTAL AND ELECTION FORM MUST BE PROPERLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, COMPUTERSHARE INVESTOR SERVICES INC., IN A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN AND THE MANAGEMENT INFORMATION CIRCULAR AND PROXY STATEMENT OF SECURE WASTE INFRASTRUCTURE CORP. DATED APRIL 24, 2026. IF YOUR COMPLETED LETTER OF TRANSMITTAL AND ELECTION FORM IS NOT RETURNED TO COMPUTERSHARE INVESTOR SERVICES INC. BY THE ELECTION DEADLINE, YOU WILL BE DEEMED TO BE A NON-DEPOSITING SHAREHOLDER AND WILL NOT BE ABLE TO SELECT THE CONSIDERATION YOU WISH TO RECEIVE ON EXCHANGE OF YOUR COMMON SHARES OF SECURE WASTE INFRASTRUCTURE CORP. THE DEPOSITARY (SEE BACK PAGE OF THIS DOCUMENT FOR ADDRESS, TELEPHONE NUMBER AND EMAIL ADDRESS) OR YOUR BROKER OR OTHER FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL AND ELECTION FORM.

SECURE

LETTER OF TRANSMITTAL AND ELECTION FORM

with respect to the deposit of Common Shares

SECURE WASTE INFRASTRUCTURE CORP.

Please read the Instructions set out below and in the management information circular and proxy statement of SECURE Waste Infrastructure Corp. dated April 24, 2026 (the "Circular"), which is available on SEDAR+ at www.sedarplus.ca under SECURE's issuer profile, carefully before completing this Letter of Transmittal and Election Form.

TO: GFL ENVIRONMENTAL INC.

AND TO: SECURE WASTE INFRASTRUCTURE CORP.

AND TO: COMPUTERSHARE INVESTOR SERVICES INC. (THE "DEPOSITARY"), AS DEPOSITARY, AT ITS OFFICE SET OUT HEREIN

This letter of transmittal and election form (the "Letter of Transmittal and Election Form") is for use by registered holders of common shares (the "SECURE Shares") of SECURE Waste Infrastructure Corp. ("SECURE") in connection with the proposed plan of arrangement (the "Arrangement" or the "Plan of Arrangement") involving, among others, GFL Environmental Inc. (the "Purchaser"), SECURE and the holders of SECURE Shares (the "SECURE Shareholders") to effect the acquisition by GFL of all of the issued and outstanding SECURE Shares pursuant to an arrangement agreement between GFL and SECURE dated April 12, 2026 (the "Arrangement Agreement"), all as more particularly described in the Circular with respect to the meeting of SECURE Shareholders (the "SECURE Meeting") to be held on May 27, 2026 to consider the Arrangement. A copy of the Arrangement Agreement and the Plan of Arrangement can be found in the Circular, which is available on SEDAR+ at www.sedarplus.ca under SECURE's issuer profile.

Capitalized terms used but not defined in this Letter of Transmittal and Election Form have the respective meanings given to them in the Circular.

IN THIS LETTER OF TRANSMITTAL AND ELECTION FORM, THE "ELECTION DEADLINE" MEANS 5:00 P.M. (CALGARY TIME) ON THE DATE THAT IS (I) AGREED BY SECURE AND THE PURCHASER, EACH ACTING REASONABLY, AND (II) ANNOUNCED BY SECURE BY MEANS OF A NEWS RELEASE AT LEAST TWO (2) BUSINESS DAYS BEFORE SUCH DATE.

FAILURE TO COMPLETE THIS LETTER OF TRANSMITTAL AND ELECTION FORM PRIOR TO THE ELECTION DEADLINE WILL RESULT IN A DEEMED ELECTION BY SUCH SECURE SHAREHOLDER TO RECEIVE THE COMBINATION ELECTED CONSIDERATION.

For registered SECURE Shareholders, the Depositary or your broker or other financial advisor can assist you in completing this Letter of Transmittal and Election Form (see back page of this document for the address, telephone number and email address of the Depositary). In order for a SECURE Shareholder to receive the Consideration to which they are entitled, such SECURE Shareholder is required to deposit with the Depositary a properly completed and duly executed Letter of Transmittal and Election Form, along with the certificate(s) representing such holder's SECURE Shares and/or written advice(s) as part of the "book-based" direct registration system ("DRS Advices") representing SECURE Shares held by them and any other documents required by the Depositary.

This Letter of Transmittal and Election Form is for use by registered SECURE Shareholders only. Beneficial Shareholders, meaning a SECURE Shareholder whose SECURE Shares are registered in the name of a broker, dealer, bank, trust company or other nominee, should immediately contact such broker, dealer, bank, trust company or other nominee for assistance depositing their SECURE Shares and making an election.

Please complete each of the steps set out below in order after carefully reading the Instructions starting on page 24 of this Letter of Transmittal and Election Form.

Pursuant to the Arrangement, each SECURE Shareholder (other than Dissenting Shareholders) will transfer their SECURE Shares to the Purchaser, in the manner set forth in the Plan of Arrangement, and will receive total consideration of $24.75, plus the Mandatory Cash Amount per SECURE Share. Each SECURE Shareholder shall be entitled to elect to receive for each SECURE Share held: (i) $24.75 in cash (the "Cash Elected Consideration"); (ii) 0.4195 of a Consideration Share (the "Share Elected Consideration"); or (iii) a combination of $4.95 in cash and 0.3356 of a Consideration Share ("Combination Elected Consideration"), subject to rounding, and in each case, plus the Mandatory Cash Amount. The Cash Elected Consideration and Share Elected Consideration will be subject to proration in accordance with the Plan of Arrangement. Combination Elected Consideration will not be subject to any proration. Notwithstanding any election for Cash Elected Consideration or Share Elected Consideration made by a SECURE Shareholder, such SECURE Shareholder may receive a combination of Cash Consideration and Share Consideration, depending on the elections (including deemed elections) made by all SECURE Shareholders.

Any SECURE Shareholder who fails to deposit a properly completed Letter of Transmittal and Election Form with the Depositary prior to the Election Deadline will be deemed to have elected to receive the Combination Elected Consideration.

In the event a SECURE Shareholder is entitled to receive a fractional interest in a Consideration Share in connection with the Plan of Arrangement, the number of Consideration Shares to be delivered to such SECURE Shareholder shall be rounded down to the nearest whole Consideration Share. Any such entitlements to fractional Consideration Shares will be aggregated, rounded down to the nearest whole Consideration Share (the fractional portion of such aggregate number of Consideration Shares eliminated when rounding down, which for greater certainty shall be less than one Consideration Share in the aggregate, the "Fractional Consideration Share Entitlement") and sold in the market by the Depositary, on behalf of the former SECURE Shareholder entitled to receive a fractional interest in a Consideration Share, as soon as practicable after the Effective Date at the then prevailing prices on the TSX or NYSE, at the Depositary's discretion. The Depositary shall use its commercially reasonable efforts to complete the sale of such Consideration Shares as promptly following the Effective Time as is practicable, consistent with obtaining the best execution of such sales in light of prevailing market conditions. The net proceeds of such sales after deduction of all expenses, transfer Taxes and commissions incurred in connection with such sales (such aggregate net proceeds received by the Depositary divided by the number of Consideration Shares sold by the Depositary on the TSX or NYSE pursuant to Section 6.6. of the Plan of Arrangement being the "Net Proceeds Amount Per Consideration Share"), together with an amount in cash to be deposited by the Purchaser with the Depositary in respect of the Fractional Consideration

Share Entitlement equal to the product of the Fractional Consideration Share Entitlement multiplied by the Net Proceeds Amount Per Consideration Share, will be held by the Depositary in trust for such former SECURE Shareholder entitled to receive a fractional interest in a Consideration Share, and such aggregate cash amount shall be paid by the Depositary in due proportions to such former SECURE Shareholder by way of cheque only.

If the aggregate cash amount which a former SECURE Shareholder is entitled to receive pursuant to the Plan of Arrangement would: (i) be less than $0.01 in the aggregate, such cash shall be rounded up to $0.01; or (ii) otherwise include a fraction of $0.01, then the aggregate cash amount to which such former SECURE Shareholder shall be entitled to receive shall be rounded down to the nearest whole $0.01.

SECURE Shareholders will not receive the Consideration to which they are entitled under the Arrangement until they submit, if applicable, their certificate(s) and/or DRS Advice(s) representing their SECURE Shares to the Depositary along with a properly completed and duly executed Letter of Transmittal and Election Form and other required documents. After doing so, SECURE Shareholders will receive, subject to the proration provisions outlined in subsection 2.4 of the Plan of Arrangement, as more particularly described in the Circular:

a cheque representing the cash to which they are entitled (unless they have indicated in Box B that funds should be delivered by wire and Box F is completed); and/or
certificate(s) and/or DRS Advice(s) representing the Consideration Shares to which they are entitled.

If any distributions or dividends are declared after the Effective Time on the Consideration Shares with a record date after the Effective Time and otherwise would be payable prior to the time that you have deposited a properly completed and duly executed Letter of Transmittal and Election Form and submitted all required documentation, you will also receive a separate cash payment with respect to the amount of such dividend or distribution (without interest) subject to your compliance with Section 6.1 of the Plan of Arrangement. Accordingly, you may receive more than one cash payment from the Depositary.

Notwithstanding the election by SECURE Shareholders herein, the consideration payable to SECURE Shareholders for their SECURE Shares is subject to the Cash Maximum, which represents 20% of the aggregate Consideration payable under the Arrangement, and the Share Maximum, which represents 80% of the aggregate Consideration payable under the Arrangement. The Cash Elected Consideration and the Share Elected Consideration will be subject to proration based on the Cash Maximum and the Share Maximum. Combination Elected Consideration will not be subject to any proration. ACCORDINGLY, NOTWITHSTANDING ANY ELECTION FOR CASH ELECTED CONSIDERATION OR SHARE ELECTED CONSIDERATION MADE BY A SECURE SHAREHOLDER, SUCH SECURE SHAREHOLDER MAY RECEIVE A COMBINATION OF CASH CONSIDERATION AND SHARE CONSIDERATION, DEPENDING ON THE ELECTIONS (INCLUDING DEEMED ELECTIONS) MADE BY ALL SECURE SHAREHOLDERS.

From and after the Effective Time, all certificate(s) and/or DRS Advice(s) that represented SECURE Shares immediately prior to the Effective Time will cease to represent any rights with respect to SECURE Shares and will only represent the right to receive upon such surrender of the applicable certificate and/or DRS Advice(s) and deposit of this properly completed Letter of Transmittal and Election Form, the applicable Consideration (in each case without interest and as adjusted for any rounding or withholding pursuant to the Plan of Arrangement) which such former SECURE Shareholder has the right to receive (together with any dividends or other distributions with respect thereto pursuant to the Plan of Arrangement and the net proceeds from the sale of any fractional interests provided for in the Plan of Arrangement).

The Effective Date of the Arrangement will occur after all conditions to completion of the Arrangement have been satisfied or waived. Completion of the Arrangement is subject to the satisfaction or waiver of certain conditions. No issuance or delivery of any Consideration under the Arrangement will be made prior to the Effective Time.

All SECURE Shareholders must complete Box E and, to avoid U.S. backup withholding, complete and submit the appropriate form, if applicable, as discussed hereinafter. Each U.S. person (as defined below) should complete and submit an IRS Form W-9. See Instruction 14. Each SECURE Shareholder who has an address (as it appears on the register of SECURE Shareholders maintained by or on behalf of SECURE), or who otherwise provides an address or account for purposes of Box B (unless Box C is checked) or Box F, that is located within the United States or any territory or possession thereof and is not a U.S. person should complete and submit the appropriate IRS Form W-8. See Instruction 14. If you require an IRS Form W-8, please contact the Depositary or obtain the appropriate IRS Form W-8 from the IRS website (www.irs.gov).

The election available to you in respect of the Consideration you wish to receive under the Arrangement is complex and involves an investment decision and material income tax consequences. You should consult with your own investment and tax advisors before making your election.

Any Letter of Transmittal and Election Form, once deposited with the Depositary, shall be irrevocable and may not be withdrawn by a SECURE Shareholder except as may be expressly provided herein.

Section 85 Election

An Eligible Holder who receives Consideration Shares pursuant to the Arrangement will be entitled to make an income Tax election, pursuant to subsection 85(1) of the Income Tax Act (Canada) (the "Tax Act") or subsection 85(2) of the Tax Act, as applicable (and in each case, where applicable, the analogous provision of provincial income Tax Law) (a "Section 85 Election"), by providing two duly completed and signed copies of the election form prescribed by the Tax Act (and, if applicable, any provincial Tax statute) (the "Section 85 Tax Election Form") to the Purchaser within 90 days following the Effective Date (the "Section 85 Election Period"). Eligible Holders who wish to make a Section 85 Election should carefully read the section entitled "Certain Canadian Federal Income Tax Considerations — Holders Resident in Canada — Disposition of SECURE Shares under the Arrangement – With a Section 85 Election" in the Circular and consult with their own tax advisors with respect to the Section 85 Election. See Instruction 13 below for the definition of an "Eligible Holder".

The Purchaser will deliver a tax instruction letter (a "Tax Instruction Letter") to an Eligible Holder promptly upon receipt of a Letter of Transmittal and Election Form in accordance with the provisions set out herein in which the Eligible Holder has indicated that such Eligible Holder wishes to receive a Tax Instruction Letter. The Tax Instruction Letter will provide general instructions on how to make the Section 85 Election. Any Eligible Holder that wishes to receive a Tax Instruction Letter from the Purchaser must complete Step 5 of this Letter of Transmittal and Election Form.

In addition, a Tax Instruction Letter and partially completed CRA Form T2057 and CRA Form T2058 also will be made available on the Purchaser's website following the Effective Date. Certain provincial jurisdictions require that a separate joint election be filed for provincial income tax purposes and any such provincial tax forms will not be included with the Tax Instruction Letter or made available on the Purchaser's website.

In its sole discretion, the Purchaser or any successor corporation may choose to sign and return a Section 85 Tax Election Form to an Eligible Holder that does not provide the necessary information within the Section 85 Election Period but will have no obligation to do so. Accordingly, all Eligible Holders who wish to make a Section 85 Election with the Purchaser should give their immediate attention to this matter.

STEP 1: DEPOSIT OF SECURE SHARES

The undersigned hereby irrevocably delivers and deposits the enclosed certificate(s) and/or DRS Advice(s) for SECURE Shares, the details of which are as follows:

DESCRIPTION OF SECURE SHARES DEPOSITED

(if insufficient space, attach a list in the form below)

Number of SECURE Shares Deposited	Certificate No(s) (if available/applicable) or DRS Holder ID No(s).	Name in which SECURE Shares are Registered (please print and fill in exactly as name(s) appear on the certificate(s) or DRS Advice(s))





Total:

(Please print or type. If space is insufficient, please attach a list to this Letter of Transmittal and Election Form in the above form as outlined in Instruction 8(a).)

(The total of the numbers filled in under the column “Number of SECURE Shares Deposited” above must equal the total number of SECURE Shares represented by the certificate(s) enclosed with this Letter of Transmittal and Election Form.)

☐ Some or all of my certificates representing SECURE Shares have been lost, stolen or destroyed. (Check box if applicable).

(Please review Box D and Instruction 10 for the procedure in respect of lost, stolen or destroyed certificates.)

STEP 2: ELECTION OF CASH AND/OR CONSIDERATION SHARES

Pursuant to the Arrangement, the undersigned hereby elects to receive one of the following forms of consideration for each of its SECURE Shares. Each SECURE Shareholder shall be entitled to elect to receive the Cash Elected Consideration (Choice A) OR the Share Elected Consideration (Choice B) OR the Combination Elected Consideration (Choice C). Notwithstanding the election for cash and/or Consideration Shares made by you below, you may receive a combination of the Cash Consideration and the Share Consideration, depending on the elections (including deemed elections) made by all SECURE Shareholders.

SECURE Shareholders may choose only ONE of the choices below (please mark):

☐ Choice A - The CASH ELECTED CONSIDERATION (being $24.75 for each SECURE Share held, subject to rounding, proration, maximum amounts and adjustments in accordance with the Plan of Arrangement, plus the Mandatory Cash Amount)

☐ Choice B - The SHARE ELECTED CONSIDERATION (being 0.4195 of a Consideration Share for each SECURE Share held, subject to rounding, proration, maximum amounts and adjustments in accordance with the Plan of Arrangement, plus the Mandatory Cash Amount)

☐ Choice C – The COMBINATION ELECTED CONSIDERATION (being a combination of $4.95 in cash and 0.3356 of a Consideration Share for each SECURE Share held, subject to rounding and adjustments in accordance with the Plan of Arrangement, plus the Mandatory Cash Amount)

IF NO ELECTION IS MADE OR IF YOUR ELECTION IS NOT VALIDLY MADE, IN EACH CASE, BY THE ELECTION DEADLINE, YOU WILL BE DEEMED TO HAVE ELECTED TO RECEIVE THE COMBINATION ELECTED CONSIDERATION.

If Consideration Shares are to be distributed to a SECURE Shareholder pursuant to the Share Elected Consideration (Choice B) OR the Combination Elected Consideration (Choice C), such Consideration Shares will be issued and delivered to such SECURE Shareholder as directed in Step 4 of this Letter of Transmittal and Election Form.

Pursuant to the Plan of Arrangement, the Purchaser is not obligated to pay or cause the payment of: (a) more Cash Consideration than the Cash Maximum (being an aggregate amount in dollars equal to the product obtained by multiplying the number of SECURE Shares issued and outstanding immediately prior to the Effective Time by $4.95); or (b) more Share Consideration than the Share Maximum (being such number of Consideration Shares as is equal to the product obtained by multiplying the number of SECURE Shares issued and outstanding immediately prior to the Effective Time by 0.3356).

In the event that the Cash Election Amount exceeds the Available Cash Election Amount or the Share Election Number exceeds the Available Share Election Number, the amount of Cash Consideration or Share Consideration receivable by registered SECURE Shareholders electing to receive the Cash Elected Consideration or Share Elected Consideration, as applicable, will be subject to proration pursuant to the terms of the Plan of Arrangement, to ensure that the aggregate Cash Consideration and Share Consideration payable by the Purchaser does not exceed the Cash Maximum or the Unit Maximum, as applicable.

A SECURE Shareholder electing to receive Combination Elected Consideration will not be subject to proration pursuant to the Plan of Arrangement.

For a general description of the Canadian and U.S. federal income tax considerations of participating in the Arrangement, see the discussions under the headings "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations" in the Circular. You should consult your investment and tax advisors prior to making an election as to the consideration you wish to receive under the Arrangement.

STEP 3: REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS

The undersigned SECURE Shareholder:

acknowledges receipt, and has reviewed and understood the contents, of the Circular;
represents and warrants that the information provided herein is true, accurate and complete as of the date hereof;
delivers the enclosed certificate(s) and/or DRS Advice(s) representing the SECURE Shares (or has made provisions for delivery of such certificate(s) representing the SECURE Shares to the Depositary) and acknowledges that if the Arrangement is approved at the SECURE Meeting, including any adjournment thereof, unless the Arrangement is not subsequently completed, the deposit of SECURE Shares pursuant to this Letter of Transmittal and Election Form is irrevocable;
as at the Effective Time, revokes any and all other authority, whether as agent, attorney-in-fact, attorney, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the SECURE Shares being deposited and agrees that, except as provided herein, no subsequent authority, other than a proxy granted for use at the SECURE Meeting, whether as agent, attorney-in-fact, attorney, proxy or otherwise, will be granted with respect to the SECURE Shares being deposited, by or on behalf of the undersigned;
represents and warrants that: (a) (i) if the undersigned is a body corporate: (A) it is a corporation organized and subsisting under the laws of its jurisdiction of formation; (B) the completion of the transactions contemplated herein have been duly authorized by all necessary corporate action on the part of the undersigned; and (C) it has the corporate power and authority to enter into and deliver the Letter of Transmittal and Election Form and perform its obligations under the Letter of Transmittal and Election Form, including the deposit of the SECURE Shares; (ii) if the undersigned is an individual, they: (A) are mentally competent; (B) are 18 years of age or older; and (C) have the capacity to execute and deliver the Letter of Transmittal and Election Form and perform their obligations under the Letter of Transmittal and Election Form, including the deposit of the SECURE Shares; (b) the Letter of Transmittal and Election Form has been duly executed and delivered by it and the deposit of the SECURE Shares constitutes valid and binding obligations of the undersigned enforceable against the undersigned in accordance with its terms, subject to bankruptcy, insolvency, preference, reorganization, moratorium and other similar laws affecting creditors' rights generally and the discretion of courts with respect to equitable and discretionary remedies and defences; (c) the execution and delivery of, and the performance of its obligations under, the Letter of Transmittal and Election Form and the deposit of the SECURE Shares do not and will not as at the Election Deadline: (i) violate or conflict with any applicable law and, if the undersigned is a corporation, its constating documents; (ii) give rise to any rights of first refusal or other preemptive, preferential or similar rights to purchase any of the SECURE Shares so deposited; or (iii) create or allow the creation of a pledge, lien, charge, mortgage, assignment by way of security, conditional sale, title retention arrangement or other security interest, an option to purchase, and any other adverse claim or encumbrance, whether similar or dissimilar to the foregoing upon any of the SECURE Shares; (d) there are no approvals or authorizations required to be obtained by the undersigned in respect of the execution and delivery of the Letter of Transmittal and Election Form by it or the deposit of such SECURE Shares; (e) it has good and marketable title to, or has all necessary power and authority to sell, assign, transfer and convey good and marketable title to, such SECURE Shares free and clear of all pledges, liens, charges, mortgages, assignments by way of security, conditional sale, title retention arrangement or other security interest, an option to purchase, and any other adverse claim or encumbrance, whether similar or dissimilar to the foregoing, other than relating to the Arrangement; (f) other than the Purchaser, no person has any rights, contingent or vested, including any right of first refusal, right of first offer or other similar preferential right, to acquire any of such SECURE Shares and the undersigned will not transfer or permit to be transferred any of the deposited SECURE Shares; (g) it has not incurred any obligation or liability, contingent or otherwise, for broker's or finder's fees in respect of the transactions contemplated by the Arrangement for which the Purchaser or SECURE shall have any obligation or liability; (h) it is not a party to, nor are such SECURE Shares subject to, any shareholders' agreement (including any unanimous shareholders' agreement), pooling agreement, voting trust, escrow agreement or other similar agreement pertaining to the ownership, voting or disposition of such SECURE Shares; (i) it has not received notice of any claim, demand, lawsuit, proceeding, hearing, arbitration or governmental investigation ("Claim"), and is not aware of any Claim or potential Claim, actual or threatened, by or against it which prevents, impairs or otherwise negatively affects the ability of the undersigned to, or which could reasonably be expected to prevent, impair or otherwise negatively affect the ability of the undersigned to, sell, transfer or assign any of such SECURE Shares that would adversely affect the ability to accept the Arrangement or survive acceptance; and (j) the deposit of such SECURE Shares complies with applicable securities laws;

acknowledges that (i) an Eligible Holder who receives Consideration Shares pursuant to the Arrangement will be entitled to make a Section 85 Election by providing two duly completed and signed copies of the Section 85 Tax Election Form to the Purchaser within the Section 85 Election Period, and, provided such information is correct and complete and in compliance with the requirements imposed under the Tax Act (and any applicable provincial income Tax Law), the Purchaser shall, within 60 days after the receipt thereof, return two signed copies of each Section 85 Tax Election Form so delivered to it to such Eligible Holder for filing with the applicable Governmental Entities by such Eligible Holder, (ii) the Purchaser will not be responsible for the proper or accurate completion of any Section 85 Tax Election Form or for checking or verifying the contents of any Section 85 Tax Election Form and, except for the Purchaser's obligation to return, within 60 days of receipt, duly completed Section 85 Tax Election Forms received by it before the end of the Section 85 Election Period, none of the Purchaser, SECURE or any successor corporation will be responsible for any Taxes or any other costs or damages resulting from the failure by an Eligible Holder to properly and accurately complete or file the Section 85 Tax Election Forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income Tax Law), and (iii) in its sole discretion, the Purchaser or any successor corporation may choose to sign and return a Section 85 Tax Election Form to an Eligible Holder that does not provide the necessary information within the Section 85 Election Period but will have no obligation to do so;
upon the completion of the Arrangement, directs the Depositary to issue or cause to be issued the cheque(s) representing cash (or wire transfer if requested) and/or the certificate(s) and/or DRS Advice(s) representing Consideration Shares and the amount of any distributions or dividends that may be declared after the Effective Time on the Consideration Shares with a record date after the Effective Time in each case to which the undersigned is entitled for its SECURE Shares under the Arrangement in the name indicated below and to send such cheque(s) (or wire transfer if requested), certificate(s) and/or DRS Advice(s) by first class insured mail, postage prepaid, to the address, or hold the same for pick-up, as indicated below. The SECURE Shareholder acknowledges that if any certificate formerly representing such holder's SECURE Shares that is not deposited, together with all other documents required by the Plan of Arrangement, on or before the third anniversary of the Effective Date, then the Consideration that such former SECURE Shareholder was entitled to receive shall be deemed to have been surrendered to the Purchaser for cancellation for no consideration and the interest of the former SECURE Shareholder in such Consideration (and any dividend or other distribution referred to in the Plan of Arrangement) to which it was entitled shall be terminated as of such date, and the certificates formerly representing such SECURE Shares, if any, shall cease to represent a right or claim of any kind or nature as of such date. Any payment made by way of cheque by the Depositary (or SECURE, if applicable) in accordance with the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or SECURE) or that otherwise remains unclaimed, in each case, on or before the third (3rd) anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the third (3rd) anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable Consideration in respect of the SECURE Shares pursuant to the Plan of Arrangement shall be terminated and deemed to have been surrendered and forfeited to the Purchaser. For greater certainty, no former SECURE Shareholder shall have any right, claim or interest of any kind or nature whatsoever in respect of SECURE Shares from and after the third (3rd) anniversary of the Effective Date, including, any entitlement to receive any Consideration for any reason, or any entitlement to dividends or distributions, on or in respect of Shares or the Consideration, and in accordance with the Plan of Arrangement, all such rights and interests of former Shareholders shall be deemed to have been surrendered to the Purchaser, and forfeited by such former SECURE Shareholders for no consideration as of such date;
if the Arrangement is not completed or proceeded with and the undersigned has provided the Depositary with certificate(s) and/or DRS Advice(s) for SECURE Shares, directs the Depositary to return the certificate(s) and/or DRS Advice(s) for such SECURE Shares to the address indicated below (and if no name, address or delivery instructions are indicated, to the undersigned at the address of the undersigned as shown on the register maintained by SECURE's transfer agent on its behalf);
represents and warrants that the undersigned will not, prior to the Effective Date, transfer or permit to be transferred any of the deposited SECURE Shares;
acknowledges that the delivery of the deposited SECURE Shares shall be effected and the risk of loss and title to such SECURE Shares shall pass only upon proper receipt thereof by the Depositary;

acknowledges that when the aggregate Consideration to which the undersigned is entitled pursuant to the Plan of Arrangement, less any applicable withholdings, is paid, neither of the Purchaser nor SECURE or any affiliate or successor of such persons will be subject to any adverse claim in respect of the deposited SECURE Shares;
acknowledges that neither the Purchaser nor SECURE, nor any of their respective directors, officers, advisors or representatives are responsible for the proper completion of this Letter of Transmittal and Election Form;
acknowledges that the undersigned will not receive the Cash Consideration and/or the DRS advice(s) representing Share Consideration in respect of the deposited SECURE Shares until the Arrangement is completed and until the certificate(s) and/or DRS advice(s) representing the deposited SECURE Shares owned by the undersigned are received by the Depositary at one of the addresses as set forth on the back of this Letter of Transmittal and Election Form, together with this duly completed Letter of Transmittal and Election Form and such additional documents as the Depositary may require, and until the same are processed with the Depositary;
acknowledges that if the undersigned’s Letter of Transmittal and Election Form is not received by the Depositary prior to the Election Deadline, or the undersigned otherwise fails to comply with the requirements under the Plan of Arrangement and this Letter of Transmittal and Election Form with respect to their election, the undersigned will be deemed to have elected to receive the Combination Elected Consideration;
acknowledges that SECURE and the Purchaser may be required to disclose personal information in respect of the undersigned and consents to disclosure of personal information in respect of the undersigned to: (i) stock exchanges or security regulatory authorities; (ii) the Depositary; (iii) any of the parties to the Arrangement; and (iv) legal counsel to any of the parties to the Arrangement (see Instruction 12);
acknowledges that the covenants, representations and warranties of the undersigned contained herein shall survive the completion of the Arrangement;
irrevocably constitutes and appoints any director or officer of the Purchaser, and each of them, and any other person designated by the Purchaser in writing, as the true and lawful agent, attorney and attorney-in-fact and proxy of the undersigned with respect to the SECURE Shares deposited hereunder, effective on and after the Effective Date, with full power of substitution, in the name of and on behalf of the undersigned (such power of attorney being deemed to be an irrevocable power coupled with an interest): (a) to register or record, transfer and enter the transfer of such SECURE Shares on the appropriate register of holders maintained by SECURE's transfer agent on its behalf; and (b) except as otherwise may be agreed, to exercise any and all rights of the holder of the SECURE Shares including, without limitation, to vote, execute and deliver any and all instruments of proxy, authorizations or consents in respect of all or any of the SECURE Shares, revoke any such instrument, authorization or consent given prior to, on, or after the Effective Date, designate in any such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the undersigned in respect of such SECURE Shares for all purposes including, without limitation, in connection with any meeting (whether annual, special or otherwise and any adjournments thereof) of holders of securities of SECURE, and execute, endorse and negotiate for and in the name of and on behalf of the registered holder of the SECURE Shares, any and all cheques (or wire transfers if requested) or other instruments respecting any distribution payable to or to the order of such holder;
covenants to execute, upon request, any additional documents, transfers and other assurances as may be reasonably necessary or desirable to complete the transactions contemplated hereby;
acknowledges that it has consulted or has had the opportunity to consult its own tax advisor with respect to the potential tax consequences to them of the Arrangement, including any elections to be made in respect thereof;
acknowledges that all authority conferred or agreed to be conferred by the undersigned herein may be exercised during any subsequent legal incapacity of the undersigned and shall survive the death or incapacity, bankruptcy or insolvency of the undersigned and all obligations of the undersigned herein shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned;
by virtue of the execution of this Letter of Transmittal and Election Form, shall be deemed to have agreed that all questions as to validity, form, eligibility (including timely receipt) and acceptance of any SECURE Shares deposited pursuant to the Arrangement will be determined by the Purchaser in its sole discretion and such determination shall be final and binding and acknowledges that: (a) the Purchaser reserves the absolute right to reject any and all deposits

which it determines not to be in proper form or which may be unlawful for it to accept under the laws of any jurisdiction; (b) the Purchaser reserves the absolute right to instruct the Depositary to waive or not to waive any and all defects or irregularities contained in any Letter of Transmittal and Election Form or other document and any such waiver or non-waiver will be binding upon the affected SECURE Shareholders, (c) the granting of a waiver to one or more SECURE Shareholders does not constitute a waiver for any other SECURE Shareholders; and (d) there shall be no duty or obligation on the Purchaser, SECURE, the Depositary or any other person to give notice of any defect or irregularity in any deposit of SECURE Shares and no liability shall be incurred by any of them for failure to give such notice;

by virtue of the execution of this Letter of Transmittal and Election Form, shall be deemed to have agreed with the Purchaser, SECURE and the Depositary that any contract contemplated by this Letter of Transmittal and Election Form, as well as all documents relating thereto be drawn up exclusively in the English language. En signant la présente lettre de transmission et formulaire de choix, le soussigné est réputé avoir convenu avec the Purchaser, SECURE et le dépositaire que tous les contrats découlant de l'Offre et de la présente Lettre de transmission et formulaire de choix et tous les documents afférents soient rédigés exclusivement en anglais; and
acknowledges that (i) the Purchaser, SECURE, the Depositary and any person that makes a payment in connection with the Arrangement (each a "payor"), as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to a holder of SECURE Shares in connection with the Arrangement such amounts (whether in cash or Consideration Shares) as it is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any other applicable Law in respect of Taxes and shall remit such withheld amount to the appropriate Governmental Entity, (ii) to the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes of the Arrangement Agreement and Arrangement as having been paid to the person in respect of which such deduction, withholding and remittance was made, and (iii) any such payor is authorized to sell or otherwise dispose of any Consideration Shares issuable pursuant to the Arrangement as is necessary to provide sufficient funds to the payor, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and no payor shall be liable to any holder of SECURE Shares for any deficiency in respect of any proceeds received, and the payor, as applicable, shall notify the holder thereof and remit to the holder thereof any unapplied balance of the net proceeds of such sale.

STEP 4: PROVIDE REGISTRATION AND DELIVERY INSTRUCTIONS

| ### BOX A

REGISTRATION INSTRUCTIONS SEE INSTRUCTIONS 2 AND 3

ISSUE CERTIFICATE(S) AND/OR DRS ADVICE(S) FOR CONSIDERATION SHARES AND/OR CHEQUE(S) IN THE NAME OF:

(NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER – BUSINESS)

(Social Insurance and/or Tax Identification Number) | ### BOX B

DELIVERY INSTRUCTIONS*:

To be completed ONLY if the Consideration Shares and/or DRS Advice(s) for Consideration Shares and/or cheque(s) to which the undersigned is entitled to under the Arrangement are to be sent to someone other than the person shown in Box A or to an address other than the address shown in Box A.

SEND CERTIFICATE(S) AND/OR DRS ADVICE(S) FOR CONSIDERATION SHARES AND/OR CHEQUE(S) (UNLESS BOX C IS CHECKED) TO:

(ATTENTION NAME)

(STREET NUMBER & NAME)

(CITY AND PROVINCE/STATE)

(COUNTRY AND POSTAL/ZIP CODE)

(TELEPHONE NUMBER – BUSINESS)

THE PAYMENT WILL REMAIN IN THE NAME OF THE REGISTRATION

Alternatively, in respect of Cash Consideration (check box to receive a wire transfer):

☐ DELIVER FUNDS VIA WIRE* (COMPLETE BOX F). PLEASE NOTE THAT IF YOU CHOOSE THIS OPTION, (A) YOU WILL STILL RECEIVE A CHEQUE FOR CASH IN AN AMOUNT EQUAL TO YOUR FRACTIONAL SHARE CONSIDERATION ENTITLEMENT (IF ANY), MULTIPLIED BY THE NET PROCEEDS AMOUNT PER CONSIDERATION SHARE AND (B) ANY DISTRIBUTIONS, IF APPLICABLE, WILL BE PAID BY CHEQUE |
| --- | --- |
| ### BOX C

☐ HOLD CERTIFICATE(S) AND/OR DRS ADVICE(S) FOR CONSIDERATION SHARES AND/OR CHEQUE(S) FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY

BOX D

LOST CERTIFICATES

If your lost certificate(s) forms part of an estate or trust, or are valued at more than CAD$200,000.00, please contact the Depositary for additional instructions. Any person who, knowingly and with intent to defraud any insurance company or other person, files a statement of claim containing any materially false information or conceals for the purpose of misleading, information concerning any fact material thereto, commits a fraudulent insurance act, which is a crime.

Premium Calculation:

____ (# of SECURE Shares) CAD$1.2375 = Premium Payable $ _______

NOTE: Payment is NOT required if the premium is less than $5.00. The option to replace your certificate/s by completing this Box D will expire one year from the Effective Date of the Arrangement. After this date, SECURE Shareholders must contact the Depositary for alternative replacement options.

☐ I enclose my certified cheque, bank draft or money order payable to Computershare Investor Services Inc.

STATEMENT OF LOST CERTIFICATES:

The undersigned (solitarily, jointly and severally, if more than one) represents and agrees to the following: (i) the undersigned is (and, if applicable, the registered owner of the original share certificate(s) ("Original(s)"), at the time of their death, was) the lawful and unconditional owner of the Original(s) and is entitled to the full and exclusive possession thereof; (ii) the missing certificate(s) representing the Original(s) have been lost, stolen or destroyed, and have not been endorsed, cashed, negotiated, transferred, assigned, pledged, hypothecated, encumbered in any way, or otherwise disposed of; (iii) a diligent search for the certificate(s) has been made and they have not been found; and (iv) the undersigned makes this statement for the purpose of transferring or exchanging the Original(s) (including, if applicable, without probate or letters of administration or certification of estate trustee(s) or similar documentation having been granted by any court), and hereby agrees to surrender the certificate(s) representing the Original(s) for cancellation should the undersigned, at any time, find the certificate(s).

The undersigned hereby agrees, for myself and my heirs, assigns and personal representatives, in consideration of the transfer or exchange of the Original(s), to completely indemnify, protect and hold harmless the Purchaser, SECURE Waste Infrastructure Corp., Computershare Investor Services Inc. and Aviva Insurance Company of Canada, each of their lawful successors and assigns, and any other party to the Arrangement (the "Obligees"), from and against any and all losses, costs and damages, including court costs and attorneys' fees that they may be subject to or liable for in respect of the cancellation and/or replacement of the Original(s) and/or the certificate(s) representing the Original(s) and/or the transfer or exchange of the Originals represented thereby, upon the transfer, exchange or issue of the Originals and/or a cheque for any cash payment. The rights accruing to the Obligees under the preceding sentence shall not be limited by the negligence, inadvertence, accident, oversight or breach of any duty or obligations on the part of the Obligees or their respective officers, employees and agents or their failure to inquire into, contest, or litigate any claim, whenever such negligence, inadvertence, accident, oversight, breach or failure may occur or have occurred. I acknowledge that a fee of CAD$1.2375 per SECURE Share is payable by the undersigned. Surety protection for the Obligees is provided under Blanket Lost Original Instruments/Waiver of Probate or Administration Bond No. 35900-16 issued by Aviva Insurance Company of Canada.

BOX E – U.S. STATUS

ALL REGISTERED SECURE SHAREHOLDERS ARE REQUIRED TO COMPLETE A DECLARATION OF U.S. STATUS. FAILURE TO COMPLETE A DECLARATION OF U.S. STATUS MAY RESULT IN A DELAY IN YOUR ENTITLEMENT.

The undersigned represents that:

☐ The beneficial owner of the SECURE Shares deposited herewith is a U.S. Shareholder.

☐ The beneficial owner of the SECURE Shares deposited herewith is not a U.S. Shareholder.

A "U.S. Shareholder" is any SECURE Shareholder who is either (i) a person whose address (as it appears on the register of SECURE Shareholders maintained by or on behalf of SECURE) is located within the United States or any territory or possession thereof or who provides an address or account in Box B (unless Box C is checked) or Box F that is located within the United States or any territory or possession thereof; or (ii) a "U.S. person" for U.S. federal income tax purposes as defined in Instruction 21 below.

If you are a U.S. person or acting on behalf of a U.S. person, then in order to avoid backup withholding of U.S. federal income tax you must provide a properly completed and duly executed IRS Form W-9 (enclosed) below or otherwise provide certification that the U.S. person is exempt from U.S. backup withholding, as provided in Instruction 21 below. If you are a U.S. Shareholder but not a U.S. person, you must complete an appropriate IRS Form W-8 to avoid backup withholding of U.S. federal income tax. If you require an IRS Form W-8, please contact the Depositary or obtain the appropriate IRS Form W-8 from the IRS website (www.irs.gov).

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART I OF THE IRS FORM W-9.

CERTIFICATE OF AWAITING U.S. TAXPAYER IDENTIFICATION NUMBER

I certify under penalties of perjury that a U.S. taxpayer identification number (e.g., a social security number or employer identification number) ("TIN") has not been issued to me, and either (a) I have mailed or delivered an application to receive a TIN to the appropriate IRS Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a TIN by the time of payment, I may be subject to backup withholding pursuant to the Arrangement.

Signature _____ Date: _______

BOX F: WIRE PAYMENT*

*PLEASE NOTE THAT THERE IS A $100 (PLUS APPLICABLE TAXES) BANKING FEE ON WIRE PAYMENTS. ALTERNATIVELY, CHEQUE PAYMENTS ARE ISSUED AT NO ADDITIONAL COST.

*IF WIRE DETAILS ARE INCORRECT OR INCOMPLETE, THE DEPOSITARY WILL ATTEMPT TO CONTACT YOU AND CORRECT THE ISSUE. HOWEVER, IF WE CANNOT CORRECT THE ISSUE PROMPTLY, A CHEQUE WILL BE AUTOMATICALLY ISSUED AND MAILED TO THE ADDRESS ON RECORD. NO FEES WILL BE CHARGED.

Please provide email address and phone number in the event that we need to contact you for corrective measures:

EMAIL ADDRESS: ________ PHONE NUMBER: ________

Beneficiary Name(s) that appears on the account at your financial institution – this MUST be the same name and address that your shares are registered to

Beneficiary Address (Note: PO Boxes will not be accepted) City Province/State Postal Code/Zip Code

Beneficiary Bank/Financial Institution

Bank Address City Province/State Postal Code/Zip Code

PLEASE ONLY COMPLETE THE APPLICABLE BOXES BELOW, AS PROVIDED BY YOUR FINANCIAL INSTITUTION. YOU ARE NOT REQUIRED TO COMPLETE ALL BOXES

Bank Account No.

Bank No. & Transit No. (Canadian Banks)

ABA/Routing No. (US Banks)

(3 digits & 5 digits)

(9 digits)

SWIFT or BIC Code

IBAN Number

Sort Code (GBP)

(11 characters – if you only have eight, put 'XXX' for the last three)

Additional Notes and special routing instructions:

** Mandatory fields

STEP 5: TAX INSTRUCTION LETTER

Any Eligible Holder who (a) checks the box below, and (b) provides an email address where indicated will promptly receive a Tax Instruction Letter providing general instructions on how to make the Section 85 Election with the Purchaser by email to the email address provided below.

☐ Check here if you want the Tax Instruction Letter to be provided to you.

Email address: _______

STEP 6: COMPLETE AND SIGN WHERE INDICATED

Signature guaranteed by (if required under Instruction 3):

Authorized Signature of Guarantor

Name of Guarantor (please print or type)

Address of Guarantor (please print or type)

Dated: ___, 20__

Signature of SECURE Shareholder or Authorized Representative (See Instructions 2 and 4)

Name of SECURE Shareholder (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Tax Identification, Social Insurance or Social Security Number of SECURE Shareholder

If the signature is by a trustee, executor, administrator, guardian, attorney-in-fact, agent or officer on behalf of a corporation, partnership or association or any other person acting in a fiduciary or representative capacity, proof of signing authority dated within 6 months is required. See Instruction 4 for more details.

Daytime Telephone Number

Additional signatures for joint shareholders (if required):

Signature of SECURE Shareholder or Authorized Representative (See Instructions 2 and 4)

Name of SECURE Shareholder (please print or type)

Name of Authorized Representative, if applicable (please print or type)

Tax Identification, Social Insurance or Social Security Number of SECURE Shareholder

Form W-9
(Rev. March 2024)
Department of the Treasury
Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Go to www.irs.gov/FormW9 for instructions and the latest information.

Give form to the requester. Do not send to the IRS.

Before you begin, For guidance related to the purpose of Form W-9, see Purpose of Form, below.

| Print or type.
See Specific Instructions on page 1. | 1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner's name on line 1, and enter the business/disregarded entity's name on line 2.) | |
| --- | --- | --- |
| | 2 Business name/disregarded entity name, if different from above. | |
| | 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes.
☐ Individual/sole proprietor ☐ C corporation ☐ S corporation ☐ Partnership ☐ Trust/estate
☐ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership)
Note: Check the "LLC" box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner.
☐ Other (see instructions) | 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
Exempt payee code (if any)
Exemption from Foreign Account Tax Compliance Act (FATCA) reporting code (if any)
(Applies to accounts maintained outside the United States.) |
| | 5 Address (number, street, and apt. or suite no.). See instructions. | Requester's name and address (optional) |
| | 6 City, state, and ZIP code | |
| | 7 List account number(s) here (optional) | |

Part I Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.

Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter.

Social security number
		-	-
or
Employer identification number
	-

Part II Certification

Under penalties of perjury, I certify that:

The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and
I am a U.S. citizen or other U.S. person (defined below); and
The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.

Sign Here	Signature of U.S. person	Date

General Instructions

Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.

What's New

Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the "LLC" box and enter its appropriate tax classification.

New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

Purpose of Form

An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they

Cat. No. 10231X

Form W-9 (Rev. 3-2024)

Form W-9 (Rev. 3-2024)
Page 2

must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.

Form 1099-INT (interest earned or paid).
Form 1099-DIV (dividends, including those from stocks or mutual funds).
Form 1099-MISC (various types of income, prizes, awards, or gross proceeds).
Form 1099-NEC (nonemployee compensation).
Form 1099-B (stock or mutual fund sales and certain other transactions by brokers).
Form 1099-S (proceeds from real estate transactions).
Form 1099-K (merchant card and third-party network transactions).
Form 1098 (home mortgage interest), 1098-E (student loan interest), and 1098-T (tuition).
Form 1099-C (canceled debt).
Form 1099-A (acquisition or abandonment of secured property).

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.

Caution: If you don't return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.

By signing the filled-out form, you:

Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);
Certify that you are not subject to backup withholding; or
Claim exemption from backup withholding if you are a U.S. exempt payee; and
Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and
Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.

Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

An individual who is a U.S. citizen or U.S. resident alien;
A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States;
An estate (other than a foreign estate); or
A domestic trust (as defined in Regulations section 301.7701-7).

Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441-1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.

The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.

In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity.
In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust.
In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust.

See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.

Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.

The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
The treaty article addressing the income.
The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
The type and amount of income that qualifies for the exemption from tax.
Sufficient facts to justify the exemption from tax under the terms of the treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.

Backup Withholding

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called "backup withholding." Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

You do not furnish your TIN to the requester;
You do not certify your TIN when required (see the instructions for Part II for details);
The IRS tells the requester that you furnished an incorrect TIN;
The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or
You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under "By signing the filled-out form" above (for reportable interest and dividend accounts opened after 1983 only).

Form W-9 (Rev. 3-2024)
Page 3

Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.

See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.

What Is FATCA Reporting?

The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.

Updating Your Information

You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

Penalties

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific Instructions

Line 1

You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.

If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9.

Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.

Note for ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.

Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or "doing business as" (DBA) name on line 2.
Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity's name as shown on the entity's tax return on line 1 and any business, trade, or DBA name on line 2.
Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2.
Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner's name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner's name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN.

Line 2

If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.

Line 3a

Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.

IF the entity/individual on line 1 is a(n) ...	THEN check the box for ...
• Corporation	Corporation.
• Individual or
• Sole proprietorship	Individual/sole proprietor.
• LLC classified as a partnership for U.S. federal tax purposes or
• LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation	Limited liability company and enter the appropriate tax classification:
P = Partnership,
C = C corporation, or
S = S corporation.
• Partnership	Partnership.
• Trust/estate	Trust/estate.

Line 3b

Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.

Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).

If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.

Line 4 Exemptions

If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.

Exempt payee code.

Generally, individuals (including sole proprietors) are not exempt from backup withholding.
Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends.
Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions.
Corporations are not exempt from backup withholding with respect to attorneys' fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC.

The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space on line 4.

1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).

Form W-9 (Rev. 3-2024)
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2—The United States or any of its agencies or instrumentalities.
3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
4—A foreign government or any of its political subdivisions, agencies, or instrumentalities.
5—A corporation.
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or territory.
7—A futures commission merchant registered with the Commodity Futures Trading Commission.
8—A real estate investment trust.
9—An entity registered at all times during the tax year under the Investment Company Act of 1940.
10—A common trust fund operated by a bank under section 584(a).
11—A financial institution as defined under section 581.
12—A middleman known in the investment community as a nominee or custodian.
13—A trust exempt from tax under section 664 or described in section 4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.

IF the payment is for . . .	THEN the payment is exempt for . . .
• Interest and dividend payments	All exempt payees except for 7.
• Broker transactions	Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012.
• Barter exchange transactions and patronage dividends	Exempt payees 1 through 4.
• Payments over $600 required to be reported and direct sales over $5,000^{1}	Generally, exempt payees 1 through 5.^{2}
• Payments made in settlement of payment card or third-party network transactions	Exempt payees 1 through 4.

1 See Form 1099-MISC, Miscellaneous Information, and its instructions.
2 However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency.

Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with "Not Applicable" (or any similar indication) entered on the line for a FATCA exemption code.

A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).
B—The United States or any of its agencies or instrumentalities.
C—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).

F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.
G—A real estate investment trust.
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.
I—A common trust fund as defined in section 584(a).
J—A bank as defined in section 581.
K—A broker.
L—A trust exempt from tax under section 664 or described in section 4947(a)(1).
M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan.

Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.

Line 5

Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter "NEW" at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.

Line 6

Enter your city, state, and ZIP code.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.

If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner's SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity's EIN.

Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.

If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter "Applied For" in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note: Entering "Applied For" means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.

Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.

Form W-9 (Rev. 3-2024)
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Part II. Certification

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.

Signature requirements. Complete the certification as indicated in items 1 through 5 below.

Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. "Other payments" include payments made in the course of the requester's trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the Requester

For this type of account:	Give name and SSN of:
1. Individual	The individual
2. Two or more individuals (joint account) other than an account maintained by an FFI	The actual owner of the account or, if combined funds, the first individual on the account¹
3. Two or more U.S. persons (joint account maintained by an FFI)	Each holder of the account
4. Custodial account of a minor (Uniform Gift to Minors Act)	The minor²
5. a. The usual revocable savings trust (grantor is also trustee)	The grantor-trustee¹
b. So-called trust account that is not a legal or valid trust under state law	The actual owner¹
6. Sole proprietorship or disregarded entity owned by an individual	The owner³
7. Grantor trust filing under Optional Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))**	The grantor⁴
For this type of account:	Give name and EIN of:
---	---
8. Disregarded entity not owned by an individual	The owner
9. A valid trust, estate, or pension trust	Legal entity⁴
10. Corporation or LLC electing corporate status on Form 8832 or Form 2553	The corporation
11. Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
12. Partnership or multi-member LLC	The partnership
13. A broker or registered nominee	The broker or nominee
14. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity
15. Grantor trust filing Form 1041 or under the Optional Filing Method 2, requiring Form 1099 (see Regulations section 1.671-4(b)(2)(i)(B))**	The trust

¹ List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person's number must be furnished.

² Circle the minor's name and furnish the minor's SSN.

³ You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

⁴ List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

Note: The grantor must also provide a Form W-9 to the trustee of the trust.

** For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041.

Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records From Identity Theft

Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

Protect your SSN,
Ensure your employer is protecting your SSN, and
Be careful when choosing a tax return preparer.

If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.

For more information, see Pub. 5027, Identity Theft Information for Taxpayers.

Form W-9 (Rev. 3-2024)
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Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at [email protected] or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.identityTheft.gov and Pub. 5027.

Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.

Privacy Act Notice

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.

INSTRUCTIONS

1. Use of Letter of Transmittal and Election Form

(a) This Letter of Transmittal and Election Form is not to be used by Beneficial Shareholders. Most SECURE Shareholders are Beneficial Shareholders because the SECURE Shares they beneficially own are not registered in their names, but are instead registered in the name of a broker, dealer, bank, trust company or other nominee. SECURE Shareholders whose SECURE Shares are registered in the name of a broker, dealer, bank, trust company or other nominee should immediately contact such person for assistance in order to take the necessary steps to be able to deposit their SECURE Shares under the Arrangement. Beneficial Shareholders must instruct their broker, dealer, bank, trust company or other nominee to deposit their SECURE Shares.

(b) This Letter of Transmittal and Election Form, or a manually signed facsimile copy thereof, properly completed and duly executed as required by the instructions set forth below, together with (if applicable) certificate(s) and/or DRS Advice(s) representing the deposited SECURE Shares and all other documents as required by the Plan of Arrangement, must be physically received by the Depositary at the office specified below before the Election Deadline. Any SECURE Shareholder who fails to deposit a duly completed Letter of Transmittal and Election Form with the Depositary prior to the Election Deadline will be deemed to have elected to receive the Combination Elected Consideration.

(c) The method of delivery of this Letter of Transmittal and Election Form, certificate(s) and/or DRS Advice(s) representing deposited SECURE Shares and all other documents as required by the Plan of Arrangement is at the option and risk of the person depositing same, and delivery will be deemed effective only when such documents are actually physically received by the Depositary. The Purchaser and SECURE recommend that such documents be delivered by hand to the Depositary and a receipt or acknowledgement of receipt be obtained. If such documents are mailed, the Purchaser and SECURE recommend that registered mail with return receipt be used and that proper insurance be obtained. It is recommended that any such mailing be made sufficiently in advance of the Election Deadline to permit delivery to the Depositary at or prior to the Election Deadline. Delivery will only be effective upon physical receipt by the Depositary. SECURE Shareholders whose SECURE Shares are registered in the name of a nominee should contact their stockbroker, investment dealer, bank, trust company or other nominee for assistance in depositing their SECURE Shares.

(d) The election may have material income tax consequences and holders of SECURE Shares are urged to consult their tax advisors as to their election.

2. Signatures

This Letter of Transmittal and Election Form must be completed and signed by the holder of SECURE Shares or by such holder's duly authorized representative (in accordance with Instruction 4).

(a) If this Letter of Transmittal and Election Form is signed by the registered owner(s) of the accompanying certificate(s) and/or DRS Advice(s) representing SECURE Shares, such signature(s) on this Letter of Transmittal and Election Form must correspond with the name(s) as registered or as written on the face of such certificate(s) and/or DRS Advice(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such transmitted certificate(s) and/or DRS Advice(s) are owned by two or more joint owners, all such owners must sign this Letter of Transmittal and Election Form.

(b) If this Letter of Transmittal and Election Form is signed by a person other than the registered owner(s) of the deposited SECURE Shares or if cheque(s) (or wire transfer(s) if requested), certificate(s) and/or DRS Advices representing cash and/or Consideration Shares, as the case may be, are to be issued to a person other than the registered holder(s): (i) such deposited certificate(s) or DRS Advice(s) representing SECURE Shares must be endorsed or be accompanied by an appropriate share transfer power of attorney duly and properly completed by the registered owner(s); and (ii) the signature(s) on such endorsement or share transfer power of attorney must correspond exactly to the name(s) of the registered owner(s) as registered or as appearing on the certificate(s) or DRS Advice(s) and must be guaranteed as noted in Instruction 3 below.

(c) If deposited SECURE Shares are registered in different forms (e.g. "Joe Doe" and "J. Doe"), a separate Letter of Transmittal and Election Form should be signed for each different registration.

3. Guarantee of Signatures

If this Letter of Transmittal and Election Form is executed by a person other than the registered owner(s) of the deposited SECURE Shares or if cheque(s) (or wire transfer(s) if requested), certificate(s) and/or DRS Advices representing cash and/or Consideration Shares, as the case may be, are to be issued to a person other than such registered owner(s) (see Box A) as shown on the register of SECURE Shareholders maintained by SECURE's transfer agent on its behalf such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution).

An "Eligible Institution" means a Canadian Schedule 1 chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada and/or the United States, members of the Canadian Investment Regulatory Organization, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States.

4. Fiduciaries, Representatives and Authorizations

Where this Letter of Transmittal and Election Form or any certificate or share transfer power of attorney is executed by a person as an executor, administrator, trustee, guardian, attorney-in-fact, agent, or officer on behalf of a corporation, partnership or association, or is executed by any other person acting in a fiduciary or representative capacity, such person should so indicate when signing and this Letter of Transmittal and Election Form then in each case such signature must be accompanied by satisfactory evidence of such person's authority to act dated within 6 months of submission. Each of the Purchaser, SECURE or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.

5. Delivery Instructions

The DRS Advice(s), certificate(s) representing Consideration Shares and/or cheque(s) to be issued in exchange for the deposited SECURE Shares will be issued in the name of the person indicated in Box A and delivered to the physical address indicated in Box A (unless another name and/or address have been provided in Box B). If a DRS Advice, certificate and/or a cheque is to be held for pick-up at the office of the Depositary, complete Box C. If neither Box A nor Box B is completed, any DRS Advice certificate and/or cheque issued in exchange for the deposited SECURE Shares will be issued in the name of the registered holder of such SECURE Shares and, unless Box C is completed, will be mailed to the address of the registered holder of such SECURE Shares as it appears on the register of SECURE Shareholders. Any DRS Advice or certificate mailed in accordance with this Letter of Transmittal and Election Form will be deemed to be delivered at the time of mailing.

Notwithstanding any of the provisions of this Letter of Transmittal and Election Form, the Arrangement Agreement or Plan of Arrangement, the Share Consideration to be delivered to SECURE Shareholders will not be mailed if the Purchaser determines that delivery thereof by mail may be delayed. Persons entitled to the Share Consideration that are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the deposited SECURE Shares in respect of which certificate(s) and/or DRS Advice(s) are being issued were originally deposited upon application to the Depositary until such time as the Purchaser has determined that delivery by mail will no longer be delayed. Notwithstanding the foregoing, the Share Consideration not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are available for delivery at the office of the Depositary at which the SECURE Shares were deposited and payment for those SECURE Shares shall be deemed to have been immediately made upon such deposit.

None of the Purchaser, SECURE or the Depositary are liable for failure to notify SECURE Shareholders, nor do they have any obligation to notify SECURE Shareholders, who make a deficient deposit with the Depositary.

6. No Interest Payable

Under no circumstances will interest on the Consideration payable to SECURE Shareholders (together with any dividends or other distributions with respect thereto pursuant to the Plan of Arrangement and the net proceeds from the sale of any fractional interests of the Consideration Shares pursuant to the Plan of Arrangement) by the Purchaser for their SECURE Shares under the Arrangement be payable by the Purchaser or the Depositary by reason of any delay in paying such Consideration or otherwise.

7. Currency of Payment

All cash payments under the Arrangement will be paid in Canadian dollars.

8. Miscellaneous

(a) If the space on this Letter of Transmittal and Election Form is insufficient to list all certificate(s) or DRS Advice(s) for deposited SECURE Shares, the required information with respect to each of the SECURE Shares deposited hereunder may be included in a separate list affixed to this Letter of Transmittal and Election Form, which separate list must be signed by the SECURE Shareholder.

(b) All elections and deposits made under this Letter of Transmittal and Election Form are irrevocable and may not be withdrawn.

(c) If SECURE Shares are registered in different forms (e.g. “John Doe” and “J. Doe”), a separate Letter of Transmittal and Election Form should be signed for each different registration.

(d) No alternative, conditional or contingent deposits will be accepted. All depositing SECURE Shareholders by execution of this Letter of Transmittal and Election Form (or a facsimile thereof manually signed) waive any right to receive any notice of acceptance of deposited SECURE Shares for payment, except as required by applicable laws.

(e) This Letter of Transmittal and Election Form will be construed in accordance with and governed by the laws of the Province of Alberta and the laws of Canada applicable therein and the holder of SECURE Shares covered by this Letter of Transmittal and Election Form hereby unconditionally and irrevocably attorns to the exclusive jurisdiction of the Province of Alberta and the courts of appeal therefrom.

(f) All questions as to validity, form, eligibility (including timely receipt), and acceptance of any SECURE Shares deposited pursuant to the Arrangement will be determined by the Purchaser in its sole discretion. Depositing SECURE Shareholders agree that such determination shall be final and binding. The Purchaser reserves the absolute right to reject any and all deposits which it determines not to be in proper form or which may be unlawful for it to accept under the laws of any jurisdiction. The Purchaser reserves the absolute right instruct the Depositary to waive or not to waive any and all defects or irregularities contained in any Letter of Transmittal and Election Form or other document and any such waiver or nonwaiver will be binding upon the affected SECURE Shareholders. The granting of a waiver to one or more SECURE Shareholders does not constitute a waiver for any other SECURE Shareholders. There shall be no duty or obligation on the Purchaser, SECURE or the Depositary or any other person to give notice of any defect or irregularity in any deposit of SECURE Shares and no liability shall be incurred by any of them for failure to give such notice.

(g) Before completing this Letter of Transmittal and Election Form, you are urged to read the Circular.

(h) Additional copies of the Circular and the Letter of Transmittal and Election Form may be obtained from the Depositary at their office at the address listed below. Copies of the Circular and the Letter of Transmittal and Election Form are also available under SECURE's issuer profile on SEDAR+ at www.sedarplus.ca.

9. Commissions

No brokerage fees or commissions will be payable by the depositing SECURE Shareholder in connection with depositing SECURE Shares directly with the Depositary.

10. Lost Certificates

This section does not apply to DRS Advice(s). In the event any certificate which immediately prior to the Effective Time represented one or more SECURE Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of SECURE, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, the relevant Consideration to which such holder is entitled to receive for such SECURE Shares under the Plan of Arrangement in accordance with such holder’s Letter of Transmittal and Election Form. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the person to whom such Consideration is to be delivered shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify SECURE and the Purchaser in a manner satisfactory to SECURE and the Purchaser (each acting reasonably) against any claim that may be made against SECURE or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

Alternatively, SECURE Shareholders whose certificates representing SECURE Shares have been lost, stolen or destroyed may participate in the Depositary's blanket bond program with Aviva Insurance Company of Canada by completing Box D above, and submitting the applicable certified cheque or money order made payable to Computershare Investor Services Inc.

11. Time Limitation

Time is of the essence to submit your Letter of Transmittal and Election Form. No former SECURE Shareholder shall have any right, claim or interest of any kind or nature whatsoever in respect of SECURE Shares from and after the third (3rd) anniversary of the Effective Date, including, any entitlement to receive any Consideration for any reason, or any entitlement to dividends or distributions, on or in respect of SECURE Shares or the Consideration, and in accordance with the Plan of Arrangement, all such rights and interests of former SECURE Shareholders shall be deemed to have been surrendered to the Purchaser, and forfeited by such former SECURE Shareholders for no consideration as of such date.

No dividend or other distribution declared or made after the Effective Time with respect to the Consideration Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding SECURE Shares unless and until the holder of such certificate shall have complied with the applicable provisions of the Plan of Arrangement. Subject to applicable Law, at the time of such compliance, there shall, in addition to the delivery of a DRS advice representing the Consideration Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend with a record date after the Effective Time theretofoe paid with respect to such Consideration Shares.

12. Privacy Notice

The Depositary is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you-from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, contact details (such as residential address, correspondence address, email address), social insurance number, survey responses, securities holdings and other financial information. The Depositary uses this to administer your account, to better serve your and its clients' needs and for other lawful purposes relating to its services. The Depositary may transfer personal information to other companies in or outside of Canada that provide data processing and storage or other support in order to facilitate the services it provides. Where the Depositary shares your personal information with other companies to provide services to you, it ensures it has adequate safeguards to protect your personal information. The Depositary also ensures the protection of rights of data subjects under the General Data Protection Regulation, where applicable. The Depositary has prepared a Privacy Code to tell you more about its information practices, how your privacy is protected and how to contact its Chief Privacy Officer. It is available at the Depositary's website, www.computershare.com, or by writing to the Depositary at 320 Bay Street, 14th floor, Toronto, ON M5H 4A6. The Depositary will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.

13. Eligible Holders

An "Eligible Holder" means a beneficial holder of SECURE Shares that is: (a) a resident of Canada for the purposes of the Tax Act and not exempt from tax under Part I of the Tax Act; or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a partnership all members of which that are residents of Canada are exempt from tax under Part I of the Tax Act).

SECURE Shareholders should consult their own tax advisors as to whether they qualify as Eligible Holders.

14. U.S. Persons and IRS Form W-9

The following does not constitute a summary of the tax considerations arising from and relating to the Arrangement, and SECURE Shareholders should review the discussions in the Circular under the headings "Certain Canadian Federal Income Tax Considerations" and "Certain U.S. Federal Income Tax Considerations" and consult with their own tax advisors regarding the tax considerations arising from and relating to the Arrangement.

Under current U.S. federal income tax law, any cash Consideration (including the net proceeds from the sale of any fractional interests) received by a U.S. Shareholder pursuant to the Arrangement, and any dividends or other distributions (to the extent characterized as a dividend) to which such U.S. Shareholder may be entitled in connection with the Arrangement (collectively, for purposes of this Instruction 14, the Consideration, net proceeds from the sale of any fractional interests, and the

foregoing dividends and other distributions, "Payments"), may be subject to backup withholding. Each U.S. Shareholder is required to provide the Depositary with a correct Taxpayer Identification Number or Employer Identification Number ("TIN") on the IRS Form W-9, which is provided above, and to certify whether such holder is subject to backup withholding of U.S. federal income tax. Failure to provide the information in the IRS Form W-9 may subject a U.S. Shareholder to penalties imposed by the IRS and 24% backup withholding on the Payments issuable to such holder in connection with the Arrangement. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained by the holder from the IRS, provided that the required information is timely furnished to the IRS. The Depositary cannot refund amounts withheld by reason of backup withholding. Failure to provide a correct TIN may result in additional fines. More serious penalties may be imposed for providing false information which, if willfully done, may result in fines and/or imprisonment.

For purposes of this Letter of Transmittal, you are a "U.S. person" if you are for U.S. federal income tax purposes (a) an individual who is a citizen or resident of the United States; (b) a corporation organized under the laws of the United States, any state thereof, or the District of Columbia or that is otherwise treated as a U.S. domestic corporation for U.S. federal income tax purposes; (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source; (d) a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person; or (e) a partnership, limited liability company or other entity classified as a partnership for U.S. federal income tax purposes that is created or organized in or under the laws of the United States, any state thereof, or the District of Columbia.

Exempt holders are not subject to backup withholding requirements. To prevent possible erroneous backup withholding, an exempt holder must enter its correct TIN in the IRS Form W-9 and sign and date the form.

If a U.S. Shareholder has not been issued a TIN and has applied for one or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN in the IRS Form W-9. If "Applied For" is written in the IRS Form W-9 and the Depositary is not provided with a TIN prior to the Effective Time of the Arrangement, the Depositary may withhold 24% of all Payments due to such holder in connection with the Arrangement until a TIN is provided to the Depositary.

If the IRS Form W-9 is not applicable to a U.S. Shareholder because such U.S. Shareholder is not a U.S. person, such U.S. Shareholder will instead need to submit an appropriate and properly completed IRS Form W-8, signed under penalty of perjury, to avoid backup withholding. An appropriate IRS Form W-8 may be obtained from the Depositary or from the IRS website at www.irs.gov.

A U.S. SHAREHOLDER WHO FAILS TO PROPERLY COMPLETE THE IRS FORM W-9 SET OUT IN THIS LETTER OF TRANSMITTAL OR THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO PENALTIES IMPOSED BY THE IRS AND BACKUP WITHHOLDING OF 24% OF THE PAYMENTS ISSUABLE TO SUCH HOLDER PURSUANT TO THE ARRANGEMENT. BACKUP WITHHOLDING IS NOT AN ADDITIONAL TAX. RATHER, THE TAX LIABILITY OF PERSONS SUBJECT TO BACKUP WITHHOLDING WILL BE REDUCED BY THE AMOUNT OF TAX WITHHELD. IF WITHHOLDING RESULTS IN AN OVERPAYMENT OF TAXES, A REFUND MAY BE OBTAINED BY TIMELY FILING A CLAIM FOR REFUND WITH THE IRS. THE DEPOSITARY CANNOT REFUND AMOUNTS WITHHELD BY REASON OF BACKUP WITHHOLDING.

EACH SECURE SHAREHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR TO DETERMINE WHETHER SUCH HOLDER IS REQUIRED TO FURNISH AN IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 OR IS EXEMPT FROM BACKUP WITHHOLDING AND INFORMATION REPORTING.

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The Depositary is:

COMPUTERSHARE INVESTOR SERVICES INC.

By Hand or by Courier

320 Bay Street, 14th Floor,
Toronto, Ontario
M5H 4A6
Attention: Corporate Actions

By Mail

P.O. Box 7021
31 Adelaide St E
Toronto, ON M5C 3H2
Attention: Corporate Actions

For Enquiries Only

Toll Free: 1-800-564-6253
International Calls: 1-514-982-7555
E-Mail: [email protected]

Any questions and requests for assistance may be directed by registered SECURE Shareholders to the Depositary at the telephone numbers, email address and locations set out above.