Superior Plus Corp. — Merger & Acquisition 2022

Dec 31, 2022

SUPERIOR PLUS CORP.

- and -

CERTARUS LTD.

ARRANGEMENT AGREEMENT

December 21, 2022

ARTICLE1	INTERPRETATION 3
1.1	DefinedTerms.3
1.2	CertainRules of Interpretation.21
ARTICLE2	THE ARRANGEMENT22
2.1	Arrangement22
2.2	InterimOrder22
2.3	CertarusMeeting23
2.4	CertarusCircular24
2.5	FinalOrder25
2.6	CourtProceedings25
2.7	EmployeeObligations26
2.8	CertarusOptionsand Certarus RSUs27
2.9	Articlesof Arrangement and Effective Date28
2.10	PaymentofConsideration28
2.11	WithholdingTaxes 29
2.12	VotingAgreements29
2.13	U.S.Securities Laws29
2.14	Pre-Acquisition Re-organization30
ARTICLE3	REPRESENTATIONS AND WARRANTIES 31
3.1	Representations and Warranties of Certarus 31
3.2	Representations and Warranties of Superior31
ARTICLE4	COVENANTS32
4.1	ConductofBusiness of Certarus32
4.2	Covenantsof Certarus Relating to the Arrangement36
4.3	Conductof Business of Superior38
4.4	CovenantsofSuperior Relating to the Arrangement38
4.5	Regulatory Approvals41
4.6	AccesstoInformation; Confidentiality42
4.7	Assistance with Financing43
4.8	FurtherAssurances44
4.9	PublicCommunications44
4.10	NoticeandCureProvisions45
4.11	Insuranceand Indemnification45
4.12	RWIPolicies46
4.13	CertarusEmployment Matters46
	ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION AND
	ACQUISITIONPROPOSALS47
5.1	Non-Solicitation47
5.2	NotificationofAcquisition Proposals48
5.3	RespondingtoanAcquisition Proposal49
5.4	Respondingtoa Superior Proposal and Right to Match 50

5.5	BreachbySubsidiaries or Representatives52
ARTICLE6	CONDITIONS52
6.1	MutualConditions Precedent52
6.2	AdditionalConditions Precedent to the Obligations of Superior53
6.3	AdditionalConditions Precedent to the Obligations of Certarus54
6.4	ExclusiveConditions; Satisfaction of Conditions55
ARTICLE7	TERM AND TERMINATION55
7.1	Term55
7.2	Termination55
7.3	EffectofTermination57
ARTICLE8	GENERAL PROVISIONS58
8.1	Amendments58
8.2	Termination Amounts58
8.3	InjunctiveRelief and Remedies60
8.4	Notices61
8.5	Timeofthe Essence62
8.6	ThirdParty Beneficiaries62
8.7	Waiver.62
8.8	EntireAgreement62
8.9
	Successors and Assigns.63
8.10	Severability63
8.11	GoverningLawand Dispute Resolution. 63
8.12	RulesofConstruction.63
8.13	NoLiability63
8.148.15	Language.64Counterparts64

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of December 21, 2022.

BETWEEN:

SUPERIOR PLUS CORP., a corporation subsisting under the Laws of Canada ("Superior")

– and –

CERTARUS LTD., a corporation subsisting under the Laws of the Province of Alberta ("Certarus")

WHEREAS Superior proposes to acquire all of the issued and outstanding Certarus Shares (as defined herein);

AND WHEREAS the Parties (as defined herein) intend to carry out the transactions contemplated herein by way of an arrangement under section 193 of the ABCA (as defined herein), on the terms and subject to the conditions set out in the Plan of Arrangement (as defined herein);

AND WHEREAS the Parties have entered into this Agreement (as defined herein) to provide for the matters referred to in the foregoing recitals and for other matters relating to the Arrangement (as defined herein);

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as set forth herein.

ARTICLE 1 INTERPRETATION

1.1 Defined Terms.

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

• (1) "ABCA" means the Business Corporations Act (Alberta);

• (2) "Acquisition Proposal" means, other than the transactions contemplated by this Agreement, and other than any transaction involving only Certarus and/or one or more of the Certarus Subsidiaries, any offer, proposal, inquiry, request for discussions or negotiations (written or oral), public announcement or other public disclosure of an intention from any Person or group of Persons "acting jointly or in concert" (within the meaning of National Instrument 62-104, Take-Over Bids and Issuer Bids) other than Superior or its affiliates relating to:

  • (a) any direct or indirect sale, disposition, partnership or joint venture (or any lease, longterm supply agreement or other arrangement having the same economic effect as a sale), in a single transaction or a series of related transactions, of assets (including securities of the Certarus Subsidiaries) representing, in each case on a consolidated basis, 20% or more of the assets of Certarus and the Certarus Subsidiaries or contributing 20% or more of the revenue of Certarus and the Certarus Subsidiaries;

• (c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up, or other similar transaction, in a single transaction or a series of related transactions, involving Certarus or the Certarus Subsidiaries; or

• (d) any other transaction or series of related transactions, the consummation of which could reasonably be expected to: (1) impede, interfere with, prevent, impair or delay the transactions contemplated by this Agreement or the Arrangement; or (2) materially reduce the benefits to Superior under this Agreement or the Arrangement;

• (3) "affiliate" has the meaning specified in National Instrument 45-106 Prospectus Exemptions;

• (4) "Agreement" means this arrangement agreement as may be amended from time to time as provided herein, together with the Schedules attached hereto, the Certarus Disclosure Letter, and the Superior Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof;

• (5) "Anti-Corruption Laws" has the meaning ascribed thereto in Section Schedule C(42) of Schedule C;

• (6) "Anti-Money Laundering Laws" has the meaning ascribed thereto in Section Schedule C(41) of Schedule C;

• (7) "Arrangement" means an arrangement under Section 193 of the ABCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the prior written consent of Certarus and Superior, each acting reasonably;

• (8) "Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Certarus Meeting by the Certarus Shareholders, substantially in the form set out in Schedule B;

• (9) "Articles of Arrangement" means the articles of arrangement of Certarus in respect of the Arrangement, required by Subsection 193(10) of the ABCA to be sent to the Registrar after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to Certarus and Superior, each acting reasonably;

• (10) "associate" has the meaning specified in the Securities Act;

Subsidiaries;

(11) "Authorization" means, with respect to any Person, any authorization, order, permit, approval, consent, waiver, licence, registration or similar authorization of any Governmental Entity having jurisdiction over the Person;

• (12) "Breaching Party" has the meaning ascribed thereto in Section 4.10;

• (13) "Business Day" means any day of the year, other than a Saturday, Sunday or any statutory holiday in Toronto, Ontario or Calgary, Alberta;

• (14) "CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act of 2020 together with all guidance issued by any Governmental Entity with respect thereto, any executive order, or executive memo (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) intended to address the consequences of COVID-19, and any analogous or similar provisions under Law;

• (15) "Cash Consideration" has the meaning ascribed thereto in the Plan of Arrangement;

• (16) "Certarus Assets" means all of the assets, properties, Authorizations, rights or other privileges (whether contractual or otherwise) of Certarus and the Certarus Subsidiaries;

• (17) "Certarus Board" means the board of directors of Certarus, as constituted from time to time;

• (18) "Certarus Board Recommendation" has the meaning ascribed thereto in Section 2.4(2)(c);

• (19) "Certarus Change of Control Payments" means all obligations of Certarus (or any Certarus Subsidiaries) pursuant to all employment and consulting Contracts, incentive plans (excluding any and all payments on the settlement of Certarus DSUs), termination, severance or retention plans, Contracts or policies for severance, termination or other payments or benefits arising out of or in connection with the Arrangement (whether accruing at any time on or following the Effective Date) all of which costs and expenses are fully disclosed in the Certarus Disclosure Letter, together with the aggregate amount of Taxes (including the employer portion of payroll or employment Taxes) incurred in connection with any such payments;

• (20) "Certarus Circular" means the notice of the Certarus Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the Certarus Shareholders in connection with the Certarus Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement;

• (21) "Certarus Constating Documents" means the articles of incorporation and by-laws of Certarus and all amendments to such articles or by-laws;

• (22) "Certarus Contractors" means all independent contractors, dependent contractors and consultants of Certarus and the Certarus Subsidiaries for whom there is a risk that a Governmental Entity may find them, or any Person they engage, retain or employ, under Law, to be or to have been employees or co-employers of Certarus or the Certarus Subsidiaries;

• (23) "Certarus Disclosure Letter" means the disclosure letter dated the date of this Agreement and delivered by Certarus to Superior with this Agreement;

• (24) "Certarus DSU Plan" means the deferred share unit plan of Certarus;

• (25) "Certarus DSUs" means the deferred share units granted under, or governed by, the Certarus DSU Plan;

• (26) "Certarus Employee" means any officer and employee of Certarus or any of the Certarus Subsidiaries;

• (27) "Certarus Exercise Agreements" means agreements, in form satisfactory to each of Certarus and Superior, acting reasonably, to be entered into between Certarus, Superior and Certarus Optionholders whereby the Certarus Optionholder agrees to exercise such Certarus Options in accordance with Section 2.8(2);

• (28) "Certarus Financial Statements" means, collectively:

  • (a) the audited financial statements of Certarus as at and for the year ended December 31, 2021, together with the notes thereto and the report of the auditors thereon; and
  • (b) the interim unaudited financial statements of Certarus as at and for the three and nine month periods ended September 30, 2022, together with the notes thereto;

• (29) "Certarus Intellectual Property" has the meaning ascribed thereto in Section Schedule C(23)(a) of Schedule C;

• (30) "Certarus IT System" has the meaning ascribed thereto in Section Schedule C(24) of Schedule C;

• (31) "Certarus Meeting" means the special meeting of the Certarus Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and related matters;

• (32) "Certarus Option Plan" means the stock option plan of Certarus;

• (33) "Certarus Optionholders" means the holders of Certarus Options;

• (34) "Certarus Options" means the stock options granted under, or governed by, the Certarus Option Plan;

• (35) "Certarus PSUs" means the performance share units granted under, or governed by, the Certarus RPSU Plan;

• (36) "Certarus Required Approval" has the meaning ascribed thereto in Section 2.2(2);

• (37) "Certarus RPSU Plan" means the restricted and performance share unit plan of Certarus;

• (38) "Certarus RSU Holders" means the holders of Certarus RSUs;

• (39) "Certarus RSUs" means the restricted share units granted under, or governed by, the Certarus RPSU Plan;

• (40) "Certarus Securityholders" means, collectively, the Certarus Shareholders and the Certarus Optionholders;

• (41) "Certarus Shareholders" means the registered or beneficial holders of the Certarus Shares, as the context requires;

• (42) "Certarus Shares" means the common shares in the capital of Certarus;

• (43) "Certarus Subsidiaries" means, collectively, Certarus USA and CanGas (US) Inc.;

• (44) "Certarus Transaction Costs" means, collectively, all costs and expenses incurred by Certarus in connection with the transactions contemplated by this Agreement (including any Taxes in respect thereof), including but not limited to, amounts paid and payable under the Certarus Transaction Program, all "run off" directors' and officers' liability insurance costs, legal, the Certarus Change of Control Payments, accounting, audit, financial advisory, Fairness Opinion, printing, and all other administrative or professional fees, costs and expenses of third parties incurred by Certarus, all of which costs and expenses are fully disclosed or, to the extent not yet incurred or known, estimated in the Certarus Disclosure Letter (which disclosure shall be updated by Certarus immediately prior to the Effective Time) but excluding all filing fees to obtain required Regulatory Approvals, all costs and expenses incurred by Certarus pursuant to Section 4.7, the acceleration, vesting and treatment of the Certarus Options and Certarus RSUs as provided in this Agreement and the Plan of Arrangement, the cash amounts paid in respect of the November Awards (as defined in the Certarus Disclosure Letter) and all amounts stated herein as being to the account of Superior;

• (45) "Certarus Transaction Program" has the meaning ascribed thereto in Section 2.7(3);

• (46) "Certarus USA" means Certarus (USA) Ltd., a corporation existing pursuant to the Laws of the State of Delaware;

• (47) "Certificate of Arrangement" means the certificate of arrangement to be issued by the Registrar pursuant to Subsection193(11) of the ABCA in respect of the Articles of Arrangement giving effect to the Arrangement;

• (48) "Change in Recommendation" has the meaning ascribed thereto in Section 7.2(1)(d)(ii);

• (49) "Code" means the United States Internal Revenue Code of 1986;

• (50) "Collective Agreement" means any collective bargaining agreement or union agreement applicable to Certarus and/or any of the Certarus Subsidiaries and all related documents, including letters or memoranda of understanding, letters of intent and other written communications with bargaining agents which impose any obligations upon Certarus and/or any of the Certarus Subsidiaries;

• (51) "Commissioner of Competition" means the Commissioner of Competition appointed pursuant to Subsection 7(1) of the Competition Act or any other Person duly authorized to perform duties on behalf of the Commissioner of Competition;

• (52) "Competition Act" means the Competition Act (Canada);

• (53) "Competition Act Approval" means the occurrence of either of the following:

  • (a) the Commissioner has issued an advance ruling certificate pursuant to section 102 of the Competition Act in respect of the transactions contemplated by this Agreement; or
  • (b) both (i) the applicable waiting period under subsection 123(1) of the Competition Act shall have expired or have been waived in accordance with subsection 123(2) of the

Competition Act or the obligation to provide a premerger notification in accordance with Part IX of the Competition Act shall have been waived in accordance with paragraph 113 (c) of the Competition Act and (ii) the Commissioner shall have advised the Parties in writing that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement.

• (54) "Confidentiality Agreement" means, collectively, the confidentiality agreement dated April 6, 2021, as amended on September 21, 2022, and the confidentiality agreement dated October 19, 2022, in each case, between Certarus and Superior Plus LP, as same may be amended from time to time;
• (55) "Continuing Employee" has the meaning ascribed thereto in Section 2.7(1)(b);
• (56) "Contract" means any agreement, commitment, engagement, contract, franchise, licence, lease, obligation, undertaking or joint venture (written or oral) to which Certarus or any of the Certarus Subsidiaries is a party or by which it is bound or affected or to which any of the Certarus Assets is subject;
• (57) "Credit Facility" means the third amended and restated credit agreement dated as of December 3, 2021 among, inter alios, Certarus, as borrower, The Toronto-Dominion Bank, as administrative agent (the "Administrative Agent"), and the financial institutions party thereto, as lenders (the "Lenders"), as amended by a first amendment dated as of November 2, 2022;
• (58) "Credit Facility Indebtedness Amount" means the total indebtedness outstanding under the Credit Facility at the Effective Time;
• (59) "Debt Financing" means the financing of Superior's cash obligations to Certarus Shareholders under the Arrangement which, as of the date hereof, includes the entering into of incremental senior secured credit facilities (but, for greater certainty, excludes drawings under Superior's existing senior secured credit facilities, as the same may be amended or amended and restated);
• (60) "Debt Financing Documents" has the meaning ascribed thereto in Section (24) of Schedule D;
• (61) "Depositary" means such Person as Superior may appoint to act as depositary for the Certarus Shares in relation to the Arrangement, with approval of Certarus, acting reasonably;
• (62) "Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement;
• (63) "Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement;
• (64) "Effective Time" has the meaning ascribed thereto in the Plan of Arrangement;
• (65) "Employee Plans" means all compensation, severance, change in control pay, termination pay, health, welfare, fringe benefit, supplemental unemployment benefit, bonus, commission, profit sharing, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share or equity purchase, share or equity compensation, share- or equityrelated compensation, disability, retirement, pension or supplemental retirement plans and similar employee, director or other service provider compensation or benefit plans, policies, practices,

contracts, trusts, funds, agreements or arrangements for the benefit of the current or former directors of Certarus, any of the Certarus Subsidiaries, the Certarus Employees, the former Certarus Employees or the Certarus Contractors or the former Certarus Contractors, or any of their respective beneficiaries, including, but not limited to, each "employee benefit plan," within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), which are maintained, sponsored or funded by or binding upon Certarus, any of the Certarus Subsidiaries or any ERISA Affiliate, or in respect of which Certarus, any of the Certarus Subsidiaries or any ERISA Affiliate may have any liability contingent or otherwise, whether written or oral, funded or unfunded, insured or uninsured, registered or unregistered, other than (a) any statutory plans administered by a Governmental Entity, including the Canada Pension Plan and Québec Pension Plan and plans administered pursuant to applicable federal or provincial health, workers' compensation or employment insurance legislation, and (b) offer letters and employment agreements;

• (66) "Environmental Laws" means all Laws and Contracts with Governmental Entities relating to public health and safety, worker health and safety, noise control, pollution, reclamation or the protection of the environment, protected species and habitats, waters subject to jurisdiction of a Governmental Entity, cultural or archaeological resources, or to the generation, production, installation, use, storage, treatment, transportation, disposal, handling, transportation, Release or threatened Release of Hazardous Substances, including civil responsibility for acts or omissions with respect to the environment and all Authorizations issued pursuant to such Laws or agreements;
• (67) "ERISA" means the United States Employee Retirement Income Security Act of 1974;
• (68) "ERISA Affiliate" means any other current or former Person that, together with Certarus or any Certarus Subsidiary could be deemed a "single employer" within the meaning of Section 4001(b) (1) of ERISA or Section 414(b), (c), (m), or (o) of the Code, and the regulations issued thereunder;
• (69) "Fairness Opinion" means the fairness opinion of the Financial Advisor to the effect that, as of the date of such opinion, the consideration to be received by the Certarus Shareholders under the Arrangement is fair, from a financial point of view, to the Certarus Shareholders;
• (70) "Final Order" means the final order of the Court pursuant to Section 193(9)(a) of the ABCA in a form acceptable to Certarus and Superior, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Certarus and Superior, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (provided that any such amendment is acceptable to both Certarus and Superior, each acting reasonably) on appeal;
• (71) "Financial Advisor" means National Bank Financial Inc.;
• (72) "Financing" has the meaning ascribed thereto in Section 4.7(1);
• (73) "Foreign Public Official" means any: (a) officer, employee or representative of any foreign Governmental Entity; (b) officer, employee or representative of any commercial enterprise or entity that is owned or controlled by a foreign Governmental Entity; (c) officer, employee or representative of any public international organization, such as the African Union, the International Monetary Fund, the United Nations or the World Bank; (d) Person acting in an official capacity for any foreign Governmental Entity, enterprise or organization identified above;

or (e) foreign political party, foreign political party official or candidate for foreign political office;

(74) "Fraud" means an actual and intentional misrepresentation of a material existing fact with respect to the making of any statement made by such party with actual knowledge of its falsity and made for the purpose of inducing the other party to act;

(75) "Governmental Entity" means:

• (a) any international, multinational, national, federal, provincial, state, commonwealth, territory, regional, county, municipal, district, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign;
• (b) any subdivision or authority of any of the above;
• (c) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or
• (d) any stock exchange;
• (76) "Hazardous Substances" means any element, waste, material or other substance, whether natural or artificial and whether consisting of gas, liquid, solid or vapour that is prohibited, listed, defined, regulated, judicially interpreted, designated or classified as dangerous, hazardous, radioactive, explosive or toxic, extremely hazardous, restricted hazardous or a pollutant or a contaminant under or pursuant to any Environmental Laws, and specifically including petroleum, compressed natural gas, renewable natural gas and hydrogen, as well as all derivatives thereof or synthetic substitutes therefor, asbestos or asbestos-containing materials, polychlorinated biphenyls (PCBs), perfluoroalkyl and polyfluoroalkyl substances or any substance which is deemed under Environmental Laws to be deleterious to natural resources or worker or public health and safety or having a significant adverse effect upon the environment or human life or health;
• (77) "HSR Act" means the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976;
• (78) "HSR Act Expiration" means, in respect of the transactions contemplated by this Agreement, the expiry, waiver or termination of any applicable waiting periods and any extensions thereof under the HSR Act;
• (79) "HSR Form" has the meaning ascribed thereto in Section 4.5(2);
• (80) "IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards;
• (81) "Information Technology" means all computer, information technology, data processing, and communications systems, components, facilities, and services, including all software, hardware, networks, interfaces, platforms, databases and related data, switches, firmware, middleware, sites, circuits, data communication lines, workstations, routers, hubs, platform and cloud services (including software as a service, platform as a service and infrastructure as a service), telecommunications equipment, operating systems, websites, website content, links, and

equipment relating to the transmission, storage, maintenance, organization, presentation, generation, processing, or analysis of data and information, whether or not in electronic format;

• (82) "Intellectual Property Rights" means, individually and collectively, howsoever created and wherever located:
  • (a) all domestic and foreign patents and applications therefor and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;
  • (b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing;
  • (c) all rights of authorship, copyrights, works, copyright registrations and applications therefor, moral rights, and all other rights corresponding thereto;
  • (d) all trade names, domain names, corporate names, brand names, trade dress, logos, common law trademarks, trademark registrations and applications therefor, and all goodwill associated therewith;
  • (e) any proprietary rights in computer programs, applications and software (both in source code and object code form), including documentation and other materials related thereto;
  • (f) all integrated circuit design, mask work, or topography registrations or applications thereof; and
  • (g) other intellectual or industrial property whatsoever, whether registered or unregistered;
• (83) "Interim Order" means the interim order of the Court in a form acceptable to Certarus and Superior, each acting reasonably, providing for, among other things, the calling and holding of the Certarus Meeting, as such order may be amended by the Court with the consent of Certarus and Superior, each acting reasonably;
• (84) "Law" means any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic, multi-national or foreign, enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise;
• (85) "Lien" means any mortgage, charge, pledge, hypothec, security interest, lien (statutory or otherwise), or adverse right or claim, or other third party interest or encumbrance in property (real or personal) of any kind, in each case, howsoever created or arising, whether fixed or floating, perfected or not, contingent or absolute;
• (86) "Matching Period" has the meaning ascribed thereto in Section 5.4(1)(f);

(87) "Material Adverse Effect" means, with respect to a Party:

• (a) any facts or state of facts, circumstances, changes, effects, occurrences or events that, individually or in the aggregate, are or could reasonably be expected to be material and adverse to the current or future business, operations, assets, properties, capitalization, results of operations, condition (financial or otherwise), liabilities (contingent or otherwise) or obligations of such Party and its Subsidiaries (taken as a whole), in each case except for any such facts or state of facts, circumstance, change, effect, occurrence or event to the extent resulting from:
  • (i) any change, development or condition generally affecting the industries in which such Party and its Subsidiaries operate;
  • (ii) any change in Law, Privacy Obligations, IFRS or regulatory accounting requirements or in the interpretation, application or non-application of the foregoing by any Governmental Entity,
  • (iii) any change or development in currency exchange, interest or inflation rates or in general economic, business, regulatory, political or market conditions or in financial, securities or capital markets in Canada, the United States or in global financial or capital markets;
  • (iv) any natural disaster or act of war or terrorism (or worsening thereof);
  • (v) any general outbreak of illness, pandemic (including COVID-19), epidemic or similar event or the worsening thereof;
  • (vi) any action taken (or omitted to be taken) by such Party or any of its Subsidiaries which is required to be taken (or omitted to be taken) pursuant to this Agreement or that is consented in writing to by the other Party;
  • (vii) any matter disclosed in Section 1.1(87) of the Certarus Disclosure Letter;
  • (viii) the announcement of this Agreement or the pendency or consummation of the Arrangement or the transactions contemplated hereby including any resulting loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of Certarus or Certarus USA with any of their current or prospective employees, customers, clients, shareholders or financing sources, distributors (including broadcasting distribution undertakings), suppliers, counterparties, regulators, insurance underwriters, or partners;
  • (ix) in the case of Certarus resulting from any planning or action taken in respect of any Pre-Closing Acquisition;
  • (x) in the case of Superior, any failure of it to meet any internal or published projections, forecasts, guidance or estimates of revenues, earnings or cash flows; or
  • (xi) in the case of Superior, any change in the trading price or trading volumes of its securities;

but, in the case of each of the foregoing (i) through (v), only to the extent such matter does not have a materially disproportionate effect on such Party and its Subsidiaries (taken as a whole) relative to other companies and entities operating in the industries in which such Party and its Subsidiaries operate and references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretative for the purposes of determining whether a Material Adverse Effect has occurred; or

(b) any facts or state of facts, circumstances, changes, effects, occurrences or events that, individually or in the aggregate, prevent or materially impair or materially delay, or could reasonably be expected to prevent, materially impair or materially delay, the performance by a Party of its obligations under this Agreement or any other transaction contemplated by this Agreement by the Outside Date;

(88) "Material Contract" means any Contract:

• (a) that if terminated or modified or if it ceased to be in effect would reasonably be expected to have a Material Adverse Effect in respect of Certarus;

• (b) in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition of securities or other equity interests of another Person;

• (c) restricting the ability of Certarus or any of the Certarus Subsidiaries to offer to purchase or purchase the assets or equity securities of another Person;

• (d) for the employment of, or receipt of any services from: (i) any director or officer of Certarus or any of the Certarus Subsidiaries; or (ii) any other Person, to the extent any such Contract provides for a change in control payment;

• (e) that is a Collective Agreement;

• (f) in respect of a partnership, joint venture or similar arrangement in which the interest of Certarus exceeds $[redacted] (book value or fair market value);

• (g) relating directly or indirectly to the guarantee of any liabilities, obligations or to indebtedness (currently outstanding or which may become outstanding) for borrowed money in excess of $[redacted];

• (h) under which Certarus or any of the Certarus Subsidiaries is obligated to make or is contracted to receive payments in excess of $[redacted] over the remaining term;

• (i) restricting the incurrence of indebtedness by Certarus or any of the Certarus Subsidiaries (including by requiring the granting of an equal and rateable Lien), restricting the incurrence of any Liens on the Certarus Assets, or restricting the payment of dividends by Certarus or any of the Certarus Subsidiaries;

• (j) that creates an exclusive dealing arrangement or right of first offer or refusal;

• (k) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $[redacted];

• (l) that limits or restricts in any material respect: (i) the ability of Certarus or any of the Certarus Subsidiaries to engage in any line of business or carry on business in any geographic area; or (ii)the scope of Persons to whom Certarus or any of the Certarus Subsidiaries may sell products; or

• (m) providing for the establishment, investment in, organization or formation of any joint venture, partnership or other revenue sharing arrangements in which the interest of Certarus or any of the Certarus Subsidiaries has a fair market value that exceeds $[redacted];

• (89) "Material Customer" has the meaning ascribed thereto in Section Schedule C(19)(a) of Schedule C;

• (90) "Material Supplier" has the meaning ascribed thereto in Section Schedule C(19)(a) of Schedule C;

• (91) "Misrepresentation" has the meaning ascribed thereto under Securities Laws;

• (92) "Non-Solicit Provision" has the meaning ascribed thereto in Section 5.3(1)(c);

• (93) "officer" has the meaning ascribed thereto in the Securities Act;

• (94) "Ordinary Course" means, with respect to an action taken by Certarus or the Certarus Subsidiaries, that such action is consistent with the past practices of Certarus or the Certarus Subsidiaries, is commercially reasonable in the circumstances and is taken in the ordinary course of the normal day-to-day operations of the business of Certarus and the Certarus Subsidiaries;

• (95) "Outside Date" means, subject to extension in accordance with Section 8.38.2(2)(b), May 31, 2023, or such later date as may be agreed to in writing by the Parties, provided that if the Effective Date has not occurred by May 12, 2023 as a result of the failure to satisfy the condition set forth in Section 6.1(3) [Competition Act Approval], or Section 6.1(4) [HSR Act Expiration] then Superior, in its sole discretion, may elect by notice in writing delivered to Certarus by no later than 5:00p.m. on a date that is on or prior to such date or, in the case of subsequent extensions, the date that is on or prior to the Outside Date, as previously extended, to extend the Outside Date from time to time by a specified period of not less than 10 days and not more than 60 days, provided that in aggregate such extensions shall not exceed 60 days from May 31, 2023; provided further that, notwithstanding the foregoing, Superior shall not be permitted to extend the Outside Date if the failure to satisfy any such condition is primarily the result of the breach by Superior of its representations and warranties set forth in this Agreement or Superior's failure to comply with its covenants herein;

• (96) "Owned Real Property" has the meaning ascribed thereto in Section Schedule C(28) of Schedule C;

• (97) "Parties" means Certarus and Superior and "Party" means either one of them;

• (98) "Pay-Out Letter" means a letter from the Administrative Agent under the Credit Facility to Certarus, in form and substance satisfactory to Superior, acting reasonably, which letter, among other things: (a) sets forth the full Credit Facility Indebtedness Amount owing to the Lenders under the Credit Facility as at the Effective Time, including any interest, break fees, and related costs; (b) specifies the wire transfer details for the payment of such amount; and (c) confirms that

upon receipt of such amount: (w) the Credit Facility and all related documents, and the commitments thereunder, are terminated, (x) all Liens granted in favour of the Administrative Agent, the Lenders and any other person in connection with the Credit Facility are released and discharged, (y) all obligations of Certarus and the other obligors under the Credit Facility and related documents are satisfied and fully released including the surrender and return of all original letters of credit and share certificates provided in connection therewith; and (z) Superior and its Representatives are authorized to file discharges of all registrations in respect of the Liens granted in favour of Administrative Agent, the Lenders and any other person in connection with the Credit Facility;

• (99) "Permitted Liens" means, in respect of Certarus or any of the Certarus Subsidiaries, any one or more of the following:
  • (a) Liens for Taxes which are not due nor delinquent or that are being diligently contested in good faith and have been adequately reserved on the Certarus Financial Statements in accordance with IFRS;
  • (b) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course in respect of the construction, maintenance, repair or operation of assets, provided that such Liens are related to obligations that are not material nor due nor delinquent or in respect of which adequate holdbacks are being maintained as required by Law;
  • (c) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any Authorization of Certarus or any of the Certarus Subsidiaries, to terminate any such Authorization or to require annual or other payments as a condition of their continuance;
  • (d) all permits, easements, rights-of-way, zoning restrictions, licenses, reservations and other surface agreements that do not materially interfere with the operations of any real property;
  • (e) reservations and exceptions contained in or implied by statute in the original disposition from a Governmental Entity and grants made by a Governmental Entity of interests so reserved;
  • (f) Liens granted under, or permitted by, the Credit Facility; and
  • (g) Liens listed in Section 1.1(99) of the Certarus Disclosure Letter, but only to the extent such Liens conform to their description therein;
• (100) "Person" includes any natural person, individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including a Governmental Entity), syndicate or other entity, whether or not having legal status;
• (101) "Personal Information" means any information about an identifiable individual, or that is otherwise subject to any Privacy Obligation, including but not limited to name, physical address, telephone number, fax number, email address, credit card or other financial information (including bank account information and financial account number), government-issued identifier (including state identification number, tax identification number, passport number, social security

number and driver's license number). "Personal Information" includes information in any form, including paper, electronic and other forms;

• (102) "Plan of Arrangement" means the plan of arrangement, substantially in the form set out in Schedule A, subject to any amendments or variations to such plan made in accordance with this Agreement or made at the direction of the Court in the Final Order with the prior written consent of Certarus and Superior, each acting reasonably;

• (103) "Pre-Acquisition Reorganization" has the meaning ascribed thereto in Section 2.14;

• (104) "Privacy Obligation" means any applicable Law, contractual obligation, or privacy policy that is related to privacy, security, data protection, telemarketing, electronic messages the Processing of Personal Information, or transfer (including cross-border transfer) of Personal Information, including, but not limited to, Canada's Personal Information Protection and Electronic Documents Act (and any corresponding applicable Canadian provincial laws), the California Consumer Privacy Act, the Federal Trade Commission Act and relevant state law equivalents, the CAN-SPAM Act, contractual data security provisions, state data security laws, state biometric privacy acts, state social security number protection laws, and state data breach notification laws;

• (105) "Proceeding" means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, regulatory, investigative or appellate proceeding), hearing, audit, examination, inquiry, or known investigation commenced, brought, conducted or heard by or before any Governmental Entity;

• (106) "Process" or "Processing" means any operation or set of operations which is performed on Sensitive Data, whether or not by automated means, such as the receipt, access, acquisition, arrangement, collection, copying, creation, maintenance, modification, recording, organization, processing, compilation, selection, structuring, storage, visualization, adaptation, alteration, retrieval, consultation, use, disclosure by transfer, transmission, dissemination or otherwise making available, alignment or combination, restriction, disposal, erasure or destruction;

• (107) "Real Property" has the meaning ascribed thereto in Section Schedule C(30) of Schedule C;

• (108) "Registrar" means the Registrar of Corporations for the Province of Alberta duly appointed under Section 263 of the ABCA;

• (109) "Regulatory Approvals" means, any Authorization, consent, waiver, permit, exemption, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case required or advisable under Laws in connection with the Arrangement, including the Competition Act Approval and the HSR Act Expiration, but excluding the Interim Order and the Final Order and the TSX Approval;

• (110) "Release" has the meaning prescribed in any Environmental Law and includes any release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether sudden, intermittent, gradual, accidental or intentional, without limitation, into or through the environment;

• (111) "Representative" has the meaning ascribed thereto in Section 5.1(1);

• (113) "Reverse Termination Amount Event" has the meaning ascribed thereto in Section 8.2(5);

• (114) "Sanctions" has the meaning ascribed thereto in Section Schedule C(43) of Schedule C;

• (115) "Section 3(a)(10) Exemption" has the meaning ascribed thereto in Section 2.13;

• (116) "Securities Act" means the Securities Act (Alberta);

• (117) "Securities Authority" means the Alberta Securities Commission and the applicable securities commissions or securities regulatory authority of a province or territory of Canada;

• (118) "Securities Laws" means the Securities Act and all rules, regulations, published notices and instruments thereunder, and all comparable securities Laws in each of the provinces and territories of Canada;

• (119) "Security Breach" means any: (a) accidental or unlawful destruction, loss, alteration, corruption, or other misuse of Personal Information transmitted, stored or otherwise Processed; (b) unauthorized or unlawful acquisition, sale, disclosure, loss, rental, access, or other Processing, of Personal Information; or (c) other act or omission that compromises the security, integrity, or confidentiality of Personal Information;

• (120) "SEDAR" means the System for Electronic Document Analysis and Retrieval;

• (121) "Sensitive Data" means any: (a) Personal Information; or (b) trade secret or confidential or proprietary business information of Certarus or the Certarus Subsidiaries;

• (122) "Share Consideration" has the meaning ascribed thereto in the Plan of Arrangement;

• (123) "Solvent" means, with respect to Certarus, on a consolidated basis, on any date of determination, that on such date: (a) the net realizable value of the assets (for the avoidance of doubt, calculated to include goodwill and other intangibles) of Certarus is greater than the total amount of liabilities, in each case, to the extent applicable, calculated in accordance with IFRS; and (b) Certarus is able to pay its debts and liabilities as they become due in the Ordinary Course;

• (124) "Specified Voting Agreement Shareholders" has the meaning specified in Section 5.3(1)(c);

• (125) "Subsidiary" has the meaning ascribed thereto in the Securities Act;

• (126) "Superior Constating Documents" means the articles of incorporation and by-laws of Superior and all amendments to such articles or by-laws;

• (127) "Superior Disclosure Letter" means the disclosure letter dated the date of this Agreement and delivered by Superior to Certarus with this Agreement;

• (128) "Superior Filings" means all documents publicly filed on SEDAR by or on behalf of Superior on or after December 31, 2021;

• (129) "Superior Financial Statements" means, collectively:

  • (a) the audited financial statements of Superior as at and for the year ended December 31, 2021, together with the notes thereto and the report of the auditors thereon; and
  • (b) the interim unaudited financial statements of Superior as at and for the three and nine month periods ended September 30, 2022, together with the notes thereto;

• (130) "Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person who is an arm's length third party made after the date of this Agreement:

  • (a) to acquire not less than all of the outstanding Certarus Shares (other than any Certarus Shares owned by the Person making such Acquisition Proposal or its affiliates) or all or substantially all of the Certarus Assets;
  • (b) that complies with Securities Laws and did not result from a breach of Article 5 of this Agreement or any Contract with the Person making such Acquisition Proposal;
  • (c) that the Certarus Board has determined in good faith (after receiving the advice of its outside legal and financial advisors), is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal;
  • (d) that is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Certarus Board, acting in good faith (after receipt of advice from its financial advisors and its outside legal counsel), that adequate arrangements have been made to ensure that any required financing to complete such Acquisition Proposal at the time and on the basis set out therein will be available;
  • (e) that is not subject to any due diligence and/or access condition; and
  • (f) in respect of which the Certarus Board determines, in its good faith judgment, after receiving the advice of its outside legal counsel and financial advisors and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal (and the Person or group of Persons making such Acquisition Proposal and their affiliates): (i) such Acquisition Proposal would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to Certarus Shareholders than the transactions contemplated by this Agreement (including any amendments to the terms and conditions of this Agreement proposed by Superior pursuant to Section 5.4(2) of this Agreement); and (ii) that the failure by the Certarus Board to recommend such Acquisition Proposal to the Certarus Shareholders and entering into a definitive agreement with respect to such Acquisition Proposal would be inconsistent with its fiduciary duties;

• (131) "Superior Proposal Notice" has the meaning specified in Section 5.4(1)(d);

• (132) "Superior Shares" means the common shares in the capital of Superior;

• (133) "Swaps" means any transaction which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, hedge, commodity option, equity or equity index swap, equity

index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, forward sale, exchange traded futures contract or other similar transaction (including any option with respect to any of these transactions or any combination of these transactions);

• (134) "Tangible Personal Property" means machinery, equipment, furniture, furnishings, office equipment, computer hardware, supplies, materials, vehicles, material handling equipment, implements, parts, tools, jigs, dies, moulds, patterns, tooling and spare parts and tangible assets owned or used or held by Certarus or the Certarus Subsidiaries for use in or relating to the business of Certarus or the Certarus Subsidiaries;

• (135) "Tax Act" means the Income Tax Act (Canada);

• (136) "Tax Returns" means any and all returns, disclosures, reports, declarations, claims for refunds, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes including any amendments thereof;

• (137) "Taxes" means:

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

• (138) "Terminating Party" has the meaning specified in Section 4.10;

• (139) "Termination Amount" has the meaning specified in Section 8.2(2);

• (140) "Termination Amount Event" has the meaning specified in Section 8.2(2);

• (141) "Termination Notice" has the meaning specified in Section 4.10;

• (142) "Third Party Beneficiaries" has the meaning ascribed thereto in Section 8.6(1);

• (143) "Trade Control Laws" has the meaning ascribed thereto in Section Schedule C(44) of Schedule C;

• (144) "TSX" means the Toronto Stock Exchange;

• (145) "TSX Approval" means the conditional approval of the TSX for the listing and posting for trading on the TSX of the Superior Shares to be issued pursuant to the Arrangement, subject only to Superior providing the TSX such required documentation and confirmations as is customary in the circumstances;

• (146) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934;

• (147) "U.S. Securities Act" means the United States Securities Act of 1933;

• (148) "U.S. Securities Laws" means the U.S. federal securities laws, including without limitation, the U.S. Securities Act, the U.S. Exchange Act, and applicable U.S. state securities laws;

• (149) "United States" means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

• (150) "Voting Agreement Shareholders" means the directors and officers of Certarus and certain Certarus Shareholders holding, in aggregate, at least 66 2/3% of the outstanding Certarus Shares;

• (151) "Voting Agreements" means the voting and support agreements entered into prior to or on the date hereof between Superior and the Voting Agreement Shareholders pursuant to which, among other things and subject to certain conditions:

  • (a) such parties have agreed to vote all Certarus Shares held by them in favour of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement and otherwise support the transactions contemplated by this Agreement; and
  • (b) certain parties have agreed to not, directly or indirectly, offer, sell, contract to sell, lend, swap, or enter into any other agreement to transfer the economic consequences of, or otherwise dispose of or deal with, or publicly announce any intention to offer, sell, contract to sell, grant or sell any option to purchase, hypothecate, pledge, transfer, assign, purchase any option or contract to sell, lend, swap or enter into any agreement to transfer the economic consequences of, or otherwise dispose of or deal with, whether through the facilities of a stock exchange, by private placement or otherwise, any of the Superior Shares acquired by it pursuant to the Arrangement for the period of time set forth therein;

• (152) "Waived Benefits" has the meaning ascribed thereto in Section 4.13(1);

• (153) "WARN Act" has the meaning ascribed thereto in Section (31)(l) of Schedule C;

• (154) "Willful Breach" means a breach of this Agreement that is a consequence of: (a) Fraud; or (b) an act or omission undertaken by the Breaching Party with the actual knowledge that the taking of such act or failure to act would, or would be reasonably expected to, cause a breach of this Agreement; and

• (155) "401(k) Plan" has the meaning ascribed thereto in Section 4.13(2).

1.2 Certain Rules of Interpretation.

In this Agreement, unless otherwise specified:

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

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

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

• (4) Certain Phrases, etc. The words (a) "including", "includes" and "include" mean "including (or includes or include) without limitation," (b) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (c) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement.

• (5) Capitalized Terms. All capitalized terms used in any Schedule, in the Certarus Disclosure Letter and the Superior Disclosure Letter have the meanings ascribed to them in this Agreement.

• (6) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge, awareness or belief of Certarus, it is deemed to refer to the actual knowledge or awareness, after due and diligent inquiry, of Curtis Philippon (President and Chief Executive Officer), Robin Kooyman (Chief Financial Officer), Natasha Cherednichenko (Chief Operating Officer), and Dan Bertram (Vice President, Corporate Development) and where any representation or warranty is expressly qualified by reference to the knowledge, awareness or belief of Superior, it is deemed to refer to the actual knowledge or awareness, after due and diligent inquiry, of Luc Desjardins (President and Chief Executive Officer), Beth Summers (Executive Vice President and Chief Financial Officer), Darren Hribar (Senior Vice President and Chief Legal Officer), and Inder Minhas (Senior Vice President, Mergers and Acquisitions).

• (7) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of Certarus required to be made shall be made in a manner consistent with IFRS.

• (8) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise; provided, that for purposes of any representations and warranties contained in this Agreement that are made as of a specific date or dates, references to any statute or other Law shall be deemed to refer to such statute or other Law, as amended, and to any rules or regulations made thereunder, in each case, as of such date.

• (9) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Agreement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

• (10) Time References. Unless otherwise expressly stated, references to time are to local time, Calgary, Alberta.

• (11) Subsidiaries. To the extent any covenants or agreements relate, directly or indirectly, to a Certarus Subsidiary, each such provision shall be construed as a covenant by Certarus to cause (to the fullest extent to which it is legally capable) such Certarus Subsidiary to perform the required action.

• (12) Consent. If any provision requires approval or consent of a Party and such approval or consent is not delivered within the specified time limit, the Party whose consent or approval is required shall be conclusively deemed to have withheld its approval or consent.

• (13) Schedules. The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

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

2.2 Interim Order

As soon as reasonably practicable after the date of this Agreement, Certarus shall apply in a manner reasonably acceptable to Superior pursuant to Section193(4) of the ABCA and, in cooperation with Superior, prepare, file and diligently pursue an application (which application will be heard on or before January 31, 2023) for the Interim Order, which must provide, among other things:

• (1) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Certarus Meeting and for the manner in which such notice is to be provided;

• (2) that the required level of approval for the Arrangement Resolution ("Certarus Required Approval") shall be two-thirds of the votes cast on the Arrangement Resolution by the Certarus Shareholders present in person or represented by proxy at the Certarus Meeting;

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

• (4) for the grant of the Dissent Rights only to those registered Certarus Shareholders as contemplated in the Plan of Arrangement;

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

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

• (7) confirmation of the record date for the purposes of determining the Certarus Shareholders entitled to notice of and to vote at the Certarus Meeting in accordance with the Interim Order and that the record date will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Certarus Meeting; and

• (8) for such other matters as Superior or Certarus may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld or delayed, and subject to approval by the Court.

Certarus shall give the Registrar notice of the application for the Interim Order.

2.3 Certarus Meeting

Subject to the receipt of the Interim Order, the terms and conditions thereof and the terms of this Agreement, Certarus shall in consultation with Superior:

• (1) convene and conduct the Certarus Meeting in accordance with the Interim Order, the Certarus Constating Documents and Law as soon as reasonably practicable and, in any event, on or before February 15, 2023 and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Certarus Meeting without the prior written consent of Superior, except:

  • (a) as required for quorum purposes (in which case the Certarus Meeting shall be adjourned and not cancelled);
  • (b) as required or permitted under Section 4.10 or Section 5.4(6);
  • (c) as required by Law or by a Governmental Entity; or
  • (d) for adjournment(s) or postponement(s) requested by Superior for the purpose of attempting to solicit proxies to obtain the requisite approval of the Arrangement Resolution;

• (2) unless the Certarus Board has made a Change in Recommendation in accordance with Section5.4(1), solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by Superior, acting reasonably, at Superior's expense, using one or more proxy solicitation services firms and cooperating with any Persons engaged by Superior to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution;

• (3) provide Superior with copies of, or access to, information regarding the Certarus Meeting generated by any proxy solicitation services firm, as reasonably requested from time to time by Superior;

• (4) permit Superior to, at Superior's expense, directly or through a proxy solicitation services firm, actively solicit proxies in favour of the Arrangement on behalf of management of Certarus in compliance with Law and disclose in the Certarus Circular that Superior may make such solicitations;

• (5) consult with Superior in fixing the date of the Certarus Meeting and the record date of the Certarus Meeting and give notice to Superior of the Certarus Meeting and allow Superior's Representatives to attend the Certarus Meeting;

• (6) promptly advise Superior, at such times as Superior may reasonably request and at least on a daily basis on each of the last 10 Business Days prior to the date of the Certarus Meeting, as to the aggregate tally of the proxies received by Certarus in respect of the Arrangement Resolution;

• (7) promptly advise and deliver copies to Superior of any communication (written or oral) received by Certarus from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement and/or exercise or purported exercise or withdrawal of Dissent Rights by Certarus Shareholders and, subject to Law, will provide Superior with an opportunity to review and comment upon any written communications sent by or on behalf of Certarus to any such Person and to participate in any discussions, negotiations or proceedings with or including any such Persons;

• (8) not waive any failure by any Certarus Shareholder to timely deliver a notice of exercise of Dissent Rights without the consent of Superior;

• (9) not settle or compromise or agree to settle or compromise with respect to any Dissent Rights without the prior written consent of Superior; and

• (10) not change the record date for the Certarus Shareholders entitled to vote at the Certarus Meeting in connection with any adjournment or postponement of the Certarus Meeting**.**

2.4 Certarus Circular

• (1) Certarus shall, subject to compliance by Superior of its obligations under Section 2.4(4), promptly prepare and complete, in consultation with Superior and its Representatives, the Certarus Circular together with any other documents required by Law in connection with the Certarus Meeting and the Arrangement, and Certarus shall, promptly after obtaining the Interim Order, cause the Certarus Circular and such other documents to be filed and sent to each Certarus Shareholder and other Person subject to the issuance of the Interim Order and as required by the Interim Order and Law, in each case so as to permit the Certarus Meeting to be held by the date specified in Section 2.3(1).

• (2) Certarus shall ensure that the Certarus Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that Certarus shall not be responsible for the accuracy of any information relating to Superior in writing specifically for the purpose of inclusion in the Certarus Circular furnished by or on behalf of Superior or its representatives pursuant to Section 2.4(4)) and provides the Certarus Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the

• (a) any financial statements that are required to be included therein in accordance with Laws;

• (b) a summary and copy of the Fairness Opinion;

• (c) unless the Certarus Board has made a Change in Recommendation in accordance with Section 5.4(1), a statement that the Certarus Board has received the Fairness Opinion and has, after receiving legal and financial advice, unanimously determined that the Arrangement Resolution is in the best interests of Certarus and unanimously recommends that the Certarus Shareholders vote in favour of the Arrangement Resolution (the "Certarus Board Recommendation"); and

• (d) a statement that the Voting Agreement Shareholders have entered into the Voting Agreements and therein agreed to vote all of such Person's Certarus Shares in favour of the Arrangement, subject to the terms and conditions of the Voting Agreements.

• (3) Certarus shall give Superior and its legal counsel a reasonable opportunity to review and comment on drafts of the Certarus Circular and other related documents, and shall give reasonable consideration to any comments made by Superior and its legal counsel, and agrees that all information relating solely to Superior and its affiliates included in the Certarus Circular must be in a form and content satisfactory to Superior, acting reasonably.

• (4) Superior shall provide Certarus with, on a timely basis, all necessary information regarding Superior, its affiliates and the Share Consideration (including any other information relating to Superior following completion of the transactions contemplated hereby) as required by applicable Laws for inclusion in the Certarus Circular or in any amendments or supplements to such Certarus Circular. Superior shall ensure that such information does not contain any Misrepresentation.

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

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Certarus Meeting as required by Law and the Interim Order, Certarus shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 193(9)(a) of the ABCA, as soon as reasonably practicable, but in any event not later than three Business Days after the Arrangement Resolution is passed at the Certarus Meeting as provided for in the Interim Order. Certarus shall give the Registrar notice of the application for the Final Order.

2.6 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, Certarus shall diligently pursue, and cooperate with Superior in diligently pursuing, the Interim Order and

the Final Order and Certarus shall provide Superior and its legal counsel with reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, including by providing on a timely basis a description of any information required to be supplied by Superior for inclusion in such material, prior to the service and filing of that material, and will accept the reasonable comments of Superior and its legal counsel with respect to any such information required to be supplied by Superior and included in such material and any other matters contained therein. Superior shall cooperate with, and assist, Certarus in pursuing the Interim Order and the Final Order, including by providing Certarus on a timely basis any information required to be supplied by Superior in connection therewith. Certarus shall ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with the terms of this Agreement and the Plan of Arrangement. In addition, Certarus shall not object to legal counsel to Superior making such submissions on the application for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that Certarus is advised of the nature of any submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Certarus shall also provide to Superior's legal counsel, on a timely basis, with copies of any notice and evidence served on Certarus or its legal counsel in respect of the application for the Final Order or any appeal therefrom, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to Laws, Certarus shall not file any material with, or make any submissions to, the Court in connection with the Arrangement or serve any such material, and will not agree to modify or amend materials so filed or served, except as contemplated hereby or with Superior's prior written consent, such consent not to be unreasonably withheld or delayed; provided that nothing herein shall require Superior to agree or consent to any increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Superior's obligations, or diminishes or limits Superior's rights, set forth in any such filed or served materials or under this Agreement. Certarus shall oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, Superior.

2.7 Employee Obligations

• (1) Superior covenants and agrees, and after the Effective Time will cause Certarus and any successor to Certarus, to:
  • (a) honour and comply in all material respects with the terms of all existing change of control agreements and employment and severance obligations of Certarus and Certarus USA and all obligations of Certarus and Certarus USA under the Employee Plans;
  • (b) that the Certarus Employees, unless their employment is terminated (if not terminated, each a "Continuing Employee"), shall be provided with terms and conditions of employment (which includes terms respecting compensation and benefits) comparable in the aggregate to those provided to such Certarus Employees prior to the Effective Time for a period of one year from the Effective Date; and
  • (c) (i) recognize each Continuing Employee's employment service with Certarus or the Certarus Subsidiaries (including credit for service with predecessor employers as recognized under the applicable Employee Plan) for purposes of determining eligibility to participate, vesting, vacation, paid time off and other benefit plan accruals (other than benefit accrual under a defined benefit pension plan, equity based plans, transaction or change of control based or related plans, sales commission plans and any severance plans) under any employee benefit plan that Superior or its affiliates may provide to such

Continuing Employees (but only to the extent that such service is currently recognized for such purpose under a corresponding Employee Plan), (ii) waive, any preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Superior or its affiliates in which Continuing Employees (and their eligible dependents) will be eligible to participate in the plan year that includes the Effective Date, except to the extent that such preexisting conditions, limitations, exclusions, actively-at-work requirements and waiting periods would not have been satisfied or waived under the comparable Employee Plan immediately prior to the Effective Time, and (iii) not require any Continuing Employees, or their covered dependents or beneficiaries, in the plan year in which the Effective Date occurs, to satisfy any deductible, co-payment, out of pocket maximum or similar requirement under any Superior or Superior affiliate employee benefit plans, to the extent of amounts previously credited for such purposes under the corresponding Employee Plan during the plan year of such Employee Plan that includes the Effective Date.

• (2) The Parties agree that no provision of this Section 2.7 shall (a) give any Certarus Employees any right to continued employment, (b) affect or otherwise increase the severance, post-termination benefits or other termination entitlements of Certarus Employees under their current employment agreements or applicable Law, or (c) impair in any way the right of Certarus (or Superior or its affiliates following the Effective Time) to terminate the employment of any Certarus Employee or amend or terminate any of the Employee Plans (or any employee benefit plan, program or policy that is made available by Superior or its affiliates following the Effective Time) at any time. No provision of this Section 2.7 is intended to, or shall, constitute the establishment or adoption of or an amendment to any employee benefit plan and, except as otherwise explicitly provided for in this Agreement, no current or former employee or any other individual associated therewith shall be regarded for any purpose as a third party beneficiary of this Agreement or have the right to enforce the provisions hereof.
• (3) Superior agrees and acknowledges that Certarus shall institute special bonus and retention programs in connection with the Arrangement (the "Certarus Transaction Program"), the particulars of which have been set forth in Section 2.7(3) of the Certarus Disclosure Letter and, subject to completion of the Arrangement, Certarus may allocate and pay out to the Certarus Employees bonus amounts pursuant to the terms of such bonus programs.
• (4) If a holder of Certarus DSUs has "Terminated Service" within the meaning of the Certarus DSU Plan as a result of the Arrangement or dies, then the Certarus DSUs held by such holder will be settled and redeemed in strict accordance with the terms of the Certarus DSU Plan, provided, in the event of Terminated Service, that the settlement date of such Certarus DSUs shall be as soon as practicable after the holder's termination.
• (5) Notwithstanding anything in this Section 2.7 to the contrary, the terms of this Section 2.7 shall not apply to any Certarus Employee who is covered by a Collective Agreement.

2.8 Certarus Options and Certarus RSUs

• (1) The Parties acknowledge that the Certarus Board has, in accordance with the Certarus RPSU Plan and conditional upon the completion of the Arrangement, resolved to accelerate the vesting and payment of the Certarus RSUs to immediately prior to the Effective Time.
• (2) Certarus agrees that prior to the time that the application for the Final Order is heard, it shall use all reasonable commercial efforts to obtain an executed Certarus Exercise Agreement from each

Certarus Optionholder, which Certarus Exercise Agreement shall provide that the Certarus Optionholder agrees, conditional upon the occurrence of the Effective Time, for all Certarus Options that have not been exercised prior to the Effective Time, to exercise effective immediately before the Effective Time such Certarus Options for Certarus Shares in accordance with the terms of the Certarus Option Plan and any agreement with respect to such Certarus Options. The Parties agree that the Certarus Board may take all reasonable steps it deems necessary to effect the foregoing, including approving any amendments to the Certarus Option Plan it determines are necessary to effect the foregoing and the making of any such amendments shall be expressly permitted by this Agreement.

• (3) To the extent any Certarus Options are exercised or conditionally exercised to purchase Certarus Shares prior to the Effective Time, Certarus shall ensure that it permits such Certarus Optionholder to exercise such Certarus Options on a cashless basis pursuant to the terms of the Certarus Option Plan, which exercise is to take effect prior to the Effective Time.
• (4) The Parties acknowledge and agree that any Certarus Options that are outstanding immediately prior to the Effective Time shall be treated in accordance with the provisions of the Plan of Arrangement.
• (5) The Parties acknowledge and agree that no deduction will be claimed by Certarus or any Person not dealing at arm's length with Certarus (including Superior and any Subsidiary of Superior after the Effective Time) in respect of any payment made or Certarus Shares issued to a holder of Certarus Options on the surrender of Certarus Options, who is a resident of Canada or who is employed in Canada (all within the meaning of the Tax Act), in computing Certarus', or any Person not dealing at arm's length with Certarus, taxable income under the Tax Act and Superior shall cause Certarus to: (i) where available, make an election pursuant to subsection 110(1.1) of the Tax Act in respect of the cash payment or issuance of shares made in exchange for the surrender of Certarus Options; and (ii) provide evidence in writing of such election to holders of Certarus Options, it being understood that holders of Certarus Options will be entitled to claim any deductions available to such Persons pursuant to the Tax Act in respect of the calculation of any benefit arising from the surrender of Certarus Options.

2.9 Articles of Arrangement and Effective Date

• (1) The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of Plan of Arrangement attached to this Agreement as Schedule A, as it may be amended in accordance with the terms thereof.
• (2) Certarus shall file the Articles of Arrangement with the Registrar no later than, and the Arrangement shall become effective on, the date upon which Certarus and Superior agree in writing as the Effective Date or, in the absence of such agreement, the third Business Day after the satisfaction of or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Time, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Time).
• (3) The closing of the Arrangement will take place either virtually or at the offices of Burnet, Duckworth & Palmer LLP in Calgary, Alberta or at such other location as may be agreed upon by the Parties.

2.10 Payment of Consideration

Superior shall on the Effective Date, immediately prior to the filing by Certarus of the Articles of Arrangement with the Registrar in accordance with Section 2.9(2): (i) deposit sufficient Superior Shares to satisfy the aggregate Share Consideration payable to Certarus Shareholders pursuant to the Plan of Arrangement (other than with respect to Certarus Shareholders exercising Dissent Rights as provided for in the Plan of Arrangement); and (ii) provide, or cause to be provided, the Depositary with sufficient funds to satisfy the aggregate Cash Consideration payable to Certarus Shareholders pursuant to the Plan of Arrangement (other than with respect to Certarus Shareholders exercising Dissent Rights as provided in the Plan of Arrangement).

2.11 Withholding Taxes

Superior, Certarus and the Depositary, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable or otherwise deliverable to any Person under or in connection with this Agreement or the Plan of Arrangement such amounts as Superior, Certarus or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such amounts under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and timely remitted from the amounts payable pursuant to the Plan of Arrangement to the appropriate Governmental Entity and shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made. In connection with any amount required to be withheld pursuant to the Plan of Arrangement, Superior may direct the Depositary to withhold such number of Superior Shares that may otherwise be paid to such Person under this Agreement or the Plan of Arrangement and to sell such Superior Shares on the TSX for cash proceeds to be used for such withholding, provided that Superior shall notify such Person and shall forthwith pay any unapplied balance of the cash proceeds of such sale to such Person.

2.12 Voting Agreements

Certarus shall, concurrently with the signing of this Agreement, deliver the Voting Agreements to Superior which have been executed by each of the Voting Agreement Shareholders.

2.13 U.S. Securities Laws

The Arrangement shall be structured and executed such that, assuming the Court considers the fairness of the terms and conditions of the Arrangement (both procedurally and substantively) at a hearing at which Certarus Securityholders have a right to appear and grants the Final Order, the issuance of the Superior Shares issuable to Certarus Shareholders under the Arrangement will not require registration under the U.S. Securities Act, in reliance upon Section 3(a)(10) thereof (the "Section 3(a)(10) Exemption"). Each Party agrees to act in good faith, consistent with the intent of the Parties and the intended treatment of the Arrangement as set forth in this Section 2.13.

In order to ensure the availability of the Section3(a)(10) Exemption, the Parties agree that the Arrangement shall be carried out on the following basis:

• (1) the Superior Shares shall not be offered for cash;

• (2) the Arrangement shall be subject to the approval of the Court;

• (3) the Court shall be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption prior to the hearing required to approve the Arrangement;

• (4) the Final Order shall state that the Plan of Arrangement is procedurally and substantively fair and reasonable to those to whom Superior Shares will be issued and is approved by the Court as well as the following or substantially similar language: "This Final Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that act regarding the distribution of securities of Superior pursuant to the Plan of Arrangement";

• (5) the Parties shall ensure that each Person entitled to receive Superior Shares on completion of the Arrangement shall be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right;

• (6) each Person to whom Superior Shares shall be issued pursuant to the Arrangement shall be advised that such Superior Shares have not been registered under the U.S. Securities Act and shall be issued by Superior in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section3(a)(10) of the U.S. Securities Act and, in the case of Persons who are as of (or within 90 days of) the Effective Time affiliates (within the meaning of U.S. Securities Laws) of Superior, shall be subject to certain restrictions on resale under the U.S. Securities Laws, including Rule 144 under the U.S. Securities Act; and

• (7) the Interim Order shall permit each Person to whom Superior Shares shall be issued pursuant to the Arrangement to appear before the Court at the Final Order hearing so long as such Person serves and files a notice of appearance within the required time set out in the Interim Order.

2.14 Pre-Acquisition Re-organization

(1) Certarus agrees that, upon request by Superior, Certarus shall, and shall use reasonably commercial efforts to cause each Certarus Subsidiary to: (a) effect such reorganizations of Certarus or Certarus Subsidiaries' business, operations and assets or such other transactions as Superior may request, acting reasonably (each a "Pre-Acquisition Reorganization") and (b) cooperate with Superior and its advisors in order to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they might most effectively be undertaken; provided, however, that Certarus need not affect any Pre-Acquisition Reorganization which, in the opinion of Certarus, acting reasonably, (i) would require the approval of Certarus Shareholders or other securityholders, (ii) would be prejudicial to Certarus, any Certarus Subsidiary, or Certarus Shareholders or other securityholders in any respect, (iii) would reduce the consideration or change the form or proportion of consideration to be received by any Certarus Shareholders or the tax treatment thereof, (iv) would unreasonably interfere with the ongoing operations of Certarus or any Certarus Subsidiary, (v) unless agreed by Certarus, would require any filing with, notification to or approval of any Governmental Entity or third party prior to the Effective Date, (vi) would require Certarus or any Certarus Subsidiary to contravene any applicable Laws or its respective constating documents or any Contract or agreement in respect of which the necessary consents to any such contravention have not been obtained, (vii) would result in Taxes being imposed on, or other adverse Tax consequences to Certarus or any Certarus Subsidiary, or any Certarus Shareholders or other securityholders that is incrementally greater than the Taxes imposed on or other consequences to any such Person in connection with the completion of the Arrangement in the absence of such Pre-Acquisition Reorganization, (viii) result in the withdrawal or material modification of the Fairness Opinion, (ix) would be unable to be reversed or unwound in the event the Arrangement is not consummated without adversely affecting Certarus, any Certarus Subsidiary, or Certarus

Shareholders or other securityholders or (x) would materially impede, delay or prevent the consummation of the Arrangement.

• (2) Any Pre-Acquisition Reorganization shall not become effective until following the written confirmation by each Party of the satisfaction or waiver of all conditions precedent to the Arrangement, and in any case not earlier than immediately prior to the Effective Time. Superior acknowledges and agrees that the planning for and implementation of any Pre-Acquisition Reorganization will not be considered a breach of any covenant under this Agreement and will not be considered in determining whether a representation or warranty of Certarus hereunder has been breached (including whether any such Pre-Acquisition Reorganization requires consent of any third party under contract).
• (3) Superior shall provide written notice to Certarus of any proposed Pre-Acquisition Reorganization at least 20 Business Days prior to the Effective Time. Upon receipt of such notice, Superior and Certarus shall work co-operatively and use their commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including effecting any necessary amendments to the Plan of Arrangement, if any, to the extent permitted by the Plan of Arrangement or this Agreement.
• (4) Superior agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and shall indemnify and save harmless Certarus and Certarus Subsidiaries and their respective Representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such Pre-Acquisition Reorganization (including in respect of any reversal, modification or termination of a Pre-Acquisition Reorganization). The obligations of Superior in this Section 2.14 shall survive indefinitely notwithstanding the termination of this Agreement.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of Certarus

Except as set forth in the correspondingly numbered section of the Certarus Disclosure Letter (itbeing expressly understood and agreed that the disclosure of any fact or item in any section of the Certarus Disclosure Letter shall only be deemed to be an exception to (or, as applicable, disclosure for the purposes of) the representations and warranties of Certarus that are contained in the corresponding section of this Agreement and any other representation or warranty of Certarus in this Agreement to which the relevance of such fact or item is reasonably apparent on its face), Certarus represents and warrants to Superior as set forth in ScheduleC and acknowledges and agrees that Superior is relying upon such representations and warranties in connection with the entering into of this Agreement.

3.2 Representations and Warranties of Superior

Except as set forth in the correspondingly numbered section of the Superior Disclosure Letter (it being expressly understood and agreed that the disclosure of any fact or item in any section of the Superior Disclosure Letter shall only be deemed to be an exception to (or, as applicable, disclosure for the purposes of) the representations and warranties of Superior that are contained in the corresponding section of this Agreement and any other representation or warranty of Superior in this Agreement to which the relevance of such fact or item is reasonably apparent on its face), Superior represents and warrants to

Certarus as set forth in ScheduleD and acknowledges and agrees that Certarus is relying upon such representations and warranties in connection with the entering into of this Agreement.

ARTICLE 4 COVENANTS

4.1 Conduct of Business of Certarus

• (1) Certarus covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as: (i) expressly required or permitted by this Agreement (including the Plan of Arrangement); (ii) otherwise consented to in writing by Superior (such consent not to be unreasonably withheld, conditioned or delayed); (iii)required by Law; or (iv)otherwise specifically set forth in the Certarus Disclosure Letter, it shall, and shall cause each of the Certarus Subsidiaries to conduct its business only in the Ordinary Course and use all reasonable commercial efforts to maintain and preserve its and their business organization, assets, employees and advantageous business relationships.

• (2) Without limiting the generality of Section 4.1(1), Certarus covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as: (i) expressly required or permitted by this Agreement or to complete the Arrangement; (ii)otherwise consented to in writing by Superior; (iii) required by Law; or (iv) otherwise specifically set forth in the Certarus Disclosure Letter, Certarus shall not, and shall not permit any of the Certarus Subsidiaries to, directly or indirectly:

  • (a) amend the Certarus Constating Documents or, in the case of any Certarus Subsidiary, its organizational documents;
  • (b) adjust, split, combine or reclassify any securities of Certarus or of any of the Certarus Subsidiaries;
  • (c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any securities of Certarus or of any of the Certarus Subsidiaries;
  • (d) make, declare, set aside or pay any dividend or other distribution (whether in cash, securities or property, or any combination thereof) on any class of securities of Certarus or of any of the Certarus Subsidiaries;
  • (e) enter into any Contract with respect to the voting rights of any Certarus Shares;
  • (f) issue, grant, deliver, sell, pledge or otherwise encumber (or agree to issue, grant, deliver, sell, pledge or otherwise encumber), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any securities of Certarus or of any of the Certarus Subsidiaries or securities or rights exercisable or exchangeable for or convertible into, or otherwise evidencing a right to acquire, securities of Certarus or of any of the Certarus Subsidiaries, except for the issuance of Certarus Shares issuable upon the valid exercise, conversion or vesting of the currently outstanding Certarus Options and Certarus RSUs in accordance with their respective terms;

• (g) transfer, license, sell, lease, or otherwise dispose of, or pledge, encumber or otherwise subject to any Lien (other than a Permitted Lien), any Certarus Assets other than in the Ordinary Course and except for Certarus Assets that are reasonably determined to be obsolete;

• (h) acquire any Person, business, line of business (by merger, consolidation, acquisition of shares or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, or make any investment in a Person, directly or indirectly, in one transaction or in a series of related transactions, by the purchase of securities, contributions of capital, loan or other advance (other than to wholly-owned Subsidiaries), property transfer or the purchase of any property or assets of any Person;

• (i) reorganize, restructure, recapitalize, amalgamate or merge Certarus, or any of the Certarus Subsidiaries;

• (j) reduce the stated capital of any securities of Certarus or any of the Certarus Subsidiaries;

• (k) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or consolidation of Certarus or any of the Certarus Subsidiaries;

• (l) make any capital expenditure or commitment to do so which individually or in the aggregate exceeds $[redacted] provided that in the case of capital expenditures expended to address emergencies or other urgent matters involving the potential loss or damage to property, personal safety or the environment, Superior's consent shall not be required where it cannot be received in a reasonably expedient manner;

• (m) except as set forth in Section 4.1(2)(m) of the Certarus Disclosure Letter, (i) make, amend or revoke any Tax Return, (ii) settle or compromise any Tax claim, assessment, reassessment, Proceeding, controversy or liability, (iii) enter into any agreement with a Governmental Entity with respect to Taxes, (iv) make a request for a Tax ruling or voluntary disclosure to any Governmental Entity, (v) enter into any Tax sharing, Tax advance pricing agreement, Tax allocation, Tax indemnification or similar agreement (other than customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes), (vi) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, (vii) consent to the extension or waiver of the limitation period applicable to any Tax matter, (viii) amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes; or (ix) materially reduce the amount of any of its individual categories of tax attributes other than as a result of an action by Certarus in the Ordinary Course;

• (n) make, in one transaction or in a series of related transactions, any loans, advances or capital contributions to, or investments in, in an amount on a per transaction or series of related transactions basis, in excess of $[redacted] in the aggregate, any other Person, other than Certarus or any Certarus Subsidiary;

• (o) prepay any long-term indebtedness before its scheduled maturity;

• (p) create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any indebtedness for borrowed money or guarantees thereof in an amount on a per transaction or series of related transactions basis in excess of $*[redacted]*otherthan advances undertheCreditFacility so long as the commitments of

the lenders thereunder are not increased and, for greater certainty, excluding parent guarantees of gas purchases in the Ordinary Course;

• (q) enter into any Swaps;

• (r) engage in any transaction with any officer, director or any of their immediate family members (including spouses) or any related party (within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions) other than to the extent required pursuant to the terms of any written employment Contract or legal engagement in effect on the date of this Agreement or any Employee Plan;

• (s) make any material change in Certarus' existing accounting policies, practices, methods and principles or adopt new accounting principles, except as required by IFRS;

• (t) except as set forth in Section 4.1(2)(t) of the Certarus Disclosure Letter:

  • (i) increase, grant any new payments or benefits or amend any existing payments or benefits, in each case, payable under any existing severance or termination pay policies, practices or similar Contracts with any current or former Certarus Employee, any current or former Certarus Contractor or any current or former director of Certarus or of any of the Certarus Subsidiaries or adopt any new severance or termination pay policies, practices or similar Contracts;
  • (ii) enter into any employment, consulting, contractor, deferred compensation or other similar agreement (or amend any such existing agreement) with any Certarus Employee, Certarus Contractor or any director of Certarus or Certarus USA (other than, in the case of a Certarus Employee or Certarus Contractor who is not a director or executive officer of Certarus, in the Ordinary Course);
  • (iii) enter into any Contract for the employment of, or receipt of any services from, (i) any director or officer of Certarus or any of the Certarus Subsidiaries or (ii) any other individual Person on a full time, part-time, consulting or other basis providing for aggregate annual compensation in excess of $[redacted];
  • (iv) increase any compensation, bonus levels or other benefits payable to any Certarus Employee, Certarus Contractor or any director of Certarus or of Certarus USA (other than, in the case of a Certarus Employee or Certarus Contractor who is not a director or executive officer of Certarus, in the Ordinary Course);
  • (v) adopt any new Employee Plan or make or approve any amendment or modification of an existing Employee Plan;
  • (vi) increase or agree to increase, any funding obligation or accelerate, or agree to accelerate, the timing of any funding contribution under any Employee Plan;
  • (vii) grant any equity, equity-based or similar awards; or
  • (viii) reduce Certarus' and any of the Certarus Subsidiaries' work force by more than 20 Certarus Employees;

• (u) waive, release, assign, settle or compromise any Proceeding in a manner that could require a payment by, or release another Person of an obligation to, Certarus or any of the Certarus Subsidiaries in excess of $[redacted] individually or $[redacted] in the aggregate, or which could reasonably be expected to have a Material Adverse Effect in respect of Certarus;

• (v) amend or modify in any material respect or terminate or waive or fail to exercise any right to renew any Material Contract, or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof; provided that the conditional asset purchase agreement dated [redacted; date], between Certarus and [redacted;name] ("Conditional Asset Purchase Agreement") and any definitive agreement contemplated by the Conditional Asset Purchase Agreement shall be deemed a Material Contract for purposes of this clause (v) to the extent not otherwise constituting a Material Contract under this Agreement;

• (w) amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy of Certarus or of any of the Certarus Subsidiaries in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect;

• (x) abandon or fail to diligently pursue any application for any material Authorizations;

• (y) abandon any material Intellectual Property Rights, or take any action, or fail to take any action, that would reasonably be expected to lead to the abandonment, cancellation, expungement, expiration or other lapsing of any material Intellectual Property Rights (including the disclosure of any trade secrets or other proprietary information);

• (z) make any material change to its privacy or data security policies or practices, without the prior written consent of Superior; or

• (aa) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

• (3) Without limiting the generality of Section 4.1(1), Certarus covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as: (i) otherwise consented to in writing by Superior; or (ii) otherwise specifically set forth in the Certarus Disclosure Letter, Certarus shall, and shall cause the Certarus Subsidiaries to:

  • (a) withhold from any payment made by Certarus or any of the Certarus Subsidiaries (including payments to any of its present or former directors and Certarus Employees in respect of any payments contemplated by this Agreement including, without limitation, in connection with Certarus DSUs, Certarus Options and Certarus RSUs), all amounts required by Law to be withheld by it on account of Taxes and other source deductions and Certarus shall, and shall cause the Certarus Subsidiaries to, remit such withheld amounts to the proper Governmental Entity within the times prescribed by such Law;
  • (b) (i) prepare, in a manner consistent, in all material respects, with past practice, except as otherwise required by Laws, and duly and timely file all Tax Returns required to be filed

by it on or after the date hereof but prior to the Effective Time (including, without limitation, all applicable Tax Returns for its most recent financial year end) and ensure that all such Tax Returns are true, complete and correct in all material respects; and (ii) timely pay all material Taxes that are due and payable prior to the Effective Time (other than those that are being contested in good faith and in respect of which reserves have been provided in Certarus Financial Statements);

• (c) properly reserve (and reflect such reserves in its books and records and financial statements) in accordance with past practice and in the Ordinary Course, for all material Taxes accruing in respect of Certarus and the Certarus Subsidiaries which are not due or payable prior to the Effective Date; and
• (d) provide Superior with weekly updates on its ongoing development activities and capital expenditures and keep Superior apprised of all material developments in the ongoing business and affairs of Certarus and the Certarus Subsidiaries, including material developments with respect to the negotiation of any definitive agreements contemplated by the Conditional Asset Purchase Agreement.

4.2 Covenants of Certarus Relating to the Arrangement

• (1) Subject to the terms and conditions of this Agreement, Certarus shall, and shall cause the Certarus Subsidiaries to, use commercially reasonable efforts to perform all obligations required to be performed by Certarus under this Agreement, co-operate with Superior in connection therewith, and to do all such other acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Certarus shall and, where appropriate, shall cause each of the Certarus Subsidiaries to (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):

  • (a) take all steps set forth in the Interim Order and the Final Order applicable to it;
  • (b) to satisfy (or cause the satisfaction of) the conditions precedent under this Agreement (to the extent the satisfaction of the same is within the control of Certarus) and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete and give effect to the transactions contemplated by this Agreement and the Arrangement, including using commercially reasonable efforts to (as applicable) obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (i) necessary or advisable in connection with the Arrangement; or (ii) required to be obtained under any instruments or other documents to which it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;
  • (c) use commercially reasonable efforts to effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities to permit it to carry out the transactions contemplated by this Agreement and/or necessary to complete the Arrangement;

• (d) use commercially reasonable efforts to, upon reasonable consultation with Superior, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

• (e) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which could reasonably be expected to prevent, materially impede or significantly delay the consummation of the Arrangement or the transactions contemplated by this Agreement;

• (f) use commercially reasonable efforts to assist Superior in obtaining at the Effective Time, customary mutual releases and, as applicable, resignations effective as of the Effective Time of those directors of Certarus or any of the Certarus Subsidiaries, in their capacity as such, as may be requested by Superior;

• (g) indemnify and save harmless Superior and its affiliates and their respective Representatives from and against any and all liabilities, claims demands, losses, costs, damages and expenses (excluding any loss of profits or consequential damages) to which Superior and its affiliates and their respective Representatives may be subject or which Superior and its affiliates and their respective Representatives may suffer, whether under the provisions of any Law or otherwise, in any way caused by, or arising, directly or indirectly, from or in consequence of:

  • (i) any Misrepresentation or alleged Misrepresentation in the Certarus Circular; or
  • (ii) any order made or inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity based upon any Misrepresentation or alleged Misrepresentation in (A) the Certarus Circular or (B) in any material filed by or on behalf of Certarus in compliance or intended compliance with Securities Laws,

except that Certarus shall not be liable in any such case to the extent that any such liabilities, claims, demands, losses, costs, damages and expenses arise out of or are based upon any Misrepresentation or alleged Misrepresentation based on information included in the Certarus Circular relating to and provided by Superior in writing for inclusion in the Certarus Circular.

• (2) Certarus shall promptly notify Superior in writing of:
  • (a) any Material Adverse Effect in respect of Certarus or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect in respect of Certarus after the date hereof;
  • (b) any notice or other communication from any Person: (i) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or (ii) to the effect that such Person is terminating or otherwise

materially adversely modifying the relationship with Certarus or any of the Certarus Subsidiaries as a result of the Arrangement or this Agreement;

• (c) any notice or other communication from any Governmental Entity (other than a Governmental Entity in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section4.5) in connection with this Agreement or the Arrangement (and contemporaneously provide a copy of any such written notice or communication to Superior); or
• (d) any material filing, actions, suits, claims, investigations or Proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting Certarus, the Certarus Subsidiaries or that relate to this Agreement or the Arrangement.

4.3 Conduct of Business of Superior

• (1) Superior covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as: (i)expressly required or permitted by this Agreement or to complete the Arrangement; (ii) otherwise agreed to in writing by Certarus; or (iii)required by Law, Superior shall not, directly or indirectly:
  • (a) amend the Superior Constating Documents;
  • (b) adjust, split, combine or reclassify any securities of Superior;
  • (c) adopt a plan of liquidation or resolutions providing for the liquidation, dissolution or consolidation of Superior; or
  • (d) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.
• (2) Superior covenants and agrees that, during the period from the date of this Agreement until the earlier of 90 days from the date hereof and the time that this Agreement is terminated in accordance with its terms, except as otherwise agreed to in writing by Certarus, Superior shall not, directly or indirectly issue, agree to issue or enter into a definitive agreement to issue, any Superior Shares and/or any securities convertible into or exchangeable for Superior Shares, pursuant to any private or public equity offering, at a price or deemed price per Superior Share that is less than $10.25; however, provided that nothing in this Section 4.3(2) shall restrict Superior's ability to issue, agree to issue or enter into a definitive agreement to issue: (i) any debt securities not convertible into or exchangeable for Superior Shares; (ii) any securities directly to the vendors of assets or shares acquired by Superior pursuant to an arm's length acquisition; or (iii) Superior Shares and/or any securities convertible into or exchangeable for Superior Shares, pursuant to any private or public equity offering, at a price or deemed price per Superior Share that is equal to or greater than $10.25.

4.4 Covenants of Superior Relating to the Arrangement

(1) Subject to the terms and conditions of this Agreement, Superior shall, and shall cause its affiliates to, use commercially reasonable efforts to perform all obligations required to be performed by it under this Agreement, co-operate with Certarus in connection therewith, and shall use all commercially reasonable efforts to do all such other acts and things as may be necessary or

desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement and, without limiting the generality of the foregoing, Superior shall (other than in connection with obtaining the Regulatory Approvals, which approvals shall be governed by the provisions of Section 4.5):

• (a) take all steps set forth in the Interim Order and the Final Order applicable to it;

• (b) to satisfy (or cause the satisfaction of) the conditions precedent under this Agreement (to the extent the satisfaction of the same is within the control of Superior) and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws to complete and give effect to the transactions contemplated by this Agreement and the Arrangement, including using commercially reasonable efforts to (as applicable) obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are: (i) necessary or advisable in connection with the Arrangement; or (ii) required to be obtained under any instruments or other documents to which it is a party, or by which it is bound, that may be necessary to permit it to carry out the transactions contemplated by this Agreement and to take such other steps and actions as may be necessary or appropriate to fulfill its obligations hereunder;

• (c) use commercially reasonable efforts to effect all necessary or advisable registrations, filings and submissions of information required by Governmental Entities to permit it to carry out the transactions contemplated by this Agreement and/or necessary to complete the Arrangement;

• (d) use commercially reasonable efforts to, upon reasonable consultation with Certarus, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any Proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;

• (e) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which could reasonably be expected to prevent, materially impede or significantly delay the consummation of the Arrangement or the transactions contemplated by this Agreement;

• (f) take all necessary action to ensure that it has sufficient funds to carry out its obligations under this Agreement and the Plan of Arrangement and it shall on the Effective Date, immediately prior to the filing by Certarus of the Articles of Arrangement with the Registrar in accordance with Section2.9(2), (i) deposit sufficient Superior Shares to satisfy the aggregate Share Consideration payable to Certarus Shareholders pursuant to the Plan of Arrangement (other than with respect to Certarus Shareholders exercising Dissent Rights as provided for in the Plan of Arrangement), and (ii) provide, or cause to be provided, the Depositary with sufficient funds to satisfy the aggregate Cash Consideration payable to Certarus Shareholders pursuant to the Plan of Arrangement (other than with respect to Certarus Shareholders exercising Dissent Rights as provided in the Plan of Arrangement) in each case into escrow (the terms and conditions of such escrow to be satisfactory to Certarus and Superior, each acting reasonably);

• (i) any Misrepresentation or alleged Misrepresentation in the information included in the Certarus Circular provided in writing for inclusion in the Certarus Circular by Superior; or

• (ii) any order made or inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity based upon any Misrepresentation or alleged Misrepresentation in: (A) the Certarus Circular, only to the extent based on information provided in writing for inclusion in the Certarus Circular by Superior; (B) in any material filed by Superior in compliance or intended compliance with Securities Laws;

• (h) make all necessary filings and applications under Law, including Securities Laws, required to be made on the part of Superior in connection with the transactions contemplated herein and shall take all reasonable action necessary to be in compliance with Law;

• (i) use commercially reasonable efforts to obtain approval for the listing of the Superior Shares issuable pursuant to the Arrangement on the TSX prior to the mailing of the Certarus Circular; and

• (j) use commercially reasonable efforts to maintain its status as a "reporting issuer" under Securities Laws not in default in all of the provinces of Canada where it is currently a reporting issuer in material compliance with all Law and to maintain the listing of the outstanding Superior Shares on the TSX.

• (2) Superior shall promptly notify Certarus in writing of:

indirectly, from or in consequence of:

• (a) any Material Adverse Effect in respect of Superior or any change, effect, event, development, occurrence, circumstance or state of facts which could reasonably be expected to have a Material Adverse Effect in respect of Superior after the date hereof;
• (b) any notice or other communication from any Person: (i) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement;
• (c) any notice or other communication from any Governmental Entity (other than a Governmental Entity in connection with the Regulatory Approvals, which shall be addressed as contemplated by Section4.5) in connection with this Agreement or the Arrangement (and contemporaneously provide a copy of any such written notice or communication to Certarus); or

(d) any material filing, actions, suits, claims, investigations or Proceedings commenced or, to its knowledge, threatened against, Superior relating to this Agreement or the Arrangement.

4.5 Regulatory Approvals

• (1) In connection with the Competition Act Approval, Superior, with such assistance and information from Certarus as it reasonably requires, shall within 15 Business Days after the date hereof duly file with the Competition Bureau, a request for an advance ruling certificate under Section 102 of the Competition Act or in the alternative a no action letter together with a waiver of the obligation to notify pursuant to paragraph 113(c) of the Competition Act. If an advance ruling certificate or a no action letter together with a waiver of the obligation to notify shall not have been obtained within 10Business Days after the filing of the request therefor, either Party may, at any time thereafter acting reasonably, notify the other Party that it intends to file a notification pursuant to PartIX of the Competition Act, in which case each Party shall file its respective notification pursuant to Part IX of the Competition Act as promptly as practicable but in any event within 3Business Days following the date on which the notifying Party notified the other Party of its intention to file such notification.
• (2) In connection with the HSR Act Expiration, Superior and Certarus shall each, within 15 Business Days after the date hereof, duly submit the appropriate notification and report form as required by the HSR Act (the "HSR Form") and shall each request early termination of the waiting period with respect to the transactions contemplated by this Agreement.
• (3) As soon as reasonably practicable after the date hereof, each Party, or where appropriate, the Parties jointly, shall make all notifications, filings, applications and submissions with Governmental Entities required or in the reasonable opinion of either Party advisable, and shall use all commercially reasonable efforts to obtain and maintain, the Competition Act Approval, HSR Act Expiration, and such other Regulatory Approvals reasonably deemed by any of the Parties to be necessary to discharge their respective obligations under this Agreement or otherwise advisable under Laws in connection with the Arrangement and this Agreement; provided that for the purposes hereof, Superior is under no obligation to negotiate or agree to any prior approval, prior notice, or other requirement to notify or seek approval from a Governmental Entity for future transactions.
• (4) Subject to Law, the Parties shall cooperate with one another in connection with obtaining the Regulatory Approvals including providing or submitting on a timely basis, and as promptly as practicable, all documentation and information that is required, or in the reasonable opinion of either Party, advisable, in connection with obtaining the Regulatory Approvals and use their reasonable best efforts to ensure that such information does not contain a Misrepresentation. Without limiting the generality of the foregoing, Superior and Certarus shall: (a)respond as promptly as reasonably practicable under the circumstances to any inquiries received from any Governmental Entity for additional information or documentation and (b)not enter into any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld, conditioned or delayed). Superior and Certarus shall each pay 50% of any filing fees associated with obtaining the Regulatory Approvals.
• (5) The Parties shall: (a) cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals; (b) promptly notify the other Party of receipt of any communications (oral or written) of any nature from a

Governmental Entity and provide the other Party with copies thereof; (c) not make any submissions or filings, or other written communications with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and gives the other Party a reasonable opportunity to review and comment on drafts of any submissions or filings, or written communications (with such comments being considered in good faith); and (d) not participate in any material meetings or communications (whether in person, by e-mail, by telephone or otherwise) with any Governmental Entity in respect of any filings, investigations or other inquiries related to the Arrangement or this Agreement unless it consults with the other Party in advance and, to the extent not precluded by such Governmental Entity, gives the other Party a reasonable opportunity to attend and participate in any material meetings or communications (whether in person, by e-mail, by telephone or otherwise). Despite the foregoing, submissions, filings or other written communications with any Governmental Entity may be redacted as necessary before sharing with the other Party to address reasonable confidentiality concerns or prevent the disclosure of competitively-sensitive information, provided that a Party must provide external legal counsel to the other Party non-redacted versions of drafts and final submissions, filings or other written communications with any Governmental Entity on the basis that the redacted information will not be shared with its clients. Notwithstanding the foregoing, information as to the valuation of Certarus by either Party (excluding, for clarity, the value of voting securities to be held as a result of the Arrangement, which value is required disclosure in the HSR Form) and items of the HSR Form or attachments thereto customarily not disclosed need not be disclosed to the other Party, even to its external legal counsel.

4.6 Access to Information; Confidentiality

• (1) From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contracts, Certarus shall, and shall cause the Certarus Subsidiaries to, use commercially reasonable efforts to cause its directors, the Certarus Employees, the Certarus Contractors, independent auditors, advisers and agents to afford Superior and its affiliates and their respective Representatives (and any lenders and potential lenders) such access as Superior may reasonably require during regular business hours of Certarus, including for the purpose of facilitating post-closing business planning, to their officers, employees, agents, properties, books, records and Contracts, and shall make available to Superior all data and information as Superior may reasonably request. Without limiting the foregoing, and subject to the terms of any existing Contracts, Certarus shall, upon Superior's request, facilitate discussions between Superior and any third party from whom consent may be required.
• (2) Investigations made by or on behalf of Superior, whether under this Section 4.6 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by Certarus in this Agreement.
• (3) The Confidentiality Agreement shall continue to apply until the Effective Time, and any information provided under Section 4.6(1) is confidential and shall be subject to the terms of the Confidentiality Agreement.
• (4) With respect to Personal Information disclosed in connection with this Agreement (the "Disclosed Personal Information"), the Parties confirm that the Disclosed Personal Information is necessary for the purposes of determining whether to proceed with the transactions contemplated by this Agreement and, if the determination is made to proceed with the transactions, to complete them. At all times, Superior shall protect all Disclosed Personal Information using security safeguards appropriate to the sensitivity of the information. Prior to

the Effective Time, Superior shall not use or disclose the Disclosed Personal Information for any purposes other than those related to determining if it shall proceed with the transactions contemplated by this Agreement, the performance of this Agreement, or the consummation of the transactions contemplated by this Agreement. Following the consummation of the transactions contemplated by this Agreement, the Parties:

• (a) shall not use or disclose the Disclosed Personal Information for any purposes other than those for which the information was initially collected, unless additional consent is obtained, or as otherwise permitted or required by Laws;
• (b) shall protect the confidentiality of all Disclosed Personal Information in a manner consistent with security safeguards appropriate to the sensitivity of the information;
• (c) shall give effect to any withdrawal of consent with respect to the Disclosed Personal Information; and
• (d) shall determine who will notify, to the extent required by Law, the affected individuals that the transactions have been completed and that their Personal Information has been disclosed to Superior, and ensure that such notification is made.

If the transactions contemplated by this Agreement do not proceed, Superior shall return to Certarus or, at Certarus' request, destroy the Disclosed Personal Information within a reasonable period of time.

(5) Certarus shall deliver an electronic copy of its electronic data room at https://bnc.firmex.com/projects/600/documents hosted by Firmex to Superior on the Business Day prior to Effective Date.

4.7 Assistance with Financing

• (1) Certarus shall, and shall cause the Certarus Subsidiaries and their respective Representative to, use commercially reasonable efforts to provide such cooperation to Superior as Superior may reasonably request in connection with the Debt Financing and any arrangement by Superior to obtain any financing deemed reasonably necessary or advisable by Superior during the term of this Arrangement and which, for greater certainty, does not violate Section 4.3(2) (together with the Debt Financing, the "Financing"), and to take customary corporate actions reasonably requested by Superior to permit the consummation of the Financing (provided that such request is made on reasonable notice and reasonably in advance of the Effective Date and provided such cooperation does not unreasonably interfere with the ongoing operations of Certarus and the Certarus Subsidiaries), including (and subject to the foregoing), as so requested:

  • (a) participating in a reasonable number of meetings with prospective lenders, arrangers, agents and underwriters and due diligence sessions;
  • (b) subject to Laws and any Contract and the obtaining of any necessary consents in connection therewith, executing and delivering any pledge and security documents or other definitive financing documents, and the removal of Liens by arranging for customary payoff letters (including without limitation the Pay-Out Letter), Lien terminations and releases and acknowledgements of discharge, in each case as may be reasonably requested by Superior, provided that any obligations contained in such documents shall be effective no earlier than the Effective Time;

• (c) cooperating reasonably with the proposed lenders', arrangers', agents' or underwriters' due diligence; and

• (d) subject to Section 4.6, promptly furnish Superior and its proposed lenders, arrangers, agents and underwriters, with reasonably required or customary information regarding Certarus, any of the Certarus Subsidiaries or any combination of such Persons, as required in connection with any Financing.

• (2) Notwithstanding the foregoing, none of Certarus nor any of the Certarus Subsidiaries will be required to: (i) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection with any such Financing prior to the Effective Time; (ii) take any action or do anything that would contravene any Law, contravene any Contract or be capable of impairing or preventing the satisfaction of any condition set forth in Article 6 hereof; (iii) enter into any binding commitment or agreement that is not contingent on the consummation of the Arrangement; or (iv) disclose any information that in the reasonable judgment of Certarus would result in the disclosure of any trade secrets or similar information or violate any obligations of Certarus or any other Person with respect to confidentiality or which would constitute a waiver of solicitor-client privilege. For greater certainty, all nonpublic or otherwise confidential information regarding Certarus obtained by Superior or its representatives pursuant to the foregoing is information which is subject to the Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreement. In addition, no such cooperation by Certarus pursuant to this Section 4.7 shall be considered to constitute a breach of the representations, warranties or covenants of Certarus hereunder.

• (3) Superior shall, promptly upon request by Certarus (and in any event following termination of this Agreement), reimburse Certarus and the Certarus Subsidiaries for all reasonable and documented out-of-pocket costs (including reasonable and documented out-of-pocket legal fees) incurred by Certarus and the Certarus Subsidiaries in connection with any of the actions requested by Superior or its Representatives and contemplated by this Section 4.7.

4.8 Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such documents and instruments, as the other Party may, either before or after the Effective Date, reasonably require to effectively carry out or better evidence the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

4.9 Public Communications

The Parties shall co-operate in the preparation of presentations, if any, to the Certarus Shareholders or other Persons regarding the Arrangement. Except as required by Law, a Party may not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed), and, other than as set forth in this Agreement, Certarus must not make any submission or filing with any Governmental Entity with respect to this Agreement or the Arrangement without the consent of Superior (which consent shall not be unreasonably withheld or delayed); provided that any Party that, in the opinion of its outside legal counsel, is required to make disclosure or filing by Law shall use its reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing (other than with respect to confidential information contained in such disclosure or filing). The Party making such disclosure shall give reasonable

consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure or filing. For the avoidance of doubt, none of the foregoing shall prevent Certarus or Superior from making: (i) internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders (provided that such discussions, unless consented to in writing by the other Party) do not provide information in excess of what has been publicly announced or disclosed in the Certarus Circular; or (ii)public announcements in the Ordinary Course that do not relate to this Agreement or the Arrangement so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by such Person. The Parties acknowledge that Superior shall file this Agreement and a material change report relating thereto on SEDAR.

4.10 Notice and Cure Provisions

Superior may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) [Certarus Breach] and Certarus may not elect to exercise its right to terminate this Agreement pursuant to Section7.2(1)(c)(i) [Superior Breach], unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of: (a) the Outside Date; and (b) the date that is 10 days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Certarus Meeting, at the request of Superior, Certarus shall postpone or adjourn the Certarus Meeting to the earlier of: (i) 10Business Days prior to the Outside Date; and (ii)the date that is 10Business Days following receipt of such Termination Notice by the Breaching Party. For the purposes of this Section4.10, any breach by Certarus of a covenant or obligation in Article 5 or a Willful Breach by Certarus or Superior of any representation, warranty or covenant contained herein shall be deemed not to be capable of being cured.

4.11 Insurance and Indemnification

• (1) Prior to the Effective Date, Certarus shall purchase customary "tail" policies of directors' and officers' liability insurance providing protection for a claims reporting or discovery period beginning at the Effective Time and continuing for not less than six years from and after the Effective Time and with terms and conditions (including retentions and limits of liability) no less favourable in the aggregate than the protection provided by the policies maintained by Certarus and the Certarus Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and Superior shall, or will cause Certarus to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date.
• (2) Superior agrees that that all rights to indemnification, expense reimbursement or exculpation now existing in favour of present and former officers and directors of Certarus shall survive completion of the Arrangement and, after the Effective Time, Certarus and any successor to Certarus will not take any action to terminate or adversely affect, and will fulfill its obligations pursuant to, expense advancement and exculpation arrangements and indemnities provided or available to or in favour of past and present officers and directors of Certarus pursuant to the provisions of the articles, by-laws or other constating documents of Certarus, applicable corporate

legislation and any written indemnity agreements (and each of them), which have been entered into between Certarus and its past or current officers or directors effective on or prior to the date hereof.

(3) In the event that Superior or any of its successors or assigns shall (i) consolidate with or merge or amalgamate into any other Person and shall not be the continuing or surviving company or entity of such consolidation, merger or amalgamation or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, Superior shall cause proper provision to be made so that the successor and assign of Superior or all or substantially all of its properties and assets, as the case may be, assumes the obligations set forth in this Section 4.11.

4.12 RWI Policies

Certarus shall reasonably cooperate with Superior in connection with any representation and warranty insurance policies obtained by Superior related to the transactions contemplated by this Agreement, including in connection with any actions necessary to comply with conditional binders relating to those policies. Notwithstanding the foregoing, none of Certarus nor any of the Certarus Subsidiaries will be required to pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection with any such representation and warranty insurance policies.

4.13 Certarus Employment Matters

(1) As expeditiously as possible (and in any event within ten Business Days) following the date hereof, Certarus will provide to Superior calculations (and all relevant backup materials) with respect to the amount of payments and benefits which have been, will or may be received in connection with the transactions contemplated by this Agreement (or which may be deemed under the applicable regulations to have been received in connection with such transactions) and which are reasonably likely, without regard to the measures described in this Section 4.13, to constitute "parachute payments" subject to the restriction on deductions imposed under Section 280G of the Code and the Treasury Regulations promulgated thereunder, which calculations shall be subject to Superior's approval, which shall not be unreasonably withheld. Prior to the Effective Time, Certarus and each Certarus Subsidiary shall obtain, prior to the initiation of the stockholder approval procedure described below, from each Person to whom any payment or benefit will or could be made that is reasonably likely to constitute a "parachute payment" under Section 280G (b)(2) of the Code and Treasury Regulations promulgated thereunder, a written agreement waiving such Person's right to receive some or all of such payment or benefit (the "Waived Benefits"), to the extent necessary so that all remaining payments and benefits applicable to such Person shall not be deemed a parachute payment subject to the deduction restrictions imposed by Section 280G of the Code, and accepting in substitution for the Waived Benefits the right to receive the Waived Benefits only if approved by the Certarus Shareholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the Treasury Regulations promogulated thereunder. Prior to the Effective Time, Certarus and each Certarus Subsidiary shall use its commercially reasonable efforts to obtain the approval by such number of Certarus Shareholders in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in this Section 4.13 who has executed the waiver described therein to receive or retain, as applicable, such Person's Waived Benefits. Certarus shall provide Superior for its review and approval advance copies of all documents and communications by which it intends to seek the waiver and approvals described in this Section 4.13 and shall promptly provide Superior with copies of any executed waivers and evidence of the stockholder approval contemplated by this Section 4.13.

(2) Unless otherwise directed in writing by Superior prior to the Effective Time, Certarus and each Certarus Subsidiary shall take all such actions as are necessary or appropriate to terminate, effective as of no later than the day immediately preceding the Effective Date, any and all group severance, separation or salary continuation plans, programs or arrangements, if Certarus or any Certarus Subsidiary has any such plans programs or arrangements, and any and all Employee Plans that are intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code (each, a "401(k) Plan"). Superior shall receive from Certarus, not later than three Business Days prior to the Effective Date, evidence that the 401(k) Plan will be so terminated pursuant to resolutions of Certarus or Certarus Subsidiary board of directors and such other instruments (the form and substance of such resolutions and the instruments shall be subject to review and approval of Superior), effective as of the day prior to the Effective Date.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION AND ACQUISITION PROPOSALS

5.1 Non-Solicitation

• (1) Except as expressly provided in this Article 5, Certarus shall, and shall cause the Certarus Subsidiaries to, not, directly or indirectly, through any officer, director, employee, representative (including any financial or other advisor), agent or any other Person acting on behalf of Certarus or the Certarus Subsidiaries, in each case acting in their capacity as such (collectively "Representatives"), or otherwise, and shall not permit any such Person to:

  • (a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Certarus or of any of the Certarus Subsidiaries or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer (whether publicly or otherwise) that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal;
  • (b) enter into, engage in, continue or otherwise participate in any discussions or negotiations with, furnish any information relating to Certarus or any of the Certarus Subsidiaries to or offer or provide access to the business, properties, assets, books or records of Certarus or any of the Certarus Subsidiaries or otherwise knowingly cooperate in any way, with any Person (other than, in each case, Superior and its affiliates) regarding any inquiry, proposal, offer or request that constitutes or could reasonably be expected to constitute or lead to, an Acquisition Proposal;
  • (c) make a Change in Recommendation; or
  • (d) accept, approve, endorse, recommend or execute or enter into or publicly propose to accept, approve, endorse, recommend or execute or enter into any agreement, understanding or arrangement (including any letter of intent or agreement in principle) that constitutes or could reasonably be expected to lead to an Acquisition Proposal (other than a confidentiality and standstill agreement permitted by and in accordance with Section 5.3(1)(e)(i)) or otherwise take any action that could reasonably be expected to lead to an Acquisition Proposal, or providing for the payment of any break, termination or similar fees or expenses to any Person in the event Certarus completes the transactions contemplated hereby.

• (2) Certarus shall, and shall cause the Certarus Subsidiaries and their respective Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiation, or other activities commenced prior to the date of this Agreement with any Person (other than Superior and its affiliates) with respect to any inquiry, proposal or offer that constitutes, or could reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, Certarus shall:

  • (a) promptly discontinue access to and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of Certarus or of any of the Certarus Subsidiaries that such Person may have access to; and
  • (b) as soon as possible (and in any event within two Business Days following the execution of this Agreement) request, and require, to the extent that it is entitled to do so:
    • (i) the return or destruction of all copies of any confidential information regarding Certarus or any Certarus Subsidiary provided to any Person who could reasonably be expected to make an Acquisition Proposal (other than Superior and its affiliates); and
    • (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding Certarus or any Certarus Subsidiary, using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

Certarus shall notify Superior, at first orally and then in writing, of any non-compliance, to the knowledge of Certarus, by any Person with any such request.

(3) Certarus represents and warrants that Certarus has not waived any confidentiality, standstill or similar agreement or restriction applicable to another Person to which Certarus or any Certarus Subsidiary is a party, and further covenants and agrees that: (A) Certarus shall enforce against all applicable parties (other than Superior and its affiliate), each confidentiality, standstill, nondisclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which Certarus or any Certarus Subsidiary is a party; and (B) neither Certarus, any Certarus Subsidiary nor any of their respective Representatives have or will, without the prior written consent of Superior (which may be withheld or delayed in Superior's sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person's obligations respecting Certarus or any Certarus Subsidiary under any confidentiality, standstill, non-disclosure, non-solicitation, use, business purpose or similar agreement, restriction or covenant to which Certarus or any Certarus Subsidiary is a party, it being acknowledged by Superior that Certarus shall not be obligated to enforce any standstill, nondisclosure, nondisturbance, non-solicitation and similar agreements or covenants that are automatically terminated or released as a result of entering into and announcing this Agreement.

5.2 Notification of Acquisition Proposals

If Certarus, any Certarus Subsidiary or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal, offer or request that constitutes or could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to Certarus or any Certarus Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of Certarus or any

Certarus Subsidiary in connection with, or that could reasonably be expected to lead to, an Acquisition Proposal, Certarus:

• (1) may, in a form and substance reasonably acceptable to Superior (i) communicate with any Person solely for the purpose of clarifying the terms of any such inquiry, proposal or offer made by such Person, (ii) advise any Person of the restrictions of this Agreement, and (iii) advise any Person making such inquiry, proposal or offer that the Certarus Board has determined that such inquiry, proposal or offer does not constitute, or is not reasonably expected to constitute or lead to, a Superior Proposal;
• (2) shall promptly notify Superior, at first orally, and then as promptly as practicable (and in any event within 24 hours) in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Persons (to the extent then known by Certarus) making the Acquisition Proposal, inquiry, proposal, offer or request, and shall provide Superior with copies of all written documents, substantive correspondence other materials received in respect of, from or on behalf of any such Person (including, for clarity, copies of any lock-up or voting agreements with shareholders of Certarus and agreements to provide financing, financial support or other assistance to the Persons making such Acquisition Proposal, inquiry, proposal, offer or request) and such other details of such Acquisition Proposal, inquiry, proposal, offer or request as Superior may reasonably request; and
• (3) Certarus shall keep Superior fully informed of the status, including any change to material terms, of any Acquisition Proposal, request or any amendment thereto, and shall respond promptly to all reasonable inquiries by Superior with respect thereto, and shall provide to Superior copies of all correspondence and other written materials and, if not in writing, a description of the material terms of such correspondence sent to or provided to Certarus by any Person in connection with such inquiry, proposal, offer or request sent or provided by Certarus to any Person in connection with such inquiry, proposal, offer or request.

5.3 Responding to an Acquisition Proposal

• (1) Notwithstanding Section 5.1 or any other agreement between the Parties, if at any time prior to obtaining the Certarus Required Approval, Certarus receives a bona fide written Acquisition Proposal that was not solicited in contravention of Section 5.1, Certarus may (i) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal, and (ii) provide copies of, access to or disclosure of information, properties, facilities, books or records of Certarus, if and only if:

  • (a) the Certarus Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes a Superior Proposal;
  • (b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, use, standstill or similar restriction;
  • (c) such Acquisition Proposal did not result, directly or indirectly, from a breach by Certarus of its obligations under this Article 5 or by the Voting Agreement Shareholders set forth in the Certarus Disclosure Letter (the "Specified Voting Agreement Shareholders") of Section 3(h) or 3(g) of the applicable Voting Agreements (as specified in the Certarus Disclosure Letter, in either such case, the "Non-Solicit Provision");

• (d) Certarus continues to comply with its obligations under this Article 5 and the Specified Voting Agreement Shareholders continue to comply with their obligations under the Non-Solicit Provision; and

• (e) prior to engaging or participating in such discussion or negotiations or providing any such copies, access or disclosure:

  • (i) Certarus enters into a confidentiality and standstill agreement with such Person that contains a customary standstill provision and that is otherwise on terms that are no less favourable to Certarus than those found in the Confidentiality Agreement and any such copies, access or disclosure provided to such Person shall have already been (or shall concurrently be) provided to Superior; and
  • (ii) Certarus provides Superior with a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(e)(i).

• (2) Nothing contained in this Agreement (including this Article 5) shall prohibit the Certarus Board or Certarus from complying with section 2.17 of National Instrument 62-104 – Take-Over Bids and Issuer Bids and similar provisions under Securities Laws relating to the provision of directors' circulars in respect of an Acquisition Proposal (provided that, Certarus shall provide Superior and its outside legal counsel with a reasonable opportunity to review the form and content of such disclosure and shall give reasonable consideration to any comments made by Superior and its outside legal counsel) provided that, notwithstanding that the Certarus Board or Certarus shall be permitted to make such disclosure, the Certarus Board shall not be permitted to make a Change in Recommendation in response to an Acquisition Proposal other than as permitted by Section 5.4(1). Nothing contained in this Agreement shall prohibit Certarus or the Certarus Board from calling and/or holding a shareholder meeting requisitioned by the Certarus Shareholders in accordance with the ABCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity in accordance with Laws.

5.4 Responding to a Superior Proposal and Right to Match

• (1) If Certarus receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Certarus Required Approval, the Certarus Board may, subject to compliance with Article7 and Section 8.2, make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal, if and only if:
  • (a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar restriction with Certarus;
  • (b) such Acquisition Proposal did not result from a breach by Certarus of its obligations under this Article5 or by the Specified Voting Agreement Shareholders of the Non-Solicit Provision;
  • (c) Certarus continues to comply with its obligations under this Article 5 and the Specified Voting Agreement Shareholders continue to comply with their obligations under the Non-Solicit Provision;
  • (d) Certarus has delivered to Superior a written notice of the determination of the Certarus Board that such Acquisition Proposal constitutes a Superior Proposal and the intention of

the Certarus Board to make a Change in Recommendation and enter into such definitive agreement with respect to such Superior Proposal, together with a written notice from the Certarus Board regarding the value and financial terms that the Certarus Board, in consultation with its financial advisors, has determined should be ascribed to any noncash consideration offered under such Acquisition Proposal (the "Superior Proposal Notice");

• (e) Certarus has provided Superior a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any financing documents supplied to Certarus in connection therewith;
• (f) at least five Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which Superior received the Superior Proposal Notice and the date on which Superior received all of the materials set forth in Section 5.4(1)(d);
• (g) during any Matching Period, Superior has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal; and
• (h) after the Matching Period, the Certarus Board: (i) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by Superior under Section 5.4(2)); and (ii) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Certarus Board to make a Change in Recommendation and enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with their fiduciary duties; and
• (i) prior to or concurrently with making a Change in Recommendation and entering into such definitive agreement Certarus terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Amount pursuant to Section 8.2.
• (2) During the Matching Period, or such longer period as Certarus may approve (in its sole discretion) in writing for such purpose: (a) the Certarus Board shall review any offer made by Superior to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) Certarus shall, and shall cause its financial and legal advisors to, negotiate in good faith with Superior to make such amendments to the terms of this Agreement and the Arrangement as would enable Superior to proceed with the transactions contemplated by this Agreement on such amended terms. If the Certarus Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Certarus shall promptly so advise Superior and Certarus and Superior shall amend this Agreement to reflect such offer made by Superior, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.
• (3) Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Certarus Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4(3), and Superior shall be afforded a new five Business Day Matching Period from the later of the date on which Superior received a

Superior Proposal Notice and the date on which Superior received all of the materials set forth in Section 5.4(1)(d) with respect to the new Superior Proposal from Certarus.

• (4) The Certarus Board shall promptly reaffirm the Certarus Board Recommendation by press release after the Certarus Board determines that an Acquisition Proposal which has been publicly announced is not a Superior Proposal or the Certarus Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in a publicly announced Acquisition Proposal no longer being a Superior Proposal. Certarus shall provide Superior and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall consider in good faith all reasonable amendments to such press release as requested by Superior and its counsel.
• (5) Unless Section 5.4(4) applies, if requested in writing by Superior, the Certarus Board shall promptly reaffirm the Certarus Board Recommendation by press release (and in any event within two Business Days of being requested to do so by Superior (or in the event that Certarus Meeting to approve the Arrangement is scheduled to occur within such period, as soon as practicable and in any event prior to the scheduled date of Certarus Meeting)).
• (6) If Certarus provides a Superior Proposal Notice to Superior on a date that is less than 10 Business Days before Certarus Meeting or Certarus Meeting is to be held during the Matching Period, Certarus shall, as directed by Superior, either proceed with or shall postpone Certarus Meeting, to a date determined by Superior that is not more than 10 Business Days after the scheduled date of Certarus Meeting (and, in any event, prior to the Outside Date).

5.5 Breach by Subsidiaries or Representatives

Any violation of the restrictions set forth in this Article 5 by Certarus, the Certarus Subsidiaries or their respective Representatives is deemed to be a breach of this Article 5 by Certarus.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of each of the Parties:

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

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

• (3) Competition Act. The Competition Act Approval has been obtained.

• (4) HSR Act. The HSR Act Expiration has occurred and no standstill timing agreement shall be in effect.

• (5) Illegality. No Governmental Entity has enacted, issued, promulgated, enforced or entered any Law which is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins Certarus or Superior from consummating the Arrangement.

• (6) TSX. The TSX Approval has been obtained.

6.2 Additional Conditions Precedent to the Obligations of Superior

Superior is not required to complete the Arrangement unless each of the following conditions is satisfied on or as of the Effective Time, which conditions are for the exclusive benefit of Superior and may only be waived (if permitted by Law), in whole or in part, by Superior in its sole discretion:

(1) Representations and Warranties.

• (a) The representations and warranties of Certarus set forth in Sections (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation], and (5)(a) [Non-Contravention with Constating Documents] of Schedule C were true and correct, in all material respects, as of the date of this Agreement and are true and correct, in all material respects, as of the Effective Time,
• (b) the representations and warranties of Certarus set forth in Sections (6) [Capitalization] and (8) [Subsidiaries] of Schedule C were true and correct, in all respects, as of the date of this Agreement and are true and correct, in all respects (other than de minimis inaccuracies), as of the Effective Time, except for representations and warranties of Certarus that expressly address matters as of a specified date, the accuracy of which shall be determined as of such specified date, and
• (c) all other representations and warranties of Certarus were true and correct, in all respects, as of the date of this Agreement and are true and correct, in all respects, as of the Effective Time (except those representations and warranties of Certarus that expressly address matters as of a specified date, the accuracy of which shall be determined as of such specified date) except for failures of such representations and warranties to be so true and correct that, individually and in the aggregate, have not had and would not have a Material Adverse Effect in respect of Certarus; provided that for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored;

and Certarus has delivered a certificate confirming same to Superior, executed by a senior officer of Certarus (without personal liability) addressed to Superior and dated the Effective Date.

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

• (3) Certified Resolutions. Certarus shall have furnished Superior with:

  • (a) certified copies of the resolutions passed by the Certarus Board approving this Agreement and the consummation of the transactions contemplated by this Agreement; and

• (b) a certified copy of the Arrangement Resolution.

• (4) Dissent Rights. Dissent Rights have not been validly exercised, and not withdrawn, with respect to more than 5% of the issued and outstanding Certarus Shares.

• (5) Transaction Costs. The Certarus Transaction Costs shall not exceed $16.5 million, and Certarus has delivered a certificate confirming same, executed by a senior officer of Certarus (without personal liability) addressed to Superior and dated the Effective Date.

• (6) Certarus Material Adverse Effect. There shall not have been or occurred a Material Adverse Effect in respect of Certarus after the date hereof, and Certarus has delivered a certificate confirming same to Superior, executed by a senior officer of Certarus (in each case without personal liability) addressed to Superior and dated the Effective Date.

• (7) Pay-Out Letter. The Pay-Out Letter shall have been delivered to Superior.

6.3 Additional Conditions Precedent to the Obligations of Certarus

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

(1) Representations and Warranties.

• (a) The representations and warranties of Superior set forth in Sections (1) [Organization and Qualification], (2) [Corporate Authorization], (3) [Execution and Binding Obligation] and (7)(a) [Consideration Shares] of Schedule D were true and correct, in all material respects, as of the date of this Agreement and are true and correct, in all material respects, as of the Effective Time; and
• (b) all other representations and warranties of Superior were true and correct, in all respects, as of the date of this Agreement and are true and correct, in all respects, as of the Effective Time (except those representations and warranties of Superior that expressly address matters as of a specified date, the accuracy of which shall be determined as of such specified date) except for failures of such representations and warranties to be so true and correct that, individually and in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect in respect of Superior; provided that for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be ignored,

and Superior has delivered a certificate confirming same to Certarus, executed by any senior officer of Superior (without personal liability) addressed to Certarus and dated the Effective Date.

• (2) Performance of Covenants. Superior has fulfilled or complied in all material respects with the covenants of Superior contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and Superior has delivered a certificate confirming same to Certarus, executed by a senior officer of Superior (without personal liability) addressed to Certarus and dated the Effective Date.
• (3) Superior Material Adverse Effect. There shall not have been or occurred a Material Adverse Effect in respect of Superior after the date hereof, and Superior has delivered a certificate

confirming same to Certarus, executed by a senior officer of Superior (in each case without personal liability) addressed to Certarus and dated the Effective Date.

(4) Deposit of Funds and Shares. Superior shall have complied with its obligations under Section 2.10 and Certarus shall have received written confirmation of the receipt of such funds and shares by the Depositary.

6.4 Exclusive Conditions; Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Registrar. For greater certainty, notwithstanding anything to the contrary in this Agreement or otherwise, or any representations, warranties covenants, rights or obligations of any of the Parties in this Agreement or otherwise, the conditions set forth in this Article 6 for the benefit of a Party are the only conditions to such Party's obligations to complete the Arrangement.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

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

7.2 Termination

• (1) This Agreement and the Plan of Arrangement may be terminated prior to the Effective Time by:
  • (a) the mutual written agreement of Certarus and Superior; or
  • (b) either Certarus or Superior if:
    • (i) Failure of Certarus Shareholders to Approve. The Certarus Meeting is duly convened and held and the Arrangement Resolution is not approved by the Certarus Shareholders at the Certarus Meeting in accordance with the Interim Order provided that, a Party may not terminate this Agreement pursuant to this Section7.2(1)(b)(i) if the failure to obtain approval of the Arrangement Resolution has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
    • (ii) Illegality. After the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins Certarus or Superior from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; provided the Party seeking to terminate this Agreement pursuant to this Section 7.2(1)(b)(ii) has used its commercially reasonable efforts or, in respect of the Regulatory Approvals, the efforts required by Section 4.5, (to the extent within its control) to prevent, appeal or overturn such Law (provided such Law is an order, injunction, judgment, decree or ruling) or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided

further that the enactment, making, enforcement or amendment of such Law was not primarily due to a breach by such Party of any of its representations and warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

• (iii) Occurrence of Outside Date. The Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or
• (c) Certarus if:
  • (i) Breach of Representation or Warranty or Failure to Perform Covenants by Superior. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Superior under this Agreement occurs that would cause any condition in Section 6.3(1) [Certarus Reps and Warranties Condition] or Section 6.3(2) [Certarus Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10; provided that any Willful Breach shall be deemed to be incurable and Certarus is not then in breach of this Agreement so as to cause any condition in Section 6.2(1) [Superior Reps and Warranties Condition] or Section 6.2(2) [Superior Covenants Condition] not to be satisfied;
  • (ii) Enter into a Superior Proposal. Prior to obtaining the Certarus Required Approval, the Certarus Board authorizes Certarus to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3(1)(e)(i)) with respect to a Superior Proposal in accordance with Section 5.4, provided Certarus is then in compliance with Article 5 and that prior to or concurrent with such termination Certarus pays the Termination Amount in accordance with Section 8.2; or
  • (iii) Failure to Fund. All conditions precedent contained in Section 6.1 and Section 6.2 have been satisfied or waived (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time); (i) Certarus has irrevocably given written notice to Superior that it is ready, willing and able to complete the Arrangement, and (ii) at least five Business Days prior to such termination, Certarus has given Superior written notice stating its intention to terminate this Agreement pursuant to this Section 7.2(1)(c)(iii), and Superior does not provide or cause to be provided to the Depositary sufficient funds and Superior Shares to complete the transactions contemplated by the Agreement as required pursuant to Section 2.10;
• (d) Superior if:
  • (i) Breach of Representation or Warranty or Failure to Perform Covenants by Certarus. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of Certarus under this Agreement occurs that would cause any condition in Section 6.2(1)(a) [Superior Reps and Warranties Condition] or Section 6.2(2) [Superior Covenants Condition] not to be satisfied,

and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.10; provided that any Willful Breach shall be deemed to be incurable and Superior is not then in breach of this Agreement so as to cause any condition in Section 6.3(1) [Certarus Reps and Warranties Condition] or Section 6.3(2) [Certarus Covenants Condition] not to be satisfied; or

• (ii) Change in Recommendation. Prior to obtaining the Certarus Required Approval:
  • (A) the Certarus Board or any committee thereof fails to unanimously make or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, in a manner that has substantially the same effect, the Certarus Board Recommendation (it being understood that publicly taking no position or a neutral position with respect to a publicly announced, or otherwise publicly disclosed Acquisition Proposal for a period of no more than three Business Days after the public announcement (or beyond the one Business Day prior to the date of the Certarus Meeting, if sooner) thereof shall not be considered a Change in Recommendation), or
  • (B) the Certarus Board or any committee thereof accepts, approves, endorses, recommends or authorizes Certarus or any Certarus Subsidiary to execute or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal or publicly proposes to do so (other than a confidentiality agreement permitted by and in accordance with Section 5.3(1)(e)(i)); or
  • (C) the Certarus Board or any committee thereof fails to publicly reaffirm the Certarus Board Recommendation by press release in accordance with Sections 5.4(4) or 5.4(5),

(any action in clause (A), (B) and (C), a "Change in Recommendation") or

• (D) Certarus breaches Article 5 in any material respect.
• (2) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give written notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

7.3 Effect of Termination

If this Agreement is terminated pursuant to Section7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder or Representative of such Party) to any other Party to this Agreement, except that in the event of termination under Section 7.2, this Section 7.3, Section 2.14, Section 4.2(1)(g), Section 4.4(1)(g), Section 4.6 and Article 8 (and any related definitions contained in any such Sections or Article) shall survive.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

• (1) This Agreement may, at any time and from time to time before or after the holding of the Certarus Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the Certarus Shareholders, and any such amendment may, subject to the Interim Order and Final Order and Laws, without limitation:
  • (a) change the time for performance of any of the obligations or acts of the Parties;
  • (b) waive any inaccuracies or modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
  • (c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
  • (d) waive compliance with or modify any conditions contained in this Agreement,

provided that no such amendment reduces or modifies or otherwise changes the substance or form of the consideration to be received under received by the Certarus Shareholders pursuant to the Arrangement without approval by the affected the Certarus Shareholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court.

(2) The Plan of Arrangement may be amended in accordance with Section 5.1 of the Plan of Arrangement.

8.2 Termination Amounts

• (1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Amount Event occurs, Certarus shall pay the Termination Amount to Superior (or as Superior may direct by notice in writing) in accordance with Section 8.2(3).

• (2) For the purposes of this Agreement, "Termination Amount" means $55,000,000, and "Termination Amount Event" means the termination of this Agreement:

  • (a) by Superior, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation] or pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by Certarus] due to a Willful Breach or Fraud by Certarus;
  • (b) by Certarus, pursuant to Section 7.2(1)(c)(ii) [Enter into a Superior Proposal]; or
  • (c) by Certarus or Superior pursuant to Section 7.2(1)(b)(i) [Failure of Certarus Shareholders to Approve] or Section 7.2(1)(b)(iii) [Occurrence of Outside Date] or by Superior pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by Certarus], in either case, if:

• (i) prior to such termination, an Acquisition Proposal is publicly announced or otherwise publicly disclosed by any Person (other than Superior or any of its affiliates) or any Person (other than Superior or any of its affiliates) shall have publicly announced an intention to do so; and

• (ii) within 12 months following the date of such termination, (X) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (Y) Certarus or one or more of the Certarus Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above and, whether or not such Acquisition Proposal is later consummated).

For purposes of the foregoing, the term "Acquisition Proposal" shall have the meaning assigned to such term in Section 1.1(2) except that references to "20% or more" shall be deemed to be references to "50% or more".

• (3) The Termination Amount shall be paid by Certarus as follows, by wire transfer of immediately available funds to an account designated by Superior:
  • (a) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 8.2(2)(a), within two Business Days of the occurrence of such Termination Amount Event and after such event but prior to payment of such amount, Certarus shall be deemed to hold such funds in trust for Superior; or
  • (b) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 8.2(2)(b), prior to or simultaneously with the occurrence of such Termination Amount Event; or
  • (c) if a Termination Amount Event occurs due to a termination of this Agreement described in Section 8.2(2)(c), on or prior to the earlier of the consummation of an Acquisition Proposal or the entering into of a Contract in respect of an Acquisition Proposal, as applicable, and after such event but prior to payment of such amount, Certarus shall be deemed to hold such funds in trust for Superior.
• (4) Despite any other provision in this Agreement relating to the payment of fees and expenses, if a Reverse Termination Amount Event occurs, Superior shall pay the Reverse Termination Amount to Certarus (or as Certarus may direct by notice in writing) in accordance with Section 8.2(5).
• (5) For purposes of this Agreement, "Reverse Termination Amount" means $55,000,000 and "Reverse Termination Amount Event" means the termination of this Agreement:
  • (a) by Certarus, pursuant to Section 7.2(1)(c)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by Superior.] due to a Willful Breach or Fraud by Superior; or
  • (b) by Certarus pursuant to Section 7.2(1)(c)(iii) [Failure to Fund].
• (6) If a Reverse Termination Amount Event has occurred, the Reverse Termination Amount shall be paid within two Business Days following such Reverse Termination Amount Event and after such

event but prior to payment of such amount, Superior shall be deemed to hold such funds in trust for Certarus. Any Reverse Termination Amount shall be paid by Superior to Certarus (or as Certarus may direct by notice in writing), by wire transfer in immediately available funds to an account designated by Certarus.

• (7) The Parties acknowledge and agree that the agreements contained in this Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that the Termination Amount and Reverse Termination Amount set out in this Section 8.2: (i) represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damage and out-of-pocket expenditures which the affected Party and its affiliates will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not penalties; and (ii) represents consideration for the disposition by the payee of its rights under this Agreement. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. If a Party fails to timely pay any amount due pursuant to this Section 8.2, it shall also pay any costs and expenses incurred by the other Party in connection with a legal action to enforce this Agreement that results in a judgment against such Party for the payment of the Termination Amount, together with interest on the amount of any unpaid fee, cost or expense at the prime rate of The Bank of Canada from the date such fee, cost or expense was required to be paid to (but excluding) the payment date. In no event shall Certarus be obligated to pay the Termination Amount on more than one occasion whether or not the Termination Amount may be payable at different times or upon the occurrence of different events nor shall Superior be required to pay the Reverse Termination Amount on more than one occasion whether or not the Reverse Termination Amount may be payable at different times or upon the occurrence of different events.
• (8) Superior agrees that the payment of the Termination Amount in the manner provided in Section 8.2 is the sole monetary remedy of Superior, and is the maximum aggregate amount that Certarus shall be required to pay in lieu of any damages or any other payments or remedy which Superior may be entitled to, in respect of the events giving rise to such payment other than in respect of a termination by Superior pursuant to Section 7.2(1)(d)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by Certarus] due to a Willful Breach or Fraud by Certarus and further provided that Superior shall also have the right to injunctive relief and other equitable relief in accordance with Section 8.3 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.
• (9) Certarus agrees that the payment of the Reverse Termination Amount in the manner provided in Section 8.2 is the sole monetary remedy of Certarus, and is the maximum aggregate amount that Superior shall be required to pay in lieu of any damages or any other payments or remedy which Certarus may be entitled to, in respect of the events giving rise to such payment other than in respect of a termination by Certarus, pursuant to Section 7.2(1)(c)(i) [Breach of Representation or Warranty or Failure to Perform Covenants by Superior.] due to a Willful Breach or Fraud by Superior and further provided that Certarus shall also have the right to injunctive relief and other equitable relief in accordance with Section 8.3 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

8.3 Injunctive Relief and Remedies

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at Law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties

may, upon application to a court of competent jurisdiction, obtain injunctive and other equitable relief to prevent breaches or threatened breaches of this Agreement, and to enforce compliance with the terms of this Agreement without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, and neither Party shall oppose any such application on the basis that the applicant has an adequate remedy at Law. If, prior to the Outside Date, any Party brings any action in accordance with this Section 8.3 to enforce specifically the performance of the terms and provisions hereby by any other Party, the Outside Date shall automatically be extended: (i) for the period during which such action is pending, plus 20 Business Days; or (ii) by such other time period established by the court presiding over such action, as the case may be.

8.4 Notices.

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

(a) to Superior at:

Superior Plus Corp. 401 – 200 Wellington Street West Toronto, Ontario MSV 3C7

Attention: [redacted; name] Email: [redacted; e-mail address]

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

Torys LLP 4600, 525 - 8th Avenue S.W. Calgary, Alberta T2P 1G1

Attention: [redacted; name] Email: [redacted; e-mail address]

(b) to Certarus:

Certarus Ltd. 3400, 308 4 Avenue S.W. Calgary, Alberta T2P 0H7

Attention: [redacted; name] Email: [redacted; e-mail address]

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

Burnet, Duckworth & Palmer LLP 2400, 525 - 8th Avenue S.W. Calgary, Alberta T2P 1G1

Attention: [redacted; name] Email: [redacted; e-mail address] Any notice or other communication is deemed to be given and received: (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:30 p.m. (local time in place of receipt) and otherwise on the next Business Day; (ii) if sent by overnight courier, on the next Business Day; or (iii) if sent by email, on the Business Day following the date of transmission of the email. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. Sending a copy of a notice or other communication to a Party's legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.5 Time of the Essence.

Time is of the essence in this Agreement.

8.6 Third Party Beneficiaries.

• (1) Except as provided in Sections 4.2(1)(g), 4.4(1)(g) and 4.11 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section8.6 as the "Third Party Beneficiaries"), Certarus and Superior intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, Proceeding, hearing or other forum.
• (2) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Sections4.2(1)(g), 4.4(1)(g) and4.11, respectively, of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, Certarus or Superior, as applicable, confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Third Party Beneficiary.

8.7 Waiver.

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

8.8 Entire Agreement.

This Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this

Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.9 Successors and Assigns.

• (1) This Agreement becomes effective only when executed by the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.
• (2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, provided that Superior may assign all or part of its rights under this Agreement to, and its obligations under this Agreement may be assumed by, any of its affiliates, provided that if such assignment and/or assumption takes place, Superior shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.

8.10 Severability.

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

8.11 Governing Law and Dispute Resolution.

• (1) This Agreement will be governed by and interpreted and enforced in accordance with the Laws of the Province of Alberta and the federal Laws of Canada applicable therein.
• (2) Each Party irrevocably adorns and submits to the non-exclusive jurisdiction of the Alberta courts situated in the City of Calgary and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.12 Rules of Construction.

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

8.13 No Liability.

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

8.14 Language.

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux presentes reconnaissent avoir exige que la presente entente et tous les documents qui y sont accessoires soient rediges en anglais seulement.

8.15 Counterparts.

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

[Remainder of page intentionally left blank. Signature page follows.]

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

SUPERIOR PLUS CORP.

By: (signed) "Luc Desjardins" Name: Luc Desjardins Title: President and CEO

CERTARUS LTD.

By: (signed) "Curtis Philippon" Name: Curtis Philippon Title: President and CEO

SCHEDULE A PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT UNDER SECTION 193 OF THE BUSINESS CORPORATIONS ACT (ALBERTA)

ARTICLE 1 INTERPRETATION

• 1.1 Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined shall have the meanings ascribed thereto in the Agreement (as defined below) and the following terms shall have the following meanings:

  • (a) "Agreement" means the arrangement agreement dated December 21, 2022, between Superior and Certarus (including the Schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms;
  • (b) "Cash Consideration" means $12.15 in cash per Certarus Share;
  • (c) "Consideration" means the Cash Consideration and the Share Consideration;
  • (d) "Dissent Rights" means the right of dissent in respect of the Arrangement provided for in Article 4;
  • (e) "Dissenting Shareholders" means the registered Certarus Shareholders who: (i) validly exercise Dissent Rights in strict compliance with the Dissent Right provisions of this Plan of Arrangement; (ii) have not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights; and (iii) are ultimately entitled to be paid the fair value for their Certarus Shares, but only in respect of the Certarus Shares in respect of which Dissent Rights are validly exercised by such holder of Certarus Shares;
  • (f) "Effective Time" means 2:01 a.m. on the Effective Date;
  • (g) "Employee Loans" means loans advanced by Certarus to certain employees and former employees of Certarus pursuant to 24 month loan agreements that were entered into in connection with the purchase of Certarus Shares by such individuals;
  • (h) "Letter of Transmittal" means the letter of acceptance and transmittal enclosed with the Certarus Circular pursuant to which Certarus Shareholders are required to deliver certificates representing Certarus Shares;
  • (i) "Net Surrender Shares" has the meaning ascribed thereto in Section 3.1(a)(ii);
  • (j) "Non-Resident Shareholder" means a Certarus Shareholder that, at all relevant times, is: (i) a person who is not a resident of Canada for the purposes of the Tax Act; or (ii) a partnership that is not a "Canadian partnership" as defined in the Tax Act; and
  • (k) "Share Consideration" means 1.185365854 of a Superior Share per Certarus Share.

• 1.2 The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

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

• 1.4 The words (a) "including", "includes" and "include" mean "including (or includes or include) without limitation," (b) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (c) unless stated otherwise, "Article", "Section", and "Schedule" followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.

• 1.5 If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

• 1.6 Time shall be of the essence in this Plan of Arrangement. All times expressed herein are Calgary, Alberta time unless otherwise stipulated herein.

• 1.7 Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise; provided, that for purposes of any representations and warranties contained in this Plan of Arrangement that are made as of a specific date or dates, references to any statute or other Law shall be deemed to refer to such statute or other Law, as amended, and to any rules or regulations made thereunder, in each case, as of such date.

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

• 1.9 If any Certarus Shareholder, including for certainty any Person who becomes a Certarus Shareholder as a result of receiving Certarus Shares pursuant to Section 3.1(a), has not given the representation and warranty contained in the Letter of Transmittal that such Certarus Shareholder is not a Non-Resident Shareholder, then such Certarus Shareholder shall be deemed to be a Non-Resident Shareholder for purposes of this Plan of Arrangement.

ARTICLE 2 ARRANGEMENT AGREEMENT

• 2.1 This Plan of Arrangement is made pursuant and subject to the provisions of the Agreement.
• 2.2 The Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective at, and be binding at and after, the times referred to in Section 3.1 on the Certarus Shareholders, Certarus Optionholders, Certarus, Dissenting Shareholders, Superior, the register and transfer agent of Certarus, the Depositary and all other Persons, at and after the Effective Time without any further act or formality required on the part of any Person.

ARTICLE 3 ARRANGEMENT

• 3.1 Each of the events set out below shall occur and shall be deemed to occur in the following order effective as at five-minute intervals starting at the Effective Time without any further act or formality except as otherwise provided herein:

  • (a) each of the Certarus Options outstanding immediately prior to the Effective Time (whether vested or unvested), shall, notwithstanding the terms of such Certarus Options, the Certarus Option Plan and any stock option agreements in relation thereto or any employment agreement (or similar agreement) or any resolution of the Certarus Board (or any committee thereof):
    • (i) be deemed to be unconditionally vested and exercisable;
    • (ii) be surrendered and transferred to Certarus by each Certarus Optionholder in consideration for the issuance by Certarus to such Certarus Optionholder of such number of Certarus Shares as is equal to, rounded down to the nearest whole Certarus Share, (A) the number of Certarus Shares subject to such Certarus Optionholder's Certarus Options immediately prior to the Effective Time minus (B) the number of whole and partial (computed to the nearest four decimal places) Certarus Shares that, when multiplied by $12.15 is equal to the aggregate exercise price of such Certarus Optionholder's Certarus Options (the Certarus Shares issued pursuant to this Section 3.1(a)(ii) being the "Net Surrender Shares");
    • (iii) the Certarus Optionholders' names shall be removed from the register of holders of Certarus Options maintained by or on behalf of Certarus and shall be added to the register of holders of Certarus Shares maintained by or on behalf of Certarus, but the holders of such Certarus Options shall not be entitled to a certificate or other document representing the Net Surrender Shares so issued; and
    • (iv) the Certarus Options shall be immediately cancelled and the Certarus Option Plan and each stock option agreement shall terminate, and neither Certarus, Superior, nor any of their respective successors or assigns shall have any further liability or obligation with respect thereto;
  • (b) each of the Certarus Shares held by Dissenting Shareholders who have validly exercised Dissent Rights which exercise remains valid immediately prior to the Effective Time shall be deemed to have been transferred to Superior (free and clear of any Liens of any nature or kind whatsoever) in exchange for the right to be paid the fair value of their Certarus Shares in accordance with Article 4 and:
    • (i) such Dissenting Shareholders shall cease to be the holders of such Certarus Shares and to have any rights as Certarus Shareholders other than the right to be paid fair value by Superior for such Certarus Shares in accordance with Article 4;
    • (ii) such Dissenting Shareholders' names shall be removed from the register of holders of Certarus Shares maintained by or on behalf of Certarus; and
    • (iii) Superior shall be deemed to be the transferee of such Certarus Shares and shall be entered in the register of holders of Certarus Shares maintained by or on behalf of Certarus and shall be deemed to be the legal and beneficial owner thereof; and

• (c) each Certarus Shareholder (other than a Dissenting Shareholder or Superior) shall simultaneously transfer to Superior (free and clear of any Liens of any nature or kind whatsoever):

  • (i) 41.5% of the Certarus Shares (rounded up in the case of a fractional Certarus Share) held by such Certarus Shareholder immediately prior to the Effective Time and/or issued to such Shareholder pursuant to Section 3.1(a) in exchange for the Cash Consideration, and
  • (ii) 58.5% of the Certarus Shares (rounded down in the case of a fractional Certarus Share) held by such Certarus Shareholder immediately prior to the Effective Time and/or issued to such Shareholder pursuant to Section 3.1(a) in exchange for the Share Consideration,

and

• (iii) such Certarus Shareholder shall cease to be the holder of such Certarus Shares and to have any rights as a Certarus Shareholder other than the right to be paid the Consideration by the Depositary for such Certarus Shares in accordance with this Plan of Arrangement;
• (iv) such Certarus Shareholder's name shall be removed from the register of holders of Certarus Shares maintained by or on behalf of Certarus; and
• (v) Superior shall be deemed to be the transferee of such Certarus Shares and shall be entered in the register of holders of Certarus Shares maintained by or on behalf of Certarus and shall be deemed to be the legal and beneficial owner thereof; and

notwithstanding anything else to the contrary in this Plan of Arrangement,

• (A) if a Certarus Shareholder makes a valid election described in Section 3.4 hereof, then such Certarus Shareholder shall be deemed to have exchanged all of such Certarus Shareholder's Certarus Shares for a combination of Cash Consideration and Shareholder Consideration; and
• (B) if a Certarus Shareholder does not make a valid election described in Section 3.4 hereof, such Certarus Shareholder shall be deemed to have exchanged the Certarus Shares transferred pursuant to Subsection 3.1(c)(i) solely for the aggregate Cash Consideration received by such Certarus Shareholder pursuant to Subsection 3.1(c)(i) and to have exchanged all the Certarus Shares transferred pursuant to Subsection 3.1(c)(ii) solely for the aggregate Share Consideration received by such Certarus Shareholder pursuant to Subsection 3.1(c)(ii), and

it being expressly provided that the events provided for in this Section 3.1 will be deemed to occur on the Effective Date in the order sort forth in this Section 3.1 notwithstanding that certain procedures related thereto may not be completed until after the Effective Date.

• 3.2 In no event shall any holder of Certarus Shares be entitled to receive a fractional Superior Share under this Plan of Arrangement. Where the aggregate number of Superior Shares to be issued to a Certarus Shareholder as consideration under this Plan of Arrangement would result in a fraction of a Superior Share being issuable, the number of Superior Shares to be issued to such Certarus Shareholder shall be rounded to the closest whole number and, no consideration shall be paid in lieu of the issuance of a fractional Superior Share. For greater certainty, where such fractional interest is greater than or equal to 0.5, the number of Superior Shares to be issued will be rounded up to the nearest whole number, and where such fractional interest is less than 0.5, the number of Superior Shares to be issued will be rounded down to the nearest whole number. In calculating such fractional interests, all Certarus Shares registered in the name of or beneficially held by such holders thereof or their nominee shall be aggregated.
• 3.3 Notwithstanding any provision herein to the contrary, Certarus and Superior agree that this Plan of Arrangement will be carried out with the intention that all the Persons to whom the Superior Shares are issued on completion of this Plan of Arrangement will be issued by in reliance on the Section 3(a)(10) Exemption.
• 3.4 A Certarus Shareholder (other than a Non-Resident Shareholder) shall be entitled to make a tax election, pursuant to subsection 85(1) or 85(2) of the Tax Act, as applicable (and the analogous provisions of provincial income tax law). Superior shall make available on Superior's website tax election forms required under the Tax Act within 60 days of the Effective Date. Any Certarus Shareholder (other than a Non-Resident Shareholder) who wants to make such election and otherwise qualifies to make such election may do so by providing to Superior two signed copies of the necessary election forms within 120 days following the Effective Date, duly completed with the details of the number of Certarus Shares transferred and the applicable agreed amount or amounts for the purposes of such election. Thereafter, subject to the election forms complying with the provisions of the Tax Act (or applicable provincial or territorial income tax law), the forms will be signed by Superior and returned to such Certarus Shareholder by ordinary mail within 30 days after the receipt thereof by Superior for filing with the Canada Revenue Agency (or the applicable provincial or territorial taxing authority). Superior will not be responsible for the proper completion of any election form and, except for the obligation of Superior to so sign and return duly completed election forms which are received by Superior within 120 days of the Effective Date. Superior will not be responsible for any taxes, interest or penalties resulting from the failure by a Certarus Shareholder to properly complete or file the election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial or territorial legislation). In its sole discretion, Superior may choose to sign and return an election form received by it more than 120 days following the Effective Date, but Superior will have no obligation to do so.

ARTICLE 4 DISSENTING SHAREHOLDERS

4.1 Each registered Certarus Shareholder shall have the right to dissent with respect to the Arrangement in accordance with the provisions of section 191 of the ABCA as modified by the Interim Order provided that, notwithstanding section 191(5) of the ABCA, the written objection to the Arrangement Resolution referred to in section 191(5) of the ABCA must be received by Certarus not later than 5:00 p.m. five Business Days immediately preceding the date of the Certarus Meeting. A Dissenting Shareholder shall, at the Effective Time, cease to have any rights as a holder of Certarus Shares and shall only be entitled to be paid the fair value of the holder's Certarus Shares (minus any applicable withholding taxes or other permitted deductions hereunder). A Dissenting Shareholder who is paid the fair value of the holder's Certarus Shares

shall be deemed to have transferred the holder's Certarus Shares to Superior (free and clear of any Liens) for cancellation at the Effective Time without any further act or formality notwithstanding the provisions of section 191 of the ABCA. A Dissenting Shareholder who for any reason is not entitled to be paid the fair value of the holder's Certarus Shares shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Certarus Shares notwithstanding the provisions of section 191 of the ABCA. The fair value of the Certarus Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the holders of Certarus Shares at the Certarus Meeting; but in no event shall Certarus or Superior be required to recognize such Dissenting Shareholder as a shareholder of Certarus or Superior after the Effective Time and the names of such holders shall be removed from the applicable register of holders as at the Effective Time. In addition to any other restrictions under Section 191 of the ABCA, holders of Certarus Shares who vote or have instructed a proxyholder to vote such Certarus Shares in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights. In addition, a Dissenting Shareholder may only exercise Dissent Rights in respect of all, and not less than all, of its Certarus Shares.

ARTICLE 5 OUTSTANDING CERTIFICATES

• 5.1 From and after the Effective Time, certificates formerly representing Certarus Shares shall represent only the right to receive the ultimate consideration to which the former holders are entitled under the Arrangement, or as to those held by Dissenting Shareholders, other than those Dissenting Shareholders deemed to have participated in the Arrangement pursuant to Section 4.1, to receive the fair value of the Certarus Shares represented by such certificates.
• 5.2 Prior to the Effective Time, Superior shall: (i) provide, or cause to be provided, to the Depositary a certified cheque, bank draft or wire transfer of funds in an amount equal to the aggregate amount of cash that the Certarus Shareholders are entitled to receive for their Certarus Shares in accordance with the terms of the Arrangement; and (ii) issue and deliver to the Depositary an irrevocable treasury order authorizing the Depositary, as the registrar and transfer agent for the Superior Shares, to issue the aggregate number of Superior Shares payable to the former holders of Certarus Shares pursuant to the provisions of the Arrangement.
• 5.3 Subject to Section 2.7(4) of the Agreement, as soon as practicable after the Effective Time, Certarus shall pay the amounts to be paid to former holders of Certarus DSUs pursuant to the Certarus DSU Plan and to the participants of the Certarus Transaction Program pursuant to the Certarus Transaction Program either: (i) pursuant to the normal payroll practices and procedures of Certarus; or (ii) in the event that payment pursuant to the normal payroll practices and procedures of Certarus is not practicable for any such holder, by cheque, wire transfer or other form of immediately available funds, or (iii) by such other means as Certarus may elect or as otherwise may be reasonably requested.
• 5.4 Subject to this Article 5, the Depositary shall (as soon as is practicable but in any event not later than the date that is three Business Days following the later of the Effective Date and the date of deposit by a former Certarus Shareholder of a duly completed and executed Letter of Transmittal, together with the share certificates representing the holder's Certarus Shares and such other documents and instruments as the Depositary may reasonably require) cause individual cheques (or other form of immediately available funds) and certificates representing the Superior Shares (or arrange for the direct non-certificated deposit of the Superior Shares) to be forwarded to the Certarus Shareholders or made available for pick-up (if so indicated in the Letter of Transmittal). Such cheques and certificates representing Superior Shares shall be forwarded by first class mail,

postage pre-paid, to the Person and at the address specified in the relevant Letter of Transmittal or, if no address has been specified therein, at the address specified for the particular holder in the register of holders of Certarus Shares. Cheques and certificates representing Superior Shares mailed pursuant hereto will be deemed to have been delivered at the time of delivery thereof to the post office.

• 5.5 If any certificate which immediately prior to the Effective Time represented an interest in outstanding Certarus Shares that were exchanged pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to have been lost, stolen or destroyed, the Depositary will issue and deliver in exchange for such lost stolen or destroyed certificate the consideration to which the holder is entitled pursuant to the Arrangement (including any dividends or other distributions in respect of Superior Shares) as determined in accordance with the Arrangement. The Person who is entitled to receive such consideration shall, as a condition precedent to the receipt thereof, give a bond to Superior and its transfer agents, which bond is in form and substance satisfactory to Superior or shall otherwise indemnify Superior and the Depositary against any claim that may be made against any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

• 5.6 Any certificate formerly representing Certarus Shares that is not deposited with all other documents as required by this Plan of Arrangement and the Letter of Transmittal on or before the last Business Day prior to the sixth anniversary of the Effective Date shall cease to represent a right or claim of any kind or nature, including the right of the holder of such Certarus Shares to receive the consideration that the holder is entitled pursuant to this Arrangement. In such case, the cash and Superior Shares that the holder is entitled to pursuant to this Arrangement (including any dividends or other distributions in respect of Superior Shares) shall be returned by the Depositary to Superior.

• 5.7 Subject to Section 5.6, all dividends payable in respect of Superior Shares to which a former Certarus Shareholder is entitled in accordance with this Plan of Arrangement, but for which a certificate representing such Superior Shares has not been delivered to such former Certarus Shareholder (or the electronic non-certificated deposit of such Superior Shares has not been completed) in accordance with this Article 5, shall be paid or delivered to the Depositary to be held in trust for such former Certarus Shareholder for delivery to the former Certarus Shareholder, net of all withholding and other taxes or permitted deductions, upon delivery of the certificate representing the Superior Shares (or the electronic deposit of Superior Shares) in accordance with this Article 5.

• 5.8 Superior, Certarus and the Depositary, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable or otherwise deliverable to any Person under or in connection with the Agreement or this Plan of Arrangement such amounts as Superior, Certarus or the Depositary, as applicable, are required or reasonably believe to be required to deduct and withhold from such amounts under any provision of any Laws in respect of Taxes. Any such amounts will be deducted, withheld and remitted from the amounts payable pursuant to this Plan of Arrangement to the appropriate Governmental Entity and shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect of which such deduction, withholding and remittance was made. In connection with any amount required to be withheld pursuant to this Plan of Arrangement, Superior may direct the Depositary to withhold such number of Superior Shares that may otherwise be paid to such person under the Agreement or this Plan of Arrangement and to sell such Superior Shares on the TSX for cash proceeds to be used for such withholding.

• 5.9 Superior, Certarus and the Depositary, as applicable, shall be entitled to deduct from any amounts otherwise payable or otherwise deliverable to any Person under or in connection with the Agreement or this Plan of Arrangement any amount owing by such Person to Certarus at the Effective Time pursuant to an Employee Loan. Any such amount that is deducted shall be used to repay the amount owing by such Person to Certarus pursuant to such Employee Loan, which Employee Loan shall thereafter be deemed to be settled and discharged, and such amount shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect of which such deduction was made. In connection with any amount required to be so deducted pursuant to this Plan of Arrangement, Superior may direct the Depositary to withhold such number of Superior Shares that may otherwise be paid to such person under the Agreement or this Plan of Arrangement and to sell such Superior Shares on the TSX for cash proceeds to be used for such repayment of the Employee Loan.

• 5.10 Each Certarus Shareholder shall provide Superior and the Escrow Agent with an accurate executed and complete U.S. Internal Revenue Service Form W-9 (in the case of a Certarus Shareholder that is a "U.S. person" for U.S. federal income tax purposes) or an applicable U.S. Internal Revenue Service Form W-8 (in the case of a Certarus Shareholder this is not a "U.S. person" for U.S. federal income tax purposes).

ARTICLE 6 AMENDMENTS

• 6.1 Superior and Certarus may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be: (a)set out in writing; (b) filed with the Court and, if made following the Certarus Meeting, approved by the Court; and (c)communicated to the Certarus Shareholders, if and as required by the Court.
• 6.2 Any amendment, modification or supplement to this Plan of Arrangement may be proposed by Superior and Certarus at any time prior to or at the Certarus Meeting (provided that the other party shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the persons voting at the Certarus Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
• 6.3 Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Certarus Meeting shall be effective only if: (a) it is consented to by each of Superior and Certarus; and (b) if required by the Court or applicable law, it is consented to by the Certarus Shareholders.
• 6.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by Superior, provided that it concerns a matter which, in the reasonable opinion of Superior, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former holder of Certarus Shares.

SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

• (1) The arrangement (the "Arrangement") under Section 193 of the Business Corporations Act (Alberta) (the "ABCA") of Certarus Ltd. ("Certarus") involving Superior Plus Corp. ("Superior") and the shareholders of Certarus, pursuant to the arrangement agreement dated December 21, 2022 (the "Arrangement Agreement") among Certarus and Superior all as more particularly described and set forth in the management information circular of Certarus dated n, accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms and all transactions contemplated therein) is hereby authorized, approved and adopted.
• (2) The plan of arrangement, as it has been or may be modified or amended in accordance with the Arrangement Agreement and its terms, involving Certarus (the "Plan of Arrangement"), the full text of which is set out as ScheduleA to the Arrangement Agreement, is hereby authorized, approved and adopted.
• (3) The Arrangement Agreement and related transactions contemplated therein, the actions of the directors of Certarus in approving the Arrangement and the actions of the officers of Certarus in executing and delivering the Arrangement Agreement and any modifications or amendments thereto are hereby ratified and approved.
• (4) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Certarus Shareholders (as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Court of King's Bench of Alberta (the "Court"), the directors of Certarus are hereby authorized and empowered, at their discretion, without further notice to or approval of the securityholders: (a) to amend or modify the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and/or the Plan of Arrangement, as applicable; and (b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
• (5) Any officer or director of Certarus is hereby authorized and directed for and on behalf of Certarus to make an application to the Court for an order approving the Arrangement and to execute, under the corporate seal of Certarus or otherwise, and to deliver or cause to be delivered, for filing with the Registrar under the ABCA, articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement and the Plan of Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
• (6) Any officer or director of Certarus is hereby authorized and directed for and on behalf of Certarus to execute or cause to be executed and to deliver or cause to be delivered, all such other documents and instruments and to perform or cause to be performed all such other acts and things as, in such Person's opinion, may be necessary or desirable to give full force and effect to the foregoing resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such other document or instrument or the doing of any other such act or thing.

SCHEDULE C REPRESENTATIONS AND WARRANTIES OF CERTARUS

• (1) Organization and Qualification. Except as set forth in Section (1) of the Certarus Disclosure Letter, each of Certarus and the Certarus Subsidiaries is a corporation incorporated and validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Each of Certarus and the Certarus Subsidiaries is qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which such qualification, licensing or registration is necessary, except to the extent that any failure of Certarus or a Certarus Subsidiary to be so qualified, licensed or registered would not, individually or in the aggregate, reasonably be expected to materially impact the ability of Certarus and such Certarus Subsidiary, as applicable, to conduct its business as conducted prior to the date hereof.

• (2) Corporate Authorization. Certarus has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by Certarus of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Certarus and no other corporate proceedings on the part of Certarus are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval by the Certarus Shareholders in the manner required by the Interim Order and Law and approval by the Court.

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

• (4) Governmental Authorization. The execution, delivery and performance by Certarus of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by Certarus or by any of the Certarus Subsidiaries other than: (a) the Interim Order and any approvals required by the Interim Order; (b) the Final Order; (c) filings with the Registrar under the ABCA; (d) the Competition Act Approval; (e) the HSR Act Expiration; and (f) any Authorizations which, if not obtained by Certarus, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made by Certarus, would not reasonably be expected to have, individually or in the aggregate, a material impact on the ability of Certarus to consummate the Arrangement and the other transactions contemplated hereby or to conduct the business of Certarus and the Certarus Subsidiaries as conducted prior to the date hereof.

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

  • (a) contravene, conflict with, or result in any violation or breach of the Certarus Constating Documents or the organizational documents of any of the Certarus Subsidiaries;

• (b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a material violation or breach of any Law applicable to Certarus, any of the Certarus Subsidiaries or any of their respective properties or assets;

• (c) except as disclosed in Section (5)(c) of the Certarus Disclosure Letter, allow any Person to exercise any rights, require any consent or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Certarus or any of the Certarus Subsidiaries is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) or trigger any fees under any Material Contract or any material Authorization to which Certarus or any of the Certarus Subsidiaries is a party or by which Certarus or any of the Certarus Subsidiaries is bound; or

• (d) result in the creation or imposition of any Lien (other than Permitted Liens) upon any material Certarus Asset.

(6) Capitalization.

• (a) The authorized capital of Certarus consists of an unlimited number of Certarus Shares. As of the date of this Agreement, there were:
  • (i) 65,877,804 Certarus Shares issued and outstanding;
  • (ii) 7,706,502 Certarus Options outstanding;
  • (iii) Nil Certarus PSUs outstanding;
  • (iv) 251,063 Certarus RSUs outstanding; and
  • (v) 79,300 Certarus DSUs outstanding

Except for the Certarus Shares there are no other shares of any class or series in the capital of Certarus outstanding. Except as set forth in Section (6)(a) of the Certarus Disclosure Letter and the Certarus Options and the Certarus RSUs outstanding, there are no options, convertible securities or other rights, shareholder rights plans, agreements or commitments of any character whatsoever (pre-emptive, contingent or otherwise) requiring or which may require the issuance, sale or transfer by Certarus or any of the Certarus Subsidiaries of any securities of Certarus or any of the Certarus Subsidiaries (including Certarus Shares) or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to subscribe for or acquire, any securities of or other equity or voting interests in Certarus or any of the Certarus Subsidiaries (including Certarus Shares).

(b) All outstanding Certarus Shares have been duly authorized and validly issued, are fully paid and non-assessable and were not issued in violation of any pre-emptive rights. Other than pursuant to the Certarus Option Plan, the Certarus DSU Plan or the Certarus RPSU Plan, there are no outstanding contractual or other obligations of Certarus or of the Certarus Subsidiaries to repurchase, redeem or otherwise acquire any of Certarus' or of any of the Certarus Subsidiaries' securities, or qualify securities for public distribution in Canada or elsewhere. Other than the Certarus Shares, the Certarus Options and the Certarus RSUs, there are no securities or other instruments or obligations of Certarus that

carry, or which is convertible into, or exchangeable for, securities having, the right to vote generally with the Certarus Shareholders on any matter. Neither Certarus nor any of the Certarus Subsidiaries is a party to any voting agreements with respect to any shares in the capital of or other equity or voting interests in Certarus or any of the Certarus Subsidiaries and, to the knowledge of Certarus, as of the date hereof, other than the Voting Agreements, there are no irrevocable proxies and no voting agreements with respect to any shares in the capital of, or other equity or voting interests in, Certarus or any of the Certarus Subsidiaries. All outstanding Certarus Shares have been issued in compliance with all applicable Securities Laws and other Laws.

• (c) Except as set forth in Section (6)(c) of the Certarus Disclosure Letter, there are no outstanding stock appreciation rights, phantom equity, profit sharing plan or similar rights, agreements, arrangements or commitments payable to any Certarus Employee and which are based upon the revenue, value, income or other attribute of Certarus or the Certarus Subsidiaries.
• (d) All grants of Certarus Options, Certarus RSUs and Certarus DSUs have been duly authorized by the Certarus Board (or a duly authorized committee thereof) in compliance with Law and the terms of the respective plans, and have been recorded on the Certarus Financial Statements in accordance with IFRS, and no such grants involved any "back dating," "forward dating," "spring loading" or similar concept. All Certarus Options were granted with an exercise price per share no lower than the fair market value of one Certarus Share on the date of the corporate action effectuating the grant and are exempt under Section 409A of the Code. Except as set forth in Section (6)(d) of the Certarus Disclosure Letter, no Certarus Options were: (i) ever amended, exchanged or repriced in order to reduce the exercise price subject to such Certarus Options; or (ii) designated as an incentive stock option within the meaning of Section 422 of the Code.
• (7) Shareholders' and Similar Agreements. Neither Certarus nor any of the Certarus Subsidiaries is party to any unanimous shareholders agreement or any shareholder agreement, pooling agreement, voting agreement, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of Certarus or of any of the Certarus Subsidiaries.

(8) Subsidiaries.

• (a) Section (8)(a) of the Certarus Disclosure Letter sets out: (i) a corporate structure chart that includes all of the wholly-owned Subsidiaries of Certarus; and (ii) a list of those entities in which Certarus or any of the Certarus Subsidiaries owns less than 100% of the outstanding equity interests, together with the percentage held by Certarus or the Certarus Subsidiary, as applicable.

• (b) CanGas (US) Inc. does not carry on any active business operations, does not own any assets and has not incurred any material liabilities.

• (c) Certarus is, directly or indirectly, the registered and beneficial owner of all of the outstanding common shares or other equity interests of each of the Certarus Subsidiaries, free and clear of any Liens (other than Permitted Liens), all such shares or other equity interests so owned by Certarus have been validly issued and are fully paid and nonassessable, as the case may be, and no such shares or other equity interests have been issued in violation of any pre-emptive or similar rights.

• (d) Except for the shares or other equity interests owned by Certarus in any Certarus Subsidiary, Certarus does not own, beneficially or of record, any equity interests of any kind in any other Person.

• (e) Except as set forth in Section (8)(e) of the Certarus Disclosure Letter, neither Certarus nor any of the Certarus Subsidiaries has entered into any joint venture, partnership, profit sharing arrangement or similar arrangement with a third party and neither Certarus nor any of the Certarus Subsidiaries is a party to any agreement under which it agrees to carry on any material part of its business or any other activity in such manner or by which it agrees to share any material revenue or profit with any other Person.

(9) Securities Law Matters.

• (a) Certarus is not a "reporting issuer" under the Securities Laws in any province or territory of Canada.
• (b) Certarus does not have, nor is it required to have, any class of securities registered under the U.S. Exchange Act, nor is Certarus subject to any reporting obligation (whether active or suspended) pursuant to section13(a) or section15(d) of the U.S. Exchange Act. Certarus is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to section 12(g) of the U.S. Exchange Act, is not an investment company registered or required to be registered under the Investment Company Act of 1940 of the United States and is a "foreign private issuer" (as such term is defined in Rule 3b-4 under the U.S. Exchange Act). No securities of Certarus have been traded on any national securities exchange in the United States during the past 12 calendar months.

(10) Financial Statements and Records.

• (a) The Certarus Financial Statements were: (i) prepared in accordance with IFRS; (ii) fairly present in all material respects, the assets, liabilities, consolidated financial position, results of operations and cash flows of Certarus and the Certarus Subsidiaries as of their respective dates and the financial position, results of operations and cash flows of Certarus and the Certarus Subsidiaries on a consolidated basis for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements); and (iii) comply as to form in all material respects with IFRS.

• (b) The outstanding accounts receivable of Certarus and the Certarus Subsidiaries arose from bona fide arm's-length transactions in the Ordinary Course and, except for the allowance of doubtful accounts stated in the Certarus Financial Statements or as otherwise disclosed in Section (10)(b) of the Certarus Disclosure Letter, to the knowledge of Certarus, there is as of the date of this Agreement no outstanding material claim or dispute by and between any of Certarus and the Certarus Subsidiaries and any account debtor of Certarus or any of the Certarus Subsidiaries in connection with any such outstanding account receivable. The allowance for doubtful accounts stated in the Certarus Financial Statements was reasonable based on the past history of the business and operations of Certarus and the Certarus Subsidiaries.

• (c) Except as set forth in Section (10)(c) of the Certarus Disclosure Letter, there are no, nor are there any commitments to become a party to, any material off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other relationship of Certarus or of any of the Certarus Subsidiaries with unconsolidated entities or other Persons.

• (d) Since January 1, 2022, there has been no material change in the accounting policies used by Certarus to prepare its financial statements, except as described in the Certarus Financial Statements or as required by IFRS.

• (e) The financial books, records and accounts of each of Certarus and the Certarus Subsidiaries: (i) have been maintained, in all material respects, in accordance with IFRS; (ii) accurately and fairly reflect all the material transactions, acquisitions and dispositions of Certarus and the Certarus Subsidiaries; and (iii) accurately and fairly reflect the basis of the Certarus Financial Statements.

• (f) The corporate minute books of each of Certarus and the Certarus Subsidiaries contain the minutes of all meetings and resolutions of their respective boards of directors and each committee thereof (some of which are in draft form) and have been maintained in accordance with Laws and are complete and accurate in all material respects. True and correct copies of the minute books of Certarus and the Certarus Subsidiaries were provided in the data room (other than those portions of minutes of the board and any committee thereof relating to this Agreement, the transactions contemplated by this Agreement or that are in draft form) prior to the date of this Agreement, to the extent true and correct as at such time.

• (11) No Undisclosed Liabilities. Except as disclosed in Section (11) of the Certarus Disclosure Letter, there are no material liabilities or obligations of Certarus or of any of the Certarus Subsidiaries of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations:

  • (a) disclosed in the Certarus Financial Statements;
  • (b) incurred in the Ordinary Course since September 30, 2022 and not in violation of the covenants in Section 4.1;
  • (c) incurred with the written consent of Superior; or
  • (d) incurred in connection with this Agreement.

The amounts owing by Certarus under the Credit Facility as of the date hereof are no greater than the amounts set forth in the Certarus Disclosure Letter.

• (12) Solvency. Each of Certarus and the Certarus Subsidiaries are as of the date hereof, and immediately prior to the Effective Time will be, Solvent on a consolidated basis. There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of Certarus, threatened against or relating to Certarus or Certarus USA.

• (13) Absence of Certain Changes or Events. Since January 1, 2022 to the date of this Agreement, other than the transactions contemplated in this Agreement, as disclosed in Section (13) of the Certarus Disclosure Letter or as reflected in the Certarus Financial Statements:

  • (a) the business of Certarus and the Certarus Subsidiaries has been conducted in the Ordinary Course, subject to compliance with Laws related to, and the impact on the business of, the COVID-19 pandemic and such pandemic's continuing effect on working restrictions and the local, national and global economy (including any work stoppages or operational stoppages necessary to safeguard life or property);

• (b) there has not occurred a Material Adverse Effect in respect of Certarus; and

• (c) Certarus has not taken any action that would have required consent under clauses (a) through (k), (p), (s) or (u) of Section 4.1(2).

• (14) Bank Accounts. Section (14) of the Certarus Disclosure Letter sets out each bank account maintained by or for the benefit of Certarus or any of the Certarus Subsidiaries at any bank or other financial institution, as well as the individuals with signing authority over each such account.

• (15) Related Party Transactions. Except as set forth in Section (15) the Certarus Disclosure Letter, neither Certarus nor any of the Certarus Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, Certarus or any of the Certarus Subsidiaries or any of their respective affiliates or associates (except for amounts due in the Ordinary Course as salaries, bonuses, service fees and director's fees or the reimbursement of Ordinary Course expenses), nor is there any indebtedness owing by any such parties to Certarus or any of the Certarus Subsidiaries, as applicable. Other than as set forth in Section(15) of the Certarus Disclosure Letter, there are no Contracts (other than employment or compensation arrangements or director and officer indemnification agreements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf of or for the benefit of any officer or director of Certarus or any of the Certarus Subsidiaries, any Certarus Shareholder holding 10% or more of the Certarus Shares, or any of their respective affiliates or associates.

• (16) Compliance with Laws. Each of Certarus and the Certarus Subsidiaries is and has been in compliance with all Laws applicable to it, its business or the Certarus Assets, in all material respects, except for any noncompliance that has been fully resolved. Neither Certarus nor any of the Certarus Subsidiaries or, to the knowledge of Certarus, their respective officers or directors has been convicted of any crime or is under any investigation with respect to, has been charged or, to the knowledge of Certarus, threatened to be charged with, or has received notice of, any material violation or potential material violation of, any Laws or disqualification by a Governmental Entity.

(17) Authorizations and Licenses.

• (a) (i) Each of Certarus and the Certarus Subsidiaries has obtained all material Authorizations that are required by Law, including all material Authorizations required by Environmental Laws, in connection with the operation of the business of Certarus and the Certarus Subsidiaries as presently conducted, or in connection with the ownership, operation, use, or routine maintenance of the Certarus Assets, and, to the knowledge of Certarus, all such material Authorizations are set forth in Section C(17)(a) of the Certarus Disclosure Letter; (ii) true and complete copies of each such material Authorization has been made available to Superior; (iii) each such material Authorization is issued in the name of or for the benefit of Certarus or the Certarus Subsidiaries, and Certarus or the Certarus Subsidiaries have complied in all material respects with all such material Authorizations; and (iv) to the knowledge of Certarus, each such material Authorization is valid and in full force and effect.
• (b) To the knowledge of Certarus, no action, appeal, investigation or Proceeding has been threatened, commenced or is pending in respect of or regarding any such material Authorization and neither Certarus nor any of the Certarus Subsidiaries has received notice, whether written or oral, of revocation, non-renewal or amendments of any such

material Authorization, or of the intention of any Person to revoke, refuse to renew or amend any such material Authorization.

(18) Material Contracts.

• (a) Section (18)(a) of the Certarus Disclosure Letter sets out a complete and accurate list of all Material Contracts as of the date hereof. True and complete copies of all of the Material Contracts (and, in the case of an oral Material Contract, a written description of the material terms of such contract) have been made available to Superior.
• (b) Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by Certarus or the Certarus Subsidiaries, as applicable, in accordance with its terms (subject to bankruptcy, insolvency and other Laws affecting creditors' rights generally, and to general principles of equity).
• (c) Neither Certarus nor any of the Certarus Subsidiaries is in breach or default under any Material Contract, nor does there exist any condition that with the passage of time or the giving of notice or both would result in such a breach or default.
• (d) Other than as set forth in Section Schedule C(18)(d) of the Certarus Disclosure Letter, Certarus does not know of, and has not received any notice (whether written or oral) of, any breach or default by a counterparty under a Material Contract.
• (e) None of Certarus or any of the Certarus Subsidiaries has received any notice (whether written or oral), that any party to a Material Contract intends to cancel or terminate its relationship with Certarus or any of the Certarus Subsidiaries, and, to the knowledge of Certarus, no such action has been threatened.

(19) Customers and Suppliers.

• (a) Section (19)(a) of the Certarus Disclosure Letter sets out a list, as of the date of this Agreement, of: (i) the 15 largest customers of Certarus and the Certarus Subsidiaries (on a consolidated basis) for each of the two most recent fiscal years and for the period from January 1, 2022 through September 30, 2022, as measured by the dollar amounts of revenues generated therefrom (each, a "Material Customer"); and (ii) the 10 largest suppliers, service providers and vendors of Certarus and the Certarus Subsidiaries (on a consolidated basis) for each of the two most recent fiscal years and for the period from January 1, 2022 through September 30, 2022, as measured by the dollar amounts of purchases therefrom (each, a "Material Supplier").
• (b) Except as set forth in Section (19)(b) of the Certarus Disclosure Letter, as of the date of this Agreement, no Material Customer or Material Supplier who was one of the 15 largest customers of Certarus and the Certarus Subsidiaries (on a non-consolidated basis) or one of the 10 largest suppliers, service providers and vendors of Certarus and the Certarus Subsidiaries (on a non-consolidated basis), as applicable, for the 2021 fiscal year or the period from January 1, 2022 to September 30, 2022, as measured by the dollar amount of revenue generated therefrom, has indicated in writing to Certarus or the Certarus Subsidiaries that it intends to materially and negatively change its business relationship with Certarus or any of the Certarus Subsidiaries.
• (20) No Guarantees. Neither Certarus nor any of the Certarus Subsidiaries is a party to or bound by any Contract of guarantee, indemnification (other than an indemnification of directors and

officers of Certarus or of the Certarus Subsidiaries in accordance with the by-laws of the respective corporation or Laws and other than industry typical indemnifications and performance guarantees in the Ordinary Course, standard indemnity agreements in underwriting and agency agreements and in the Ordinary Course provided to its lenders, financiers, customers and to service providers and in title documentation applicable to the Certarus Assets) or any like commitment in respect of the obligations, liabilities (contingent or otherwise) of indebtedness of any other Person.

• (21) Release of Fiduciary Obligations. Except as set forth in Section (21) of the Certarus Disclosure Letter, neither Certarus nor the Certarus Board (nor any of the Certarus Subsidiaries nor any of their respective board of directors) has agreed or consented to the release of any director, officer or employee (or former director, officer or employee) of Certarus or any of the Certarus Subsidiaries from any fiduciary duty owed by such Person to Certarus, or any of the Certarus Subsidiaries or the Certarus Shareholders, including any release that would allow any such Person to pursue any corporate opportunities that would otherwise be the property of Certarus or any of the Certarus Subsidiaries.
• (22) No Swaps. Neither Certarus nor any of the Certarus Subsidiaries is a party to or subject to any Swaps, other than forward rate Contracts entered into in the Ordinary Course.
• (23) Intellectual Property. Except as set forth in Section (23) of the Certarus Disclosure Letter:
  • (a) Certarus or the Certarus Subsidiaries owns all right, title and interest in and to, free and clear of any Liens (other than Permitted Liens), or have validly licensed (and are not in breach of such licenses), all material Intellectual Property Rights used in the conduct of the business, as presently conducted, of Certarus and the Certarus Subsidiaries (the "Certarus Intellectual Property"). No Governmental Entity, or other entity, has provided any funding to Certarus or the Certarus Subsidiaries which would give such Governmental Entity, or other entity, any rights, title or interest in or to the Certarus Intellectual Property; and no university, academic institution or similar type of entity nor any of its employees, contractors or students has any rights, title or interest in or to such Intellectual Property Rights that would prevent the conduct of the business, as presently conducted, of Certarus and the Certarus Subsidiaries;
  • (b) all Certarus Intellectual Property rights are valid, subsisting, and enforceable, and, to the knowledge of Certarus, neither the use thereof nor the conduct of the business as presently and previously conducted of Certarus and the Certarus Subsidiaries breach, violate, infringe, misappropriate or interfere with any rights of any other Person. Neither Certarus nor any of the Certarus Subsidiaries has received any notice, complaint, threat or claim alleging the infringement, misappropriation, misuse or violation of any Intellectual Property Right of any third party;
  • (c) Certarus and the Certarus Subsidiaries have the full right and authority to use, and to continue to use after the closing of the Arrangement, their respective Certarus Intellectual Property in connection with the conduct of their business, as presently conducted, and the Certarus Intellectual Property is sufficient to conduct of the business, as presently conducted, of Certarus and the Certarus Subsidiaries. All Contracts, including licenses, to which Certarus or any of the Certarus Subsidiaries is a party relating to Certarus Intellectual Property are in good standing, binding and enforceable in accordance with their respective terms, and no material default exists on the part of any parties thereunder, and such Contracts will not be affected by the closing of the Arrangement. Neither Certarus nor any Certarus Subsidiary is a party or subject to any Contract that restricts the

ability of Certarus or such Certarus Subsidiary to use or exploit any Certarus Intellectual Property;

• (d) to the knowledge of Certarus, no third party is infringing upon any of the Certarus Intellectual Property; and

• (e) each of Certarus and the Certarus Subsidiaries has used commercially reasonable efforts and taken industry standard measures to protect the Certarus Intellectual Property. All of the Certarus Intellectual Property developed or created by Certarus Employees or pursuant to Contracts with outside consultants or contractors of Certarus or the Certarus Subsidiaries have been assigned or licensed to Certarus or one of the Certarus Subsidiaries in writing or in another enforceable manner, and all moral and other nonassignable rights relating thereto have been waived.

• (24) Information Technology. The material Information Technology owned, licensed, leased or used by Certarus and the Certarus Subsidiaries (collectively, the "CertarusIT System") meets or exceeds industry standards, and adequately satisfies the data processing and other computing needs of the business and operations of Certarus and the Certarus Subsidiaries as presently and historically operated, conducted and maintained, and each of Certarus and the Certarus Subsidiaries: (a) has and continues to use reasonable commercial efforts to protect the security and integrity of the Certarus IT System and the information thereon; and (b) has adopted industry standard administrative, procedural, technological and other safeguards (including disaster recovery and business continuity plans) to adequately and properly ensure the protection and continued operation of the business of Certarus and the Certarus Subsidiaries.

• (25) Litigation. Except as disclosed in Section (25) of the Certarus Disclosure Letter, there are no material Proceedings pending or, to the knowledge of Certarus, threatened in writing, against or relating to Certarus or any of the Certarus Subsidiaries, the business of Certarus and the Certarus Subsidiaries or affecting any of the Certarus Assets.

• (26) Environmental Matters. Except as otherwise disclosed in Section (26) of the Certarus Disclosure Letter:

  • (a) neither Certarus nor any of the Certarus Subsidiaries is in violation of any applicable Environmental Laws in any material respect;
  • (b) each of Certarus and the Certarus Subsidiaries has operated its business and the Certarus Assets at all times, and has received, handled, used, stored, treated, shipped, transported, arranged for transport and disposed of all Hazardous Substances, in compliance with Environmental Laws in all material respects;
  • (c) there have been no Releases of Hazardous Substances, or wastes by Certarus or any of the Certarus Subsidiaries, that would be expected to result in material liability to Certarus or the Certarus Subsidiaries or that have not been fully remediated in compliance with Environmental Laws and to the knowledge of Certarus, there have been no material Releases of Hazardous Substances or wastes by third parties at any location which is or was currently or formerly owned, leased or otherwise operated by Certarus or any of the Certarus Subsidiaries that would be expected to result in material liability to Certarus or the Certarus Subsidiaries or that have not been fully remediated in compliance with Environmental Laws;

• (d) there are no pending or, to the knowledge of Certarus, threatened: (A) claims under; (B) alleged violations of or non-compliance with; or (C) Liens (other than Permitted Liens) resulting from Environmental Laws with respect to Certarus, the Certarus Subsidiaries, or any of the properties owned, leased, operated or otherwise used by Certarus or the Certarus Subsidiaries that would reasonably be expected to result in material liability to Certarus or the Certarus Subsidiaries or would require material expenditure by Certarus or the Certarus Subsidiaries to remedy; and

• (e) no written orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business of Certarus and the Certarus Subsidiaries or the Certarus Assets that would be material to the operation of the business of Certarus or any of the Certarus Subsidiaries nor has Certarus or any of the Certarus Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws, except in either case as have been fully resolved with no pending obligations.

• (27) Personal Property. Except as set forth in Section (27) of the Certarus Disclosure Letter, each of Certarus and the Certarus Subsidiaries has good and valid title to, or a valid and enforceable leasehold interest in, all material personal property owned or leased by them free and clear of any Liens other than Permitted Liens. Except as set forth in Section (27) of the Certarus Disclosure Letter, the material Tangible Personal Property required to operate Certarus and the Certarus Subsidiaries' business are in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put Certarus has conducted routine repair and maintenance to such Tangible Personal Property as is customary in Certarus' and the Certarus Subsidiaries' business, as applicable, and no maintenance or repairs are required that would materially interrupt the operations of Certarus or the Certarus Subsidiaries (as a whole) as currently conducted.

• (28) Owned Real Property. Section (28) of the Certarus Disclosure Letter sets out a complete and accurate list of all real property owned in fee simple by Certarus or the Certarus Subsidiaries as of the date hereof (collectively, the "Owned Real Property"). Certarus or the Certarus Subsidiaries, as applicable, have valid, good and marketable title to all of the Owned Real Property, free and clear of any Liens, except for Permitted Liens, and there are no outstanding options or obligations to purchase or rights of first offer, refusal or opportunity to purchase, affecting the Owned Real Properties or any portion thereof or Certarus' or the applicable Certarus Subsidiary's interest therein. Neither Certarus nor any of the Certarus Subsidiaries has granted any Person the right to lease or a contractual license to use or occupy any material portion of the Owned Real Property.

• (29) Leases. As of the date hereof, neither Certarus nor any of the Certarus Subsidiaries is a party to, or under any agreement to become a party to, any lease, license, or other possessory agreement with respect to real property that is used or to be used relating to the business of Certarus and the Certarus Subsidiaries other than the real property leases listed on Section (29) of the Certarus Disclosure Letter (the "Leases"). Section (29) of the Certarus Disclosure Letter sets out a complete and accurate list of each Lease, including any modifications thereto, and copies of all Leases and any modifications thereto have been made available to Superior. Other than Permitted Liens, and except as set forth in Section (29) of the Certarus Disclosure Letter, each Lease is in good standing, creates a good and valid leasehold estate in the properties thereby demised and is in full force and effect. With respect to each Lease, other than as set forth in Section (29) of the Certarus Disclosure Letter: (i) all rents and additional rents have been paid; (ii) no waiver, indulgence or postponement of the lessee's obligations has been granted by the lessor; (iii) there exists no event of default or event, occurrence, condition or act which, with the giving of notice,

the lapse of time or the happening of any other event or condition, would become a default under the Lease; (iv) to the knowledge of Certarus, all of the covenants to be performed by any other party under the Lease have been fully performed; and (v) there is no sublease or assignment of such Lease to allow another Person to use the applicable leased premises. Neither Certarus nor any of the Certarus Subsidiaries has received any written notice of: (A) violations of building codes or zoning ordinances or other governmental or regulatory Laws affecting the real property subject to the Leases; (B) existing, pending or threatened condemnation proceedings affecting the real property subject to the Leases; or (C) existing, pending or threatened zoning, building code or other moratorium proceedings or similar matters which could reasonably be expected to have an adverse effect on the ability to operate the real property subject to the Leases as currently operated. Neither the whole nor any material portion of any real property subject to the Leases has been damaged or destroyed by fire or other casualty.

(30) All Real Property.

• (a) The Owned Real Property and the leased real property which is subject to the Leases (collectively, the "Real Property") constitute all interests in real property currently used, occupied or held for use in connection with the business of Certarus and the Certarus Subsidiaries. All plants, buildings, structures, erections, improvements and fixtures situated on or used in connection with the Real Property are, in all material respects, in good condition, repair and proper working order, without material structural defects, and all material mechanical and other systems located thereon are in operating condition, and no condition exists requiring material repairs, alterations, or corrections (in all cases, ordinary wear and tear excepted). All of the Real Property complies in all material respects with, and is being operated and otherwise used in compliance in all material respects with, applicable Laws, covenants, conditions, restrictions, easements, licenses, Authorizations and agreements.
• (b) Certarus and the Certarus Subsidiaries have such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on the business of Certarus and the Certarus Subsidiaries from the Real Property. Copies of any surveys in respect of the Real Property which Certarus has in its possession have been made available to Superior.
• (c) All material easements, rights-of-way and other similar appurtenant interests necessary for the continued use and operation of the Real Property for the business currently operated thereon are in good standing, and Certarus and each of the Certarus Subsidiaries has performed in all material respects all of its respective obligations required to be performed by it thereunder. None of such material easements, rights-of-way or other interests requires consent of any other party to the transaction contemplated by this Agreement.

(31) Employees and Consultants.

(a) Section (31)(a) of the Certarus Disclosure Letter sets forth a complete and accurate list as of December 15, 2022 as to each Certarus Employee's and Certarus Contractor's name, job title, work location, date of hire, status as full-time, part-time or otherwise, status as a Certarus Employee or a Certarus Contractor, whether each Certarus Employee is overtime exempt or non-exempt, employing or engaging entity (if other than Certarus), annual salary or wage rates, commissions and bonuses (including targets), benefits, perquisites, vacation entitlement (including annual rate of accrual and any accrued and unused vacation days), whether each Certarus Employee is subject to a written

employment agreement, and whether each Certarus Employee is active or inactive (and if inactive, the reason for the inactive status, the start date of the inactive status, the expected return to work date).

• (b) Certarus has provided to Superior true, correct and complete copies of each of the following relating to Certarus and each Certarus Subsidiary: (i) all forms of offer letters used for existing Certarus Employees, (ii) all forms of written employment agreements used for existing Certarus Employees and current forms of severance agreements, (iii) all forms of services agreements and agreements with current Certarus Contractors and/or advisory board members, (iv) all forms of confidentiality, non-competition, nonsolicitation or inventions agreements between current and former Certarus Employees (and a true, correct and complete list of any current or former Certarus Employees not subject thereto), (v) the most current management organization chart(s), and (vi) all agreements and/or insurance policies providing for the indemnification of any officers or directors of Certarus or any Certarus Subsidiary.
• (c) Except as set forth in Section (31)(c) of the Certarus Disclosure Letter, the employment of each Certarus Employee in the United States is terminable by Certarus or a Certarus Subsidiary at will, and the employment of each such Certarus Employee can be terminated at any time for any reason without any amounts being owed to such individual other than with respect to wages (including vacation time) accrued before the termination.
• (d) Certarus has made available to Superior accurate and complete copies, as of the date of this Agreement, of all employee manuals and handbooks and material policy statements relating to the employment of the current Certarus Employees.
• (e) Except as set forth in Section (31)(e) of the Certarus Disclosure Letter, Certarus and the Certarus Subsidiaries are in compliance in all material respects with all terms and conditions of employment and all Laws respecting employment and labour, including pay equity, wages, hours of work, overtime, vacation, privacy, human rights, worker classification, employment standards, employment discrimination and harassment, labour relations, collective bargaining, workers' compensation and work safety and health and there are no outstanding claims, decisions, orders, settlements, complaints, investigations or orders under any such Laws and to the knowledge of Certarus, there is no basis at Law for such a claim, decision, order, complaint or investigation, including relating to unfair labour practices. All Certarus Employees are lawfully authorized to work in the country in which they are employed according to applicable immigration Laws.
• (f) There are no material outstanding and unresolved inspection orders, orders to comply or charges made under any occupational health and safety legislation against Certarus or any of the Certarus Subsidiaries. There have been no fatal or critical accidents involving any Certarus Employees or former Certarus Employees or any Certarus Contractors or former Certarus Contractors where, in respect thereof, Certarus or any of the Certarus Subsidiaries was in violation of any occupational health and safety legislation in any respect.
• (g) Except as set forth in Section (31)(g) of the Certarus Disclosure Letter, there have been no discrimination, harassment, sexual assault, or sexual harassment Proceedings pending or settled in the preceding three years, or to the knowledge of Certarus, discrimination, harassment, sexual assault, or sexual harassment allegations raised, brought or threatened, or settled relating to any officer or director of Certarus or any Certarus Subsidiary, and in

each case involving or relating to services provided to Certarus. The policies and practices of Certarus and the Certarus Subsidiaries comply in all material respects with all applicable Laws concerning discrimination, harassment, sexual assault or sexual harassment.

• (h) To the knowledge of Certarus, none of the current or former Certarus Contractors should be reclassified as an employee. Neither Certarus nor any Certarus Subsidiary has ever had any leased employees. Section (31)(h) of the Certarus Disclosure Letter sets forth a complete and accurate list as of the date hereof as to each Certarus Contractor's name, whether the Certarus Contractor is providing services pursuant to a written Contract (including Contracts with any consulting, temporary services or placement agency), the term of any Contract, the hourly fee of the Certarus Contractor and the annual fees paid to the Certarus Contractor for the preceding calendar year.
• (i) All amounts due or accrued due for all salary, wages, bonuses, commissions, vacation pay, holiday pay, overtime, sick days and benefits, including under Employee Plans and other similar accruals have either been paid or are accurately reflected in all material respects in the books and records of Certarus or of the Certarus Subsidiaries.
• (j) Except as disclosed in Section (31)(j) of the Certarus Disclosure Letter, there are no Certarus Change of Control Payments, golden parachutes, termination or severance payments, bonus payments, retention payments or Contracts with current or former Certarus Employees or Certarus Contractors or Employee Plans providing for cash or other compensation or benefits (including any increase thereof or acceleration of funding, vesting, payment or entitlement) upon the consummation of, or relating to, the Arrangement or any other transaction contemplated by this Agreement, including a change of control of Certarus or of any of the Certarus Subsidiaries.
• (k) Other than Contracts with officers of Certarus, there are no Contracts for the employment of, or receipt of any services from current Certarus Employees or Certarus Contractors, that provide for termination or severance payments other than pursuant to Law.
• (l) Certarus and each Certarus Subsidiary is in compliance with the Worker Adjustment Retraining Notification Act of 1988 ("WARN Act"), or any similar state, provincial or local law. In the past two years, (i) neither Certarus nor any Certarus Subsidiary has effectuated a "plant closing" (as defined in the WARN Act) or a group termination, mass termination or collective dismissal (as interpreted under applicable employment standards legislation in Canada) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of its business, (ii) there has not occurred a "mass layoff" (as defined in the WARN Act) or a group termination, mass termination or collective dismissal (as interpreted under applicable employment standards legislation) affecting any site of employment or facility of Certarus or any Certarus Subsidiary and (iii) neither Certarus nor any Certarus Subsidiary has been affected by any transaction or engaged in layoffs or employment terminations sufficient in number to trigger application of any Law similar to the WARN Act. Certarus has not caused any Certarus Employees to suffer an "employment loss" (as defined in the WARN Act) during the 90-day period immediately preceding the date hereof.

(32) Collective Agreements.

(a) Except as disclosed in Section (32)(a) of the Certarus Disclosure Letter, neither Certarus nor any of the Certarus Subsidiaries is or ever has been a party to or bound by any Collective Agreement and no negotiations with any labour union or employee association or other similar entity is currently taking place or is currently scheduled to take place. Certarus and the Certarus Subsidiaries are in material compliance with all Collective Agreements and there are no material grievances or arbitration proceedings under any of the Collective Agreements.

• (b) To the knowledge of Certarus, there is no outstanding application by any labour union or other collective bargaining representative in respect of any Certarus Employees, and no labour or other collective bargaining representative claims to or is seeking to represent any Certarus Employee and, to the knowledge of Certarus, no Certarus Employees are seeking to be represented by any labour union or other collective bargaining representative.
• (c) To the knowledge of Certarus, neither Certarus nor the Certarus Subsidiaries has engaged in any unfair labour practice. No unfair labour practice complaint, grievance or arbitration proceeding is pending or, to the knowledge of Certarus, threatened against Certarus or any of the Certarus Subsidiaries. No labour dispute, strike, slow down, work stoppage, picketing action, lockout or other job action or labour issue is, or has been within the past three years, pending or, to the knowledge of Certarus, threatened with respect Certarus Employees (including, but not limited to, as a result of being brought by any representative of any union or other representation of Certarus Employees or former Certarus Employees against or affecting Certarus or any of the Certarus Subsidiaries).

(33) Employee Plans.

• (a) Certarus has provided Superior true, correct and complete copies of: (i) all Employee Plans (or if such Employee Plan is not in written form, a true, correct and complete description of such Employee Plan), together with all material related documentation including funding, trust, insurance and investment management agreements, (ii) summary plan descriptions, employee booklets, actuarial reports, financial statements, and asset statements and (iii) any material non-routine correspondence received or submitted to any Governmental Entity within the prior three years.

• (b) Except as would not be reasonably expected to result, individually or in the aggregate, in material liability to Certarus or any of the Certarus Subsidiaries, all of the Employee Plans are and have been established, registered, qualified, funded, invested and administered in accordance with all Laws, and in accordance with their terms, the terms of the material documents that support such Employee Plans and the terms of agreements between Certarus and the Certarus Subsidiaries and Certarus Employees and Certarus Contractors (present and former) who are members of, or beneficiaries under, the Employee Plans. To the knowledge of Certarus, no fact or circumstances exists which could adversely affect the registered or qualified status of any Employee Plan.

• (c) To the knowledge of Certarus, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Employee Plan being ordered, or required to be, terminated or wound up in whole or in part, having its registration under applicable Laws refused or revoked, being placed under the administration of any trustee or receiver or Governmental Entity or being required to pay any material taxes, penalties, payments or levies under applicable Laws.

• (d) With respect to the Employee Plans: (i) all required contributions have been made or properly accrued; (ii) there have been no "prohibited transactions" (as that term is defined in Section 406 of ERISA or Section 4975 of the Code); and (iii) all material reports, returns and similar documents required to be filed with any Governmental Entity or distributed to any Employee Plan participant have been timely filed or distributed.

• (e) Neither Certarus nor any Certarus Subsidiary has, nor have any of their respective directors, officers or employees or any other "fiduciary," as such term is defined in Section 3(21) of ERISA, committed any breach of fiduciary responsibility imposed by ERISA or any other applicable Law with respect to the Employee Plans which would subject Certarus, Certarus Subsidiaries or any of their respective directors, officers or employees to liability under ERISA or any applicable Law.

• (f) Except as set forth in Section (33)(f) of the Certarus Disclosure Letter, no commitment to increase benefits under any Employee Plan or to adopt any additional Employee Plan has been made.

• (g) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has either received a determination from the United States Internal Revenue Service that it is so qualified or is the adopter of a volume submitter or master and prototype plan as to which the adopter is entitled to rely on the opinion letter issued by the United States Internal Revenue Service with respect to the qualified status of such plan under Section 401 of the Code, to the extent provided in Revenue Procedure 2017-41, and each related trust that is intended to be exempt from federal income taxation under Section 501(a) of the Code is so exempt and no fact or event has occurred since the date of such letter or letters from the United States Internal Revenue Service that would reasonably be expected adversely to affect the qualified status of any such Employee Plan or the exempt status of any such trust.

• (h) Other than routine claims for benefits, no Employee Plan is subject to any pending action, investigation, examination, claim (including claims for Taxes, interest, penalties, fines or excise taxes) or any other Proceeding initiated by any Person, and, to the knowledge of Certarus, there exists no state of facts which would reasonably be expected to give rise to any such action, investigation, examination, claim or other Proceeding

• (i) Except as set forth in Section (33)(i) of the Certarus Disclosure Letter, none of Certarus, any Certarus Subsidiary, nor any ERISA Affiliate maintains, sponsors, contributes to, has any obligation to contribute to, or has any current or potential obligation or liability under or with respect to any (i) "defined benefit plan" (as defined in Section 3(35) of ERISA) or any other plan subject to the funding requirements of Section 412 or 430 of the Code or Section 302 or Title IV of ERISA, (ii) "multiemployer plan" (as defined in Section 3(37) of ERISA), (iii) plan, program, agreement or arrangement that provides for postretirement or post-termination medical, life insurance or other similar benefits (other than health continuation coverage required by COBRA for which the covered individual pays the full cost of coverage), (iv) multiple employer plan (as described in section 413(c) of Code or Section 210 of ERISA), (v) "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA), or, (vi) "multi-employer plan" (as defined under applicable pension standards legislation), or (vii) registered pension plan.

• (j) The employee (and other applicable personnel) data respecting each Employee Plan is accurate and complete in all material respects and is sufficient for the proper administration of each Employee Plan.

• (k) Except as set forth in Section (33)(k) of the Certarus Disclosure Letter, no Employee Plan provides for retroactive charges or premium increases.

• (l) There are no participants or other individuals entitled to participate in any Employee Plan other than current or former Certarus Employees, current or former Certarus Contractors, current or former directors or officers of Certarus or the Certarus Subsidiaries, or any dependent, survivor, beneficiary or estate thereof.

• (m) Neither Certarus nor any Certarus Subsidiary has a contract, plan or commitment, whether legally binding or not, to create any additional Employee Plan, or any plan, agreement or arrangement that would be an Employee Plan if adopted, or to modify any existing Employee Plan.

(34) Insurance.

• (a) Each of Certarus and the Certarus Subsidiaries is insured by reputable third party insurers with reasonable and prudent policies appropriate for the size and nature of the business of Certarus and the Certarus Subsidiaries and the Certarus Assets.
• (b) Except as set forth in Section (34)(b) of the Certarus Disclosure Letter, each material third party insurance policy of Certarus and the Certarus Subsidiaries is in full force and effect in accordance with its terms, and neither Certarus nor any of the Certarus Subsidiaries is in material default under the terms of any such policy, and there is no claim pending under any insurance policy as to which coverage has been questioned, denied or disputed by any insurer or as to which any insurer has made any reservation of rights or refused to cover all or any material portion of such claims.
• (c) To the knowledge of Certarus, all material proceedings covered by any insurance policy of Certarus and the Certarus Subsidiaries has been properly reported to and accepted by the applicable insurer.

(35) Taxes.

• (a) Except as set forth in Section (35)(a) of the Certarus Disclosure Letter, each of Certarus and the Certarus Subsidiaries has duly and timely filed all income Tax and other material Tax Returns required to be filed by them prior to the date hereof and all such Tax Returns are complete and correct in all material respects.
• (b) Except as set forth in Section (35)(b) of the Certarus Disclosure Letter, each of Certarus and the Certarus Subsidiaries has paid on a timely basis all income Tax and other material Taxes (including all instalments on account of Taxes for the current year) which are due and payable by Certarus and the Certarus Subsidiaries (whether or not shown as payable on any Tax Returns or assessed by the appropriate Governmental Entity) other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recent Certarus Financial Statements. Certarus has provided adequate accruals in accordance with IFRS in the most recent Certarus Financial Statements for any Taxes of Certarus and the Certarus Subsidiaries for the

period covered by such financial statements that have not been paid whether or not shown as being due on any Tax Returns.

• (c) Neither Certarus nor any of the Certarus Subsidiaries is a party to any Proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of Certarus, threatened against Certarus or any of the Certarus Subsidiaries, or any of their respective assets.

• (d) Certarus is a "taxable Canadian corporation" as defined in the Tax Act.

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

• (f) There are no Liens (other than Permitted Liens) with respect to Taxes upon any of the Certarus Assets.

• (g) Except as set forth in Section (35)(g) of the Certarus Disclosure Letter, each of Certarus and the Certarus Subsidiaries has withheld or collected all amounts required by Law to be withheld or collected by it on account of Taxes and has duly and timely remitted and reported all such amounts to the appropriate Governmental Entity when required by Law to do so, including in connection with amounts paid or owing to employees, nonresidents of Canada, independent contractors, creditors, shareholders or other third parties.

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

• (i) Except as set forth in Section (35)(i) Certarus of the Certarus Disclosure Letter,Certarus has made available to Superior true, correct and complete copies of all material Tax Returns for which applicable statutory periods of limitations have not expired. Certarus has made available to Superior all written communications to or from any Governmental Entity relating to a material amount of Taxes of Certarus or the Certarus Subsidiary for which the applicable statutory periods of limitations have not expired.

• (j) Certarus and the Certarus Subsidiaries have each complied in all material respects with all registration, reporting, payment, collection and remittance requirements in respect of the goods and services tax and/or harmonized sales tax levied under the Excise Tax Act (Canada), provincial sales tax or harmonized tax legislation and any other sales and use Taxes.

• (k) Certarus and each of the Certarus Subsidiaries has properly collected and remitted, or will remit on a timely basis, all material sales, use, valued added and similar Taxes with respect to sales or leases made or services provided to its customers and has received and retained any necessary Tax exemption certificates (where exemption from sales tax is declared) or other necessary documentation for all such sales, leases or other services made.

• (l) Except as set forth in Section (35)(l) of the Certarus Disclosure Letter, neither Certarus nor any of the Certarus Subsidiaries has filed, or has been required or is currently required to file, any Tax Returns with any Governmental Entity outside of its country of incorporation, and no claims have ever been made by a Governmental Entity that Certarus is or may be subject to Tax in a jurisdiction where it does not file Tax Returns.

• (m) Since the date of the most recent interim financial report included in the Certarus Financial Statements, neither Certarus nor any of the Certarus Subsidiaries has incurred any liability, whether actual or contingent, for a material amount of Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for a material amount of Taxes, other than in the Ordinary Course.

• (n) Neither Certarus nor any of the Certarus Subsidiaries has made or incurred any material deductible outlay or material expense owing to a Person not dealing at arm's length with Certarus or such Certarus Subsidiary, the amount of which would, absent an election under paragraph 78(1)(b) of the Tax Act, be included in Certarus' or such Certarus Subsidiary's income for Canadian income tax purposes for any taxation year or other fiscal period that ends after the Effective Date under paragraph 78(1)(a) of the Tax Act or a corresponding provision of provincial Law.

• (o) There are no circumstances which exist and would result in, or which have existed and resulted in, Section 17 of the Tax Act requiring a material amount to be included in the income of Certarus or to the Certarus Subsidiaries. Neither Certarus nor any of the Certarus Subsidiaries is obligated to make any material payments or is a party to any contract under which it could be obligated to make any material payment that will not be deductible in computing its income under the Tax Act by virtue of Section 67 of the Tax Act.

• (p) Neither Certarus nor any of the Certarus Subsidiaries has either directly or indirectly transferred property to or supplied services to or acquired property or services from a Person or other taxpayer with whom it was not dealing at arm's length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of the property or services.

• (q) Each of Certarus and the Certarus Subsidiaries has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act with respect to all transactions between Certarus or the Certarus Subsidiaries and any nonresident of Canada with whom it was not dealing at arm's length for purposes of the Tax Act and there are no transactions to which subsection 247(2) or subsection 247(3) of the Tax Act may reasonably be expected to apply.

• (r) There are no circumstances existing which could result in the application of Sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Certarus or any of the Certarus Subsidiaries. Neither Certarus nor any of the Certarus Subsidiaries has claimed nor will it claim any reserve under any provision of the TaxAct or any equivalent provincial provision, if any amount could be included in the income of Certarus for any period ending after the Effective Time.

• (s) Neither Certarus nor any of the Certarus Subsidiaries is a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a material

payment or material indemnification obligation (other than customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes).

• (t) No power of attorney has been granted by or with respect to Certarus or any of the Certarus Subsidiaries with regard to any matters relating to Taxes that is currently in effect.

• (u) Neither Certarus nor any of the Certarus Subsidiaries is required to make any adjustment (nor has any Governmental Entity proposed in writing any such adjustment) pursuant to Section 481 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) for any taxable period ending after the Effective Date as a result of a change in accounting method. Neither Certarus nor any of the Certarus Subsidiaries is required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Date as a result of any (i) closing agreement as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Law) executed on or prior to the Effective Date, (ii) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non U.S. Law), (iii) installment sale or open transaction disposition made on or prior to the Effective Date, (iv) prepaid amount received on or prior to the Effective Date (v) election under Section 965(h) of the Code or (vi) interest held by Certarus in a "controlled foreign corporation" (as that term is defined in Section 957 of the Code) on or before the Effective Date pursuant to Sections 951 or 951A of the Code. Neither Certarus nor any of the Certarus Subsidiaries has any requests (or is the subject of any requests) for rulings or special Tax incentives pending with any Governmental Entity.

• (v) Neither Certarus nor any of the Certarus Subsidiaries has distributed stock or shares of another entity, and neither Certarus nor any of the Certarus Subsidiaries has had its shares or stock distributed by another entity, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code.

• (w) Neither Certarus nor any of the Certarus Subsidiaries is a party to any joint venture, partnership, Contract, or other arrangement that is treated as a partnership for Tax purposes.

• (x) Except as disclosed in Section (35)(x) of the Certarus Disclosure Letter, neither Certarus, nor any of the Certarus Subsidiaries, has (i) deferred any Taxes, (ii) taken, claimed, or applied for any Tax credit, (iii) taken out any loan, or (iv) otherwise received any financial assistance, or requested or applied for any of the foregoing, in each case under the CARES Act.

• (y) All tax credits, wage subsidies (including the Canada Emergency Wage Subsidy (CEWS)), refunds, rebates, overpayments and similar adjustments of Taxes claimed by Certarus and the Certarus Subsidiaries has been validly claimed and correctly calculated as required by applicable Laws, and each such entity has retained all documentation prescribed by applicable Laws to support such claims.

• (z) Neither Certarus nor any of the Certarus Subsidiaries is, or has been, a party to any "reportable transaction," as defined in Sections 6011, 6662A and 6707A of the Code and Treasury Regulations Section 1.6011-4(b).

• (aa) All related-party transactions involving Certarus and the Certarus Subsidiaries are at arm's length in compliance with Section 482 of the Code, the Treasury Regulations promulgated thereunder and any similar provision of state, local and foreign Law. Certarus and the Certarus Subsidiaries have maintained in all material respects all necessary documentation in connection with such related-party transactions in accordance with Sections 482 and 6662 of the Code and the Treasury Regulations promulgated thereunder.

• (ab) Certarus has filed all of its federal and provincial income Tax Returns on the basis that it is and has, at all times, been a "Canadian-controlled private corporation" for the purposes of the Tax Act. To the best of Certarus' knowledge, it is and has, at all times, been a "Canadian-controlled private corporation" for the purposes of the Tax Act.

• (ac) There is no agreement, plan, arrangement or other Contract covering any current or former Certarus Employee or other service provider of Certarus or any Certarus Subsidiaries or ERISA Affiliate to which Certarus and/or any Certarus Subsidiaries are a party or by which Certarus and/or any Certarus Subsidiaries are bound that, considered individually or considered collectively with any other such agreements, plans, arrangements or other Contracts, will, or could reasonably be expected to, in connection with the transactions and other agreements contemplated by this Agreement (whether alone or upon the occurrence of any additional or subsequent events), give rise directly or indirectly to the payment of any amount that could reasonably be expected to be nondeductible under Section 162 of the Code (or any corresponding or similar provision of state, local or foreign Tax law) or characterized as a "parachute payment" within the meaning of Section 280G of the Code (or any corresponding or similar provision of state, local or foreign Tax law). Section (35)(cc) of the Certarus Disclosure Letter lists each Person (whether U.S. or foreign) who Certarus reasonably believes is, with respect to Certarus, any Certarus Subsidiaries and/or any ERISA Affiliate, a "disqualified individual" (within the meaning of Section 280G of the Code and the regulations promulgated thereunder), as determined as of the date hereof. No stock of Certarus or any Certarus Shareholder is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G and the regulations promulgated thereunder), such that Certarus is ineligible to seek stockholder approval in a manner that complies with Section 280G(b)(5) of the Code. Neither Certarus nor any of the Certarus Subsidiaries has or ever had any obligation to report, withhold or gross up any excise Taxes under Section 280G or Section 4999 of the Code.

• (ad) Each "non-qualified deferred compensation plan" (within the meaning of Section 409A of the Code) to which Certarus or the Certarus Subsidiaries is a party complies with the requirements of paragraphs (2), (3) and (4) of Section 409A(a) by its terms and has been operated in accordance with such requirements. No event has occurred that would be treated by Section 409A(b) as a transfer of property for purposes of Section 83 of the Code. Neither Certarus nor any Certarus Subsidiary is under any obligation to gross up any Taxes under Section 409A of the Code.

• (ae) The exercise price of all Certarus Options is at least equal to the fair market value of the Certarus Shares on the date such Certarus Options were granted or repriced, and neither the Certarus nor Superior has incurred or will incur any liability or obligation to withhold taxes under Section 409A of the Code upon the vesting of any Certarus Options. All Certarus Options are with respect to "service recipient stock" (as defined under Treasury Regulation 1.409A-1(b)(5)(iii)) of the grantor thereof.

• (af) Certarus has delivered to Superior true, correct and complete copies of all election statements under Section 83(b) of the Code, together with evidence of timely filing of such election statements with the appropriate Internal Revenue Service Center, with respect to any unvested securities or other property issued by Certarus, any Certarus Subsidiary or any ERISA Affiliate to any of their respective employees, non-employee directors, consultants and other service providers. No payment to any Certarus Shareholder of any portion of the consideration to be received by the Certarus Shareholders pursuant to the Arrangement will result in compensation or other income to any Certarus Shareholder with respect to which Superior or Certarus would be required to deduct or withhold any Taxes.

• (ag) The Certarus Shares do not constitute "taxable Canadian property" for the purposes of the Tax Act.

• (ah) Neither Certarus nor any of the Certarus Subsidiaries shall have a positive low rate income pool balance for the purposes of the Tax Act in excess of $0.

• (36) Confidentiality Agreements. With respect to any Contracts that (a) have been entered into by Certarus or any of the Certarus Subsidiaries with Persons, other than Superior, regarding the confidentiality of information provided to such Persons or reviewed by such Persons with respect to any transaction in the nature described in the definition of Acquisition Proposal; (b) have not by their terms expired; (c) contained customary use of information and/or standstill provisions; and (d) did not provide for any waiver or release of such provisions other than with the consent of Certarus or a Certarus Subsidiary, as applicable, neither Certarus nor such Certarus Subsidiary, as applicable, has waived, released or amended such provisions of any such Contracts. Neither Certarus nor any of the Certarus Subsidiaries has negotiated or engaged in any discussions with respect to any transaction in the nature described in the definition of Acquisition Proposal with any Person who has not entered into a confidentiality agreement that includes customary standstill provisions.

• (37) Opinion of Financial Advisor. The Financial Advisor has delivered the Fairness Opinion to the Certarus Board.

• (38) Brokers. Except for the Contracts and the fees payable under or in connection with such engagements as set forth in Section (38) of the Certarus Disclosure Letter, as of the date hereof, no investment banker, broker, finder, financial adviser or other intermediary has been retained by or is authorized to act on behalf of Certarus or any of the Certarus Subsidiaries or is entitled to any fee, commission or other payment from Certarus or any of the Certarus Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement. True and complete copies of the agreements between Certarus and such intermediaries have been disclosed to Superior.

• (39) Board Approval. The Certarus Board, having received the Fairness Opinion and the advice of its legal advisors, has unanimously: (i)determined that the consideration to be received by the Certarus Shareholders pursuant to the Arrangement and this Agreement is fair to such holders and that the Arrangement is in the best interests of Certarus; (ii)resolved to recommend that the Certarus Shareholders vote in favour of the Arrangement Resolution; and (iii)authorized the entering into of this Agreement and the performance by Certarus of its obligations under this Agreement, and, except as expressly permitted by this Agreement, no action has been taken to amend, or supersede, such determinations, resolutions or authorizations.

• (40) Rights Plans. Certarus does not have and will not implement any shareholder rights plan or any other form of plan, agreement, Contract or instrument that will trigger any rights to acquire Certarus Shares or other securities of Certarus or rights, entitlements or privileges in favour of any Person upon the entering into of this Agreement or in connection with the Arrangement.

• (41) Money Laundering. Certarus, each Certarus Subsidiary, and its and their respective Representatives are and have been at all times in compliance in all material respects with all applicable Laws relating to anti-money laundering (collectively, "Anti-Money Laundering Laws"), including all applicable financial recordkeeping and reporting requirements. No Proceeding by or before any Governmental Entity involving Certarus or the Certarus Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Certarus, threatened, and neither Certarus nor any Certarus Subsidiary is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Anti-Money Laundering Laws. Each of Certarus and the Certarus Subsidiaries have and have had in place policies, procedures, controls and systems reasonably designed to ensure compliance with Anti-Money Laundering Laws.

• (42) Anti-Corruption. Neither Certarus nor any of the Certarus Subsidiaries nor any of its or their respective Representatives has: (a) offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any Foreign Public Official, or to any Person on behalf of a Foreign Public Official, in whole or in part, for purposes of: (i) influencing any act or decision of any Foreign Public Official in his or her official capacity; (ii) inducing such Foreign Public Official to do or omit to do any act in violation of his or her lawful duty; (iii) securing any improper advantage; or (iv) inducing such Foreign Public Official to use his or her influence with a foreign Governmental Entity or commercial enterprise owned or controlled by any foreign Governmental Entity in order to assist Certarus or any Certarus Subsidiaries or any Person related in any way to its or their, respectively, business, in obtaining or retaining business or directing any business to any Person (b)violated or is violating any provision of the United States Foreign Corrupt Practices Act of 1977, the Corruption of Foreign Public Officials Act (Canada) or any other applicable anti-bribery or anti-corruption Law of similar effect (collectively, "Anti-Corruption Laws"); (c)has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; or (d) has made or authorized any Person to make any bribe, illegal rebate, illegal payoff, influence payment, kickback or other unlawful or improper payment having the effect of commercial bribery. No Proceeding by or before any Governmental Entity involving Certarus or the Certarus Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the knowledge of Certarus, threatened, and neither Certarus nor any Certarus Subsidiary is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Anti-Corruption Laws. Each of Certarus and the Certarus Subsidiaries have and have had in place policies, procedures, controls and systems reasonably designed to ensure compliance with Anti-Corruption Laws.

• (43) Sanctions. Neither Certarus nor any of the Certarus Subsidiaries nor any of its or their respective Representatives (a) has been or is currently the subject of any economic or financial sanctions or trade embargoes imposed, authorized, administered or enforced by any Governmental Entity (including, without limitation, the Government of Canada, the Office of Foreign Assets Control of the U.S. Treasury Department (including, but not limited to, the designation as a "specially designated national or blocked Person" thereunder), the U.S. Department of State, the United Nations Security Council, the European Union, or His Majesty's Treasury of the United Kingdom or any other applicable sanctions authority) or other similar Laws (collectively "Sanctions"), (b) has been or is currently located, organized or resident in a country or territory which is itself the subject or target of comprehensive territorial Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic), and (c) is owned or controlled by any Person or Persons described in clause (a) or (b). Neither Certarus nor any of the Certarus Subsidiaries has received any notice alleging that Certarus, the Certarus Subsidiaries or any Representative of Certarus or the Certarus Subsidiaries has violated any Sanctions and, to the knowledge of Certarus, no condition or circumstances exist that would form the basis for any such allegations. Neither Certarus nor any of the Certarus Subsidiaries or its or their respective Representatives has violated or is in violation of any Sanctions, including, without limitation, for greater certainty, Sanctions that restrict oil and gas sector investments and trade in oil and gas sector equipment to certain destinations such as Russia, Iran and Syria, or is conducting or has conducted business with any Person who is the target of any Sanctions. No Proceeding by or before any Governmental Entity involving Certarus or the Certarus Subsidiaries with respect to the Sanctions is pending or, to the knowledge of Certarus, threatened, and neither Certarus nor any Certarus Subsidiary is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Sanctions.

• (44) Trade Control Laws. Certarus, each Certarus Subsidiary, and its or their respective Representatives (a) is and has been in compliance in all material respects with applicable Laws regulating the export, reexport, transfer, disclosure or provision of commodities, software, technology, all applicable import and customs Laws, and any other applicable export controls Laws (collectively, "Trade Control Laws"), and (b) timely submitted all filings, notifications and reports to each and every Governmental Entity required under Trade Control Laws for the development, design, manufacture, sale, import, export, re-export, and transfer of services, products, components, software, technology, and technical data. Except as set forth in Section (44) of the Certarus Disclosure Letter, no Proceeding by or before any Governmental Entity involving Certarus or the Certarus Subsidiaries with respect to the Trade Control Laws is pending or, to the knowledge of Certarus, threatened, and neither Certarus nor any Certarus Subsidiary is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Trade Control Laws. Each of Certarus and the Certarus Subsidiaries have and have had in place adequate policies, procedures, controls and systems reasonably designed to ensure compliance with Trade Control Laws.

(45) Privacy and Data Security.

(a) Certarus and each of the Certarus Subsidiaries have complied, and are in compliance, in all material respects with applicable Privacy Obligations.

• (b) Certarus and the Certarus Subsidiaries have implemented, maintain and comply with a privacy compliance program that is comprised of appropriate internal processes, policies and controls designed to comply with all material applicable Privacy Obligations.
• (c) Certarus and the Certarus Subsidiaries have implemented and maintain an information security program that is comprised of reasonable and appropriate organizational, physical, administrative, and technical safeguards designed to protect the security, confidentiality, integrity and availability of Certarus IT Systems, including all Sensitive Data Processed thereby, against loss, theft, unauthorized access, unauthorized disclosure or unlawful Processing, or other misuse, and that are reasonably consistent with Certarus' and the Certarus Subsidiaries' applicable Privacy Obligations. Certarus and the Certarus Subsidiaries have implemented reasonable backup and disaster recovery technology and arrangements consistent with industry practices.
• (d) Certarus and the Certarus Subsidiaries have notified individuals about whom Certarus or the Certarus Subsidiaries Process or direct the Processing of Personal Information regarding Certarus' and the Certarus Subsidiaries' Personal Information Processing activities in conformance with and if required by each applicable Privacy Obligation. Certarus' and Certarus Subsidiaries' privacy policies fully and accurately disclose how Certarus Processes Personal Information about such individuals. Complete and correct copies of all current written policies and procedures relating to the Processing and security of Sensitive Data have been made available to Superior.
• (e) Except as set forth in Section (45)(e) of the Certarus Disclosure Letter, there have not been any incidents of, or third party claims alleging, (i) Security Breaches of Personal Information in the custody or control of Certarus, Certarus Subsidiaries or any third-party service provider Processing Personal Information on behalf of Certarus or Certarus' Subsidiaries, with respect to such Personal Information, (ii) unauthorized access or unauthorized use of the Certarus IT System, or (iii) any unauthorized access to, unauthorized acquisition of, or unauthorized use of any Sensitive Data in the custody of Certarus, Certarus Subsidiaries or any third-party service provider Processing such Sensitive Data on behalf of Certarus or Certarus' Subsidiaries. Neither Certarus nor its Subsidiaries have notified in writing, or been required by any Privacy Obligation or Governmental Entity to notify in writing, any Person of any Security Breach.
• (f) Neither Certarus nor the Certarus Subsidiaries have: (i) received or been subject to any Governmental Entity order or enforcement action (including any fine or other sanction); (ii) received written notice of any claims, investigations (including investigations by a Governmental Entity), or alleged violations of Laws or other applicable Privacy Obligations; (iii) received any complaints, correspondence or other communications from or on behalf of an individual or any other person claiming a right to compensation under any applicable Privacy Obligation, or alleging any breach of any applicable Privacy Obligation with respect to Personal Information under the custody or control of Certarus or the Certarus Subsidiaries.

SCHEDULE D REPRESENTATIONS AND WARRANTIES OF SUPERIOR

• (1) Organization and Qualification. Superior is a corporation incorporated, validly existing and in good standing under the Laws of Canada and has all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. Superior and each of its Subsidiaries is qualified to carry on business and is in good standing in each jurisdiction in which the character of its properties or the nature of its activities makes such qualification necessary, except where the failure to be so qualified will not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Superior.
• (2) Corporate Authorization. Superior has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by Superior of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Superior and no other corporate proceedings on the part of Superior are necessary to authorize this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby, including the financing thereof.
• (3) Execution and Binding Obligation. This Agreement has been duly executed and delivered by Superior, and constitutes a legal, valid and binding agreement of Superior enforceable against Superior in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Laws affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
• (4) Governmental Authorization. The execution, delivery and performance by Superior of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby, including the financing thereof, do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity by Superior other than: (a) the Interim Order and any approvals required by the Interim Order; (b)the Final Order; (c)filings with the Registrar under the ABCA; (d)the Competition Act Approval; (e) the HSR Act Expiration; (f) filings with the Securities Authorities; (g) the TSX Approval; and (h) any Authorizations which, if not obtained by Superior, or any other actions by or in respect of, or filings with, or notifications to, any Governmental Entity which, if not taken or made by Superior, would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
• (5) Non-Contravention. The execution, delivery and performance by Superior of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
  • (a) contravene, conflict with, or result in any violation or breach of the Superior Constating Documents;
  • (b) assuming compliance with the matters referred to in Paragraph (4) above, contravene, conflict with or result in a violation or breach of any Law applicable to Superior or any of its property or assets; or

(c) allow any Person to exercise any rights, require any consent (not already received) or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which Superior is entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any contract, lease or other instrument, indenture, deed of trust, mortgage, bond or any Authorization to which Superior or any of its Subsidiaries is a party or by which Superior or any of its Subsidiaries is bound;

except, in the case of each of clauses (b) and (c), as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect in respect of Superior.

(6) Securities Laws Matters. Superior is a "reporting issuer" under Securities Laws in each of the provinces and territories of Canada. The Superior Shares are listed and posted for trading on the TSX. Superior is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX. Superior has not taken any action to cease to be a reporting issuer in any province of Canada nor has Superior received notification from any Securities Authority seeking to revoke the reporting issuer status of Superior. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of Superior is pending, in effect, or to the knowledge of Superior, has been threatened, or is expected to be implemented or undertaken, and to Superior's knowledge, Superior is not subject to any formal or informal review, enquiry, investigation or other proceeding relating to any such order or restriction. The Superior Filings complied as filed in all material respects with Law and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such filing), contain any Misrepresentation. Superior has not filed any confidential material change report (which at the date of this Agreement remains confidential) or any other confidential filings (including redacted filings) filed to or furnished with, as applicable, any Securities Authority. To the knowledge of Superior, there are no outstanding or unresolved comments in comments letters from any Securities Authority with respect to any of the Superior Filings and neither Superior nor any of the Superior Filings is subject of an ongoing audit, review, comment or investigation by any Securities Authority or the TSX.

(7) Consideration Shares.

• (a) The authorized capital of Superior is set forth in the Superior Filings. As of the date of this Agreement, there are 200,717,445 Superior Shares issued and outstanding. The Superior Shares to be issued pursuant to the Arrangement as part of the Share Consideration, upon issuance, will be validly issued as fully paid and nonassessable common shares in the capital of Superior, will be listed for trading on the TSX (subject only to Superior providing the TSX such required documentation and confirmations as is customary in the circumstances).
• (b) The Superior Shares to be issued pursuant to the Arrangement as part of the Share Consideration will not be subject to any resale restrictions under Securities Laws (other than, in the case of Securities Laws, as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 - Resale of Securities, and other than, in the case of U.S. Securities Laws, as applicable to affiliates of Superior), and, except under Laws and as contemplated in the Voting Agreements, will not be subject to any contractual or other restrictions on transferability or voting. The issuance of Superior Shares to be issued pursuant to the Arrangement as part of the Share Consideration and in

accordance with the Plan of Arrangement and the Section3(a)(10) Exemption is not subject to the registration requirements of the U.S. Securities Act.

• (8) Exchangeable Preferred Shares. To the knowledge of Superior, as of the date of the Arrangement, there are 260,000 shares of Series 1 Preferred Stock of Superior's Delaware Subsidiary Superior Plus U.S. Holdings Inc. ("Exchangeable Preferred Shares") issued and outstanding. The Superior Filings provide an accurate and complete description of all material facts relating to the Exchangeable Preferred Shares.
• (9) Financial Statements. The Superior Financial Statements were: (i) prepared in accordance with IFRS; (ii) fairly present in all material respects, the assets, liabilities, consolidated financial position, results of operations and cash flows of Superior and its Subsidiaries as of their respective dates and the financial position, results of operations and cash flows of Superior and its Subsidiaries on a consolidated basis for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements); and (iii) comply as to form in all material respects with applicable accounting requirements in Canada. There are no, nor are there any commitments to become a party to, any material offbalance sheet transaction, arrangement, obligation (including contingent obligations) or other relationship of Superior or of any of its Subsidiaries with unconsolidated entities or other Persons.

(10) Internal Control over Financial Reporting.

• (a) Superior has established and maintains a system of internal control over financial reporting that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

• (b) To the knowledge of Superior, as of the date of this Agreement, there is no material weakness (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees who have a significant role in the internal control over financial reporting of Superior. To the knowledge of Superior, none of Superior, any of its Subsidiaries, any director, officer, auditor, accountant or representative of Superior or any of its Subsidiaries has received or otherwise obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any material complaint, allegation, assertion, or claim that Superior or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

• (11) Auditors. The auditors of Superior are independent public accountants as required by applicable Laws and there is not now, and there has never been, any reportable event (as defined in National Instrument 51-102 - Continuous Disclosure Obligations) with the present or any former auditors of Superior during the last two years.

• (12) Absence of Certain Changes or Events. Since January 1, 2022 to the date of this Agreement, other than the transactions contemplated in this Agreement or as set forth in the Superior Filings, there has not occurred a Material Adverse Effect in respect of Superior.

• (13) Compliance with Laws. Superior and each of its Subsidiaries is, and has been, in compliance in all material respects with except for any noncompliance that has been fully resolved or would not be reasonably expected to have a Material Adverse Effect. Neither Superior nor any of its Subsidiaries or, to the knowledge of Superior, their respective officers or directors has been convicted of any crime or is under any investigation with respect to, has been charged or, to the knowledge of Superior, threatened to be charged with, or has received notice of, any violation or potential violation of, any Laws or disqualification by a Governmental Entity, except for violations that have not or would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

• (14) Litigation. Other than as set forth or contemplated in Superior Filings, there are no Proceedings pending, or, to the knowledge of Superior, threatened in writing, against or involving Superior or any of its Subsidiaries by or before any Governmental Entity nor is Superior or any of its Subsidiaries subject to any outstanding judgment, order, writ, injunction or decree that if determined adverse to the interests of Superior or its Subsidiaries would: (a) have, individually or in the aggregate, a Material Adverse Effect; or (b) be reasonably expected to prevent or delay the consummation of the Arrangement or the transactions contemplated hereby.

• (15) Investment Canada Act. Superior is not a non-Canadian within the meaning of Investment Canada Act (Canada).

• (16) Security Ownership. None of Superior, its Subsidiaries or any other Person acting jointly or in concert with any of them, beneficially owns or controls as of the date hereof any Certarus Shares or any securities that are convertible into or exchangeable or exercisable for Certarus Shares.

• (17) Financing. Superior will have at the Effective Time sufficient funds available to satisfy the aggregate Cash Consideration payable by Superior pursuant to the Arrangement in accordance with the terms of this Agreement and the Plan of Arrangement and to satisfy all other obligations payable by Superior pursuant to this Agreement and the Arrangement.

• (18) Money Laundering. Superior and each of its Subsidiaries and its and their respective representatives are and have been at all times in compliance with all Anti-Money Laundering Laws, including all applicable financial recordkeeping and reporting requirements. No Proceeding by or before any Governmental Entity involving Superior or its Subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Superior, threatened, and neither Superior nor any of its Subsidiaries is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Anti-Money Laundering Laws. Each of Superior and its Subsidiaries have and have had in place policies, procedures, controls and systems reasonably designed to ensure compliance with Anti-Money Laundering Laws.

• (19) Anti-Corruption. Neither Superior nor any of its Subsidiaries nor any of its or their respective representatives has: (a) offered, paid, given, promised to pay or give, or authorized the payment or gift of anything of value, directly or indirectly, to any Foreign Public Official, or to any Person on behalf of a Foreign Public Official, in whole or in part, for purposes of: (i) influencing any act or decision of any Foreign Public Official in his or her official capacity; (ii) inducing such Foreign Public Official to do or omit to do any act in violation of his or her lawful duty; (iii) securing any improper advantage, or (iv) inducing such Foreign Public Official to use his or her influence with a foreign Governmental Entity or commercial enterprise owned or controlled by any foreign Governmental Entity in order to assist Superior or any of its Subsidiaries or any

Person related in any way to its or their, respectively, business, in obtaining or retaining business or directing any business to any Person (b)violated or is violating any provision of Anti-Corruption Laws; (c)has established or maintained, or is maintaining, any illegal fund of corporate monies or other properties; or (d) has made or authorized any Person to make any bribe, illegal rebate, illegal payoff, influence payment, kickback or other unlawful or improper payment having the effect of commercial bribery. No Proceeding by or before any Governmental Entity involving Superior or its Subsidiaries with respect to the Anti-Corruption Laws is pending or, to the knowledge of Superior, threatened, and neither Superior nor any of its Subsidiaries is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Anti-Corruption Laws. Each of Superior and its Subsidiaries have and have had in place policies, procedures, controls and systems reasonably designed to ensure compliance with Anti-Corruption Laws.

• (20) Sanctions. Neither Superior nor any of its Subsidiaries nor any of its or their respective representatives (a) has been or is currently the subject of any Sanctions, (b) has been or is currently located, organized or resident in a country or territory which is itself the subject or target of comprehensive territorial Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Syria, the so-called Donetsk People's Republic, and the so-called Luhansk People's Republic), and (c) is owned or controlled by any Person or Persons described in clause (a) or (b). Neither Superior nor any of its Subsidiaries has received any notice alleging that Superior, its Subsidiaries or any representative of Superior or its Subsidiaries has violated any Sanctions and, to the knowledge of Superior, no condition or circumstances exist that would form the basis for any such allegations. Neither Superior nor any of its Subsidiaries or its or their respective representatives has violated or is in violation of any Sanctions, including, without limitation, for greater certainty, Sanctions that restrict oil and gas sector investments and trade in oil and gas sector equipment to certain destinations such as Russia, Iran and Syria, or is conducting or has conducted business with any Person who is the target of any Sanctions. No Proceeding by or before any Governmental Entity involving Superior or its Subsidiaries with respect to the Sanctions is pending or, to the knowledge of Superior, threatened, and neither Superior nor any of its Subsidiary is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Sanctions.
• (21) Trade Control Laws. Superior and each of its Subsidiaries, and its or their respective representatives (a) is and has been in full compliance with Trade Control Laws, and (b) timely submitted all filings, notifications and reports to each and every Governmental Entity required under Trade Control Laws for the development, design, manufacture, sale, import, export, reexport, and transfer of services, products, components, software, technology, and technical data. No Proceeding by or before any Governmental Entity involving Superior or its Subsidiaries with respect to the Trade Control Laws is pending or, to the knowledge of Superior, threatened, and neither Superior nor any of its Subsidiaries is aware of any reason to or intends to make any disclosure (voluntary or otherwise) to any Governmental Entity with respect to any violation, potential violation, or liability arising under or relating to any Trade Control Laws. Each of Superior and its Subsidiaries have and have had in place adequate policies, procedures, controls and systems reasonably designed to ensure compliance with Trade Control Laws.

(22) Taxes.

• (a) Each of Superior and its Subsidiaries has timely filed all material Tax Returns required to be filed by them and all such Tax Returns are complete and correct in all material respects.

• (b) Each of Superior and its Subsidiaries has paid or caused to be paid on a timely basis all material Taxes (including all instalments on account of Taxes for the current year) which are due and payable (whether or not shown as payable on any Tax Returns or assessed by the appropriate Governmental Entity), other than those which are being or have been contested in good faith and in respect of which reserves have been provided in the most recent Superior Financial Statements.

• (c) Except as disclosed in Section (22)(c) of the Superior Disclosure Letter, neither Superior nor any of its Subsidiaries is a party to any Proceeding for assessment or collection of a material amount of Taxes and no such event has been asserted or, to the knowledge of Superior, threatened against Superior or any of its Subsidiaries, or any of their respective assets.

• (d) Superior is a "taxable Canadian corporation" as defined in the Tax Act.

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

• (f) There are no material Liens (other than Liens which are not due or delinquent or that are being contested in good faith and have been adequately reserved on the Superior Financial Statements in accordance with IFRS) with respect to Taxes upon any of the assets of Superior or its Subsidiaries.

• (g) Each of Superior and its Subsidiaries has withheld or collected all material amounts required by Law to be withheld or collected by it on account of Taxes and has duly and timely remitted all such amounts to the appropriate Governmental Entity when required by Law to do so, including in connection with amounts paid or owing to employees, nonresidents of Canada, independent contractors, creditors, shareholders or other third parties.

• (h) Except as disclosed in Section (22)(h) of the Superior Disclosure Letter, there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of a material amount of Taxes due from Superior or any of its Subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.

• (i) Neither Superior nor any of its Subsidiaries has filed or has been required or is currently required to file, any Tax Returns with any Governmental Entity outside of its country of incorporation, and no claims have ever been made by a Governmental Entity that Superior or any of its Subsidiaries is or may be subject to Tax in a jurisdiction where it does not file Tax Returns.

• (j) Since the date of the most recent interim financial report included in the Superior Financial Statements, neither Superior nor any of its Subsidiaries has incurred any liability, whether actual or contingent, for a material amount of Taxes or engaged in any transaction or event that would result in any liability, whether actual or contingent, for a material amount of Taxes, other than in the Ordinary Course.

• (k) Neither Superior nor any of its Subsidiaries has made or incurred any material deductible outlay or material expense owing to a Person not dealing at arm's length with Superior or such Superior Subsidiary, the amount of which would, absent an election under paragraph 78(1)(b) of the Tax Act, be included in Superior's or such Superior Subsidiary's income for Canadian income tax purposes for any taxation year or other fiscal period that ends after the Effective Date under paragraph 78(1)(a) of the Tax Act or a corresponding provision of provincial Law.

• (l) There are no circumstances which exist and would result in, or which have existed and resulted in, Section 17 of the Tax Act requiring a material amount to be included in the income of Superior or to its Subsidiaries. Neither Superior nor any of its Subsidiaries is obligated to make any material payments or is a party to any contract under which it could be obligated to make any material payment that will not be deductible in computing its income under the Tax Act by virtue of Section 67 of the Tax Act.

• (m) Neither Superior nor any of its Subsidiaries has either directly or indirectly transferred property to or supplied services to or acquired property or services from a Person or other taxpayer with whom it was not dealing at arm's length (for the purposes of the Tax Act) for consideration other than consideration equal to the fair market value of the property or services at the time of the transfer, supply or acquisition of the property or services.

• (n) Each of Superior and its Subsidiaries has made or obtained records or documents that meet the requirements of paragraphs247(4)(a)to(c) of the TaxAct with respect to all transactions between Superior or its Subsidiaries and any non-resident of Canada with whom it was not dealing at arm's length for purposes of the TaxAct and there are no material transactions to which subsection 247(2) or subsection 247(3) of the Tax Act may reasonably be expected to apply.

• (o) There are no circumstances existing which could result in the application of Sections 80 to 80.04 of the Tax Act, or any equivalent provision under provincial Law, to Superior or any of its Subsidiaries. Neither Superior nor any of its Subsidiaries has claimed nor will it claim any reserve under any provision of the TaxAct or any equivalent provincial provision, if any amount could be included in the income of Superior or any Superior Subsidiary for any period ending after the Effective Time.

• (p) Neither Superior nor any of its Subsidiaries is a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a material payment or material indemnification obligation (other than customary Tax indemnification provisions in commercial Contracts not primarily relating to Taxes).

• (q) Except as disclosed in Section (22)(q) of the Superior Disclosure Letter, no power of attorney has been granted by or with respect to Superior or any of its Subsidiaries with regard to any matters relating to Taxes that is currently in effect.

• (23) Brokers. Except for Persons, if any, whose fees and expenses will be paid by Superior, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of Superior or any of its Subsidiaries or any of their respective Representatives or is entitled to any fee, commission or other payment from Superior or any of its Subsidiaries in connection with this Agreement or any other transaction contemplated by this Agreement based upon arrangements made by or on behalf of Superior or any of its Subsidiaries.

• (24) Debt Financing. Prior to the execution and delivery of this Agreement, Superior has delivered to Certarus true and complete, fully executed copies of all commitment letters and related documentation in place as of the date hereof in respect of the Debt Financing, other than the redactions indicated therein and fee letters related thereto (the "Debt Financing Documents"). As of the date hereof, there are no other agreements, side letters or arrangements that would permit the parties to the Debt Financing Documents to reduce the amount of the Debt Financing or that could otherwise adversely condition the availability of the Debt Financing. The Debt Financing Documents contain all of the conditions precedent to the obligations of the parties thereunder to make the Debt Financing available in accordance with the terms set out therein. As of the date hereof, the Debt Financing Documents are in full force and effect and each has not been amended, restated, modified, withdrawn or terminated.