Theralase Technologies Inc. — M&A Activity 2025

Feb 13, 2025

February 6, 2025

16728421 Canada Inc.
1700 Summit Lake Drive
Tallahassee, FL 32317

Dear Sirs/Madams:

Re: Voting Support Agreement

The undersigned understands that 16728421 Canada Inc. (the "Purchaser") and Converge Technology Solutions Corp. (the "Company") wish to enter into an arrangement agreement dated on or about the date hereof (the "Arrangement Agreement") contemplating an arrangement (the "Arrangement") of the Company pursuant to Section 192 of the Canada Business Corporations Act, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares in the capital of the Company (the "Common Shares"). The undersigned is, directly or indirectly, the registered and/or beneficial owner of the securities in the capital of the Company set forth on Schedule "A" hereto (together with any additional securities in the capital of the Company which the undersigned may, directly or indirectly, own or acquire registered and/or beneficial ownership of, or control or direction over, on or after the date hereof (including, without limitation, any securities issued upon exercise of options to purchase Common Shares or upon settlement of restricted share units or deferred share units), the "Holder Securities"). Terms used but not defined herein have the meanings given to such terms in the Arrangement Agreement.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), hereby agrees and covenants in the undersigned's capacity as a securityholder and not in the undersigned's capacity as a director and/or officer of the Company, from the date hereof until the date the Arrangement Agreement is terminated in accordance with its terms:

(1) at any meeting of the Company to be held to consider the Arrangement or any of the other transactions contemplated by the Arrangement Agreement (including the Company Meeting), to vote or to cause to be voted the Holder Securities in favour of the approval, consent, ratification and adoption of the Arrangement, including the Arrangement Resolution, and any other matter necessary for the consummation of the Arrangement and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement) and any proposal to adjourn or postpone the Company Meeting if such adjournment or postponement is proposed pursuant to and in compliance with the provisions of the Arrangement Agreement;

(2) no later than ten (10) Business Days prior to the date of the Company Meeting, to deliver or to cause to be delivered to the Company or its transfer agent in accordance with the instructions to be set out in the management information circular in connection with such meeting, with a copy or other evidence of deposit to the Purchaser concurrently, duly executed proxies or voting information forms directing all of the Holder Securities to be voted in favour of the Arrangement, including the Arrangement Resolution and any other matter necessary for the consummation of the Arrangement and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement);

(3) not to exercise any rights to dissent or similar rights in respect of any resolution approving the Arrangement;

(4) except in the undersigned's capacity as a director and/or officer of the Company to the extent permitted by the Arrangement Agreement, not to take any action which may in any way adversely affect the consummation of the Arrangement; and

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(5) prior to the Company Meeting, not to, directly or indirectly, other than as contemplated by, and in accordance with the terms of, this letter agreement or the Arrangement Agreement, (a) sell, transfer, pledge, assign, distribute, offer, exchange, gift, dispose of, encumber, grant a security interest in, hypothecate, appoint, encumber or otherwise convey or dispose of ("Transfer") or agree, undertake or otherwise commit to Transfer, any Holder Securities or any interest therein, (b) enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Holder Securities, or any right or interest therein (legal or equitable), to any Person or group of Persons, (c) enter into any Contract, option or other arrangement or undertaking with respect to the Transfer of any Holder Securities, or (d) agree to do any of the foregoing or take any action that would reasonably be expected to restrict or otherwise adversely affect the undersigned's legal power, authority and right to comply with and perform its covenants and obligations under this letter agreement, in each case, without the Purchaser's prior written consent.

In addition, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially) (collectively, the "Covenantors"), hereby agrees and covenants that, from and after the date hereof and for a period of twenty-four (24) months following the Effective Date (or until the Arrangement Agreement is terminated in accordance with its terms), the Covenantors and any Person that any Covenantor controls, directly or indirectly (each, a "Controlled Specified Shareholder"):

(1) will not acquire any shares, partnership interests, loans, indebtedness or any other forms of securities in any Prohibited Investment Entity (as defined below), including options to acquire and securities convertible into, or exchangeable or exercisable for, any of the foregoing, other than

(a) the Holder Securities, any equity incentives that may be granted under the ESPP or LTIP, and any Holder Securities acquired from, or securities issued by a Controlled Specified Shareholder to, the undersigned or an affiliate of the undersigned, and
(b) any equity incentives that may be granted to the undersigned by a Prohibited Investment Entity, or any of their respective affiliates, on or after the Effective Date relating to the undersigned's employment or directorship and any securities acquired upon the exercise, exchange, surrender or termination of any such equity incentives)

(all such property, "Prohibited Investments"), and for this purpose, a "Prohibited Investment Entity" means the entities set forth on Schedule "B" hereto, or any other entity that, to the knowledge of the undersigned at the time of purchase (including if written notice to such effect has been provided by the Parent), derives more than 10% of its value from the Purchaser or the Company; and

(2) will not cause, direct or provide consent to any corporation of which the undersigned or a Controlled Specified Shareholder is a "specified shareholder" for purposes of subparagraph 88(1)(c)(vi) of the Tax Act to acquire any Prohibited Investments;

in each case, other than as a result of (A) the ownership, purchase or acquisition of an interest in an investment fund, index replicating fund, broad-based mutual fund, exchange-traded fund or similar investment vehicle which the undersigned or a Controlled Specified Shareholder does not control, (B) the death or involuntary wind-up or dissolution, as applicable, of any Person, (C) a distribution from an estate or in connection with the application or proceeding under any Law concerning community of property or any similar regime, (D) any distribution made by MIS Topco, L.P. (the "Parent"), the Purchaser or any of their respective affiliates to or for the benefit of its shareholders, members or equity-holders, as the case may be, or (E) a transaction to which the Parent, the Purchaser or any of their respective affiliates is a party and pursuant to which the consideration includes Prohibited Investments (collectively, the "Prohibited Investments Covenants").

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The undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), hereby represents and warrants that: (a) the undersigned is (and until the Company Meeting will be) the sole registered and/or beneficial owner of the Holder Securities, with good and marketable title thereto free of any and all Liens and demands of any nature or kind whatsoever, and the undersigned has the sole right to vote and sell (in the case of transferable Holder Securities) all of the Holder Securities; (b) other than pursuant to the Arrangement Agreement, no Person has any agreement or option, or any right or privilege (whether by Law, preemptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the undersigned of any of the Holder Securities or any interest therein or right thereto; (c) the only securities of the Company (other than cash-settled incentive securities) beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Holder Securities; (d) the Holder Securities are not subject to any power of attorney, voting trust, proxy or similar Contract affecting the ability to vote the Holder Securities (other than pursuant to this letter agreement); (e) the undersigned has the legal capacity to execute and deliver this letter agreement and to perform the obligations hereunder; and (f) this letter agreement has been duly executed and delivered by the undersigned, and constitutes a legal, valid and binding agreement enforceable against the undersigned, in accordance with its terms, and the performance by the undersigned of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with, any contract, commitment, agreement, understanding or arrangement of any kind to which the undersigned will be a party and by which the undersigned will be bound at the time of such performance, subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies.

The undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), hereby irrevocably consents to (a) details of this letter agreement being set out in any information circular and court documents produced by the Purchaser, the Company or any of their respective affiliates in connection with the transactions contemplated by this letter agreement and the Arrangement Agreement, and (b) this letter agreement being made publicly available on SEDAR+.

Notwithstanding any other provision of this letter agreement, it is acknowledged and agreed that the undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), is bound hereunder solely in the undersigned's capacity as a securityholder of the Company and that the provisions hereof shall not be deemed or interpreted to bind the undersigned in his or her capacity as a director and/or officer of the Company, or restrict the undersigned in such capacities, as applicable, from taking any actions necessary to discharge his or her fiduciary duties or other legal obligations as a director and/or officer or that are otherwise expressly permitted by the Arrangement Agreement.

It is acknowledged and agreed that the undersigned is executing this letter agreement solely in the undersigned's capacity as a securityholder of the Company and nothing shall in any way limit or affect any actions taken by the undersigned or Representatives of the undersigned in their capacity as a director and/or officer of the Company, including any limitation or restriction in the exercise of their fiduciary duties as a director of the Company or other legal obligation to act in the best interests of the Company. It is acknowledged and agreed that the undersigned, solely in their capacity as a director and/or officer of the Company, may vote, make or approve any public statements, and/or respond in favour of a Superior Proposal in respect of the Company, or provide information to a party making the Superior Proposal, as contemplated in, and subject to the terms and conditions of, the Arrangement Agreement, and any such vote, public statement, response and/or provision of information shall not be a violation of this letter agreement.

This letter agreement shall terminate and be of no further force or effect only upon the earliest of: (a) written agreement of the undersigned and the Purchaser; (b) the termination of the Arrangement Agreement in accordance with its terms; and (c) the Effective Time, provided, that, the Prohibited Investments Covenants shall survive any termination of this letter agreement as a result of the occurrence of the Effective Time.

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The undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), irrevocably and unconditionally agrees that the treatment of the options, restricted share units and deferred share units under the Arrangement is approved and consented to.

The undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), agrees to do all further things as may be reasonably required to give effect to the provisions and intent of this letter agreement, and will provide such further documents or instruments as may be reasonably necessary or desirable to effect the purpose of this letter agreement and carry out its provisions.

This letter agreement shall be governed by the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

Time is of the essence in the performance of the obligations of the undersigned.

The parties hereby agree that irreparable damage may occur in the event that any provision of this letter agreement was not performed in accordance with its specific terms or was otherwise breached, and that monetary damages or other legal remedies may not be an adequate remedy for any such damages. Accordingly, the parties acknowledge and hereby agree that in the event of any breach or threatened breach by the undersigned of any of its covenants or obligations set forth in this letter agreement, the Purchaser shall be entitled to seek an injunction or injunctions and to specifically enforce the terms and provisions of this letter agreement.

The undersigned, on behalf of the undersigned and the undersigned's affiliates that hold any Holder Securities (whether of record and/or beneficially), acknowledges that the undersigned has been afforded the opportunity to obtain independent legal advice and confirms by the execution of this letter agreement that the undersigned has either done so or waived its right to do so in connection with the entering into of this letter agreement.

This letter agreement may be executed in any number of counterparts 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 letter agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement.

If the foregoing is in accordance with the Purchaser's understanding and is agreed to by the Purchaser, please signify the Purchaser's acceptance by executing this letter agreement where indicated below and returning the same to the undersigned, upon which this letter agreement as so accepted shall constitute an agreement between the parties.

Yours truly,

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(signed) John Teltsch

Name: John Teltsch

Accepted and agreed on February 6, 2025.

16728421 CANADA INC.

Per: (signed) Jeff Dobbelaere

Name: Jeff Dobbelaere

Title: Chief Executive Officer and President

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Schedule “A”

Holder Securities

Name of Registered Holder	Number of Common Shares	Number of Options	Number of Restricted Share Units	Number of Deferred Share Units
John Teltsch	156,176	1,000,000	N/A	N/A

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Schedule "B"
Prohibited Investment Entities

MIS Management Holdings, LLC
MIS Topco, L.P.
MIS Parent, LLC
MIS Intermediate, LLC
MIS Acquisition, LLC
Mainline Information Systems, LLC
MIS (US) Group Holdings, LLC
16728421 Canada Inc.
Converge Technology Solutions Corp.