Thunderbird Entertainment Group — Board/Management Information 2023

Nov 17, 2023

AMENDED AND RESTATED COOPERATION AGREEMENT

This amended and restated cooperation agreement (this "Agreement") is made as of November 10, 2023, by and among Thunderbird Entertainment Group Inc., a company organized under the laws of British Columbia, Canada (the "Company"), Voss Value Master Fund, L.P., a Cayman Islands limited partnership, Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership, Voss Advisors GP, LLC, a Texas limited liability company and Voss Capital, LLC, a Texas limited liability company (collectively, "Voss") and Taylor Henderson, a representative and employee of Voss (the "New Voss Nominee").

RECITALS

WHEREAS, the Company and Voss are party to that certain cooperation agreement, dated as of January 19, 2023, as amended January 27, 2023 (the "Existing Cooperation Agreement"), and the Company, Voss Capital, LLC and the New Voss Nominee are party to that certain Observer Agreement dated as of January 19, 2023 (the "Existing Observer Agreement");

AND WHEREAS the Company and Voss wish to add the New Voss Nominee as a party and amend and restate the Existing Cooperation Agreement on the terms and subject to the conditions set out herein; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises, representations, warranties and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Existing Agreements

• (a) Amended and Restated Agreement. Pursuant to Section 14(c) of the Existing Cooperation Agreement, effective and contingent upon execution of this Agreement (such date of execution being the "Effective Date"), the Existing Cooperation Agreement is hereby amended and restated in its entirety to read as set forth in this Agreement, and the Company, Voss and the New Voss Nominee shall be bound by the provisions hereof as the sole agreement of the parties with respect to the subject matter hereof.
• (b) Observer Status. Notwithstanding the execution of this Agreement, the parties hereby acknowledge and confirm:
  • (i) The New Voss Nominee shall continue in his capacity as a non-voting observer (the "Observer") to the Board of Directors of the Company (the "Board") until the conclusion of the 2023 Annual Meeting (as defined below), subject to the terms and conditions of the Existing Observer Agreement.
  • (ii) The Company agrees that the Observer will continue to receive, on a confidential and restricted basis, copies of all documents distributed to the Board, including, without limitation, notice of all meetings of the Board and

the strategic advisory committee of the Board (the "Advisory Committee"), all written consents executed by the Board, all materials prepared for consideration at any meeting of the Board or the Advisory Committee and all minutes related to each meeting of the Board or Advisory Committee occurring on or after the date hereof contemporaneous with their distribution to the Board or the Advisory Committee, provided that the Company will be entitled to withhold any information and exclude the Observer from any Board or Advisory Committee meeting, or any portion thereof, as is reasonably determined by the Company, upon advice of its counsel, to be necessary (A) to protect the Company's solicitor-client privilege or solicitor work product privilege; (B) to avoid a conflict of interest; (C) to comply with any Legal Requirement (as defined below); or (D) to facilitate a meeting of the independent directors without invited guests upon the reasonable request of the Lead Independent Director; provided that no binding actions are taken or submitted to the Board at any such meetings under this clause (D). For greater certainty, the Observer will continue to have the right to attend and participate in discussions, but shall not be entitled to vote on any matter submitted to the Board or any of its committees nor to offer any motions or resolutions to the Board or such committees, at all meetings of the Board and the Advisory Committee of the Board prior to the conclusion of the 2023 Annual Meeting (whether such meetings are held in person, telephonically or otherwise).

2. Board Composition and Related Matters.

(a) 2023 Annual Meeting.

• (i) The parties hereby acknowledge and confirm that the annual and special meeting of shareholders for the year ended June 30, 2023 has been called by the Company and is scheduled for December 14, 2023 (the "2023 Annual Meeting"). The Company shall convene and hold the 2023 Annual Meeting on such date and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the 2023 Annual Meeting without the prior written consent of Voss (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as required for quorum purposes, (ii) as required by law, or (iii) if duly adopted and approved by the shareholders at the 2023 Annual Meeting upon a motion duly made and seconded by one or more shareholders.
• (ii) The Board and any applicable committees of the Board shall take all necessary actions to:
  • (A) include a proposal on the agenda for the 2023 Annual Meeting that the size of Board be set at six (6) directors (the "Board Size Proposal"). The Company further agrees to recommend and solicit proxies for the approval of the Board Size Proposal at the 2023

Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company would recommend other Companysponsored proposals; and

• (B) nominate and solicit for the election of a slate of six (6) directors at the 2023 Annual Meeting, consisting of (i) the New Voss Nominee, (ii) Asha Daniere and Lisa Coulman (the "Independent Nominees"), and (iii) Azim Jamal, Jerome Levy, and Jennifer Twiner McCarron, each for a term lasting until the 2024 Annual Meeting (as defined below).
• (iii) As a condition to the New Voss Nominee's (and any Successor Directors' (as defined below)) election to the Board, the New Voss Nominee will provide any information the Company reasonably requests, including information required to be disclosed in a management circular or other filing under applicable law, stock exchange rules or listing standards, and other criteria applicable to directors or satisfying compliance or legal obligations, to the extent, in each case, consistent with the information required by the Company in accordance with past practice with respect to other members of the Board.
• (iv) The New Voss Nominee hereby consents to serve as a director of the Company and confirms that he meets all statutory and stock exchange requirements for membership on the Board.
• (v) Upon the New Voss Nominee's election to the Board and except as expressly set forth herein, the New Voss Nominee shall receive the same benefits of director and officer insurance and any indemnity and exculpation arrangements available generally to the non-executive directors of the Board and shall be required to comply with all policies, procedures, processes, codes, rules, standards and guidelines applicable to all directors of the Company.
• (vi) Notwithstanding any other provision of this Agreement to the contrary, the New Voss Nominee and Voss each hereby waives any right to and confirms that the New Voss Nominee shall not be entitled to receive any compensation, options, or other equity awards that may be granted to any other director from time-to-time by the Company as compensation for services rendered as a member of the Board.
• (vii) Promptly following the New Voss Nominee's appointment to the Board, the Board shall take all necessary actions to appoint the New Voss Nominee to the Advisory Committee. Each of the New Voss Nominee and the Additional Director (as defined below) shall be eligible for membership on all current committees and any new committee(s) of the Board formed after the 2023 Annual Meeting for which they satisfy the applicable independence requirements.

(b) Additional Director Nomination.

• (i) Promptly following execution of this Agreement, and in no event later than January 15, 2024, Voss and the Company shall work together in good faith to identify a mutually agreeable new director who (A) is a Canadian citizen resident in Canada, (B) satisfies the Nominee Independence Requirements and is unaffiliated with each of the Company and Voss, and (C) is willing and consents to serve as a director, for appointment to the Board (the "Additional Director" and together with the New Voss Nominee, the "New Directors").
• (ii) The Company shall have the opportunity to conduct its customary governance and interview process with respect to the Additional Director, and Voss and the Company shall cooperate to obtain any required information regarding the Additional Director, including information required to be disclosed in a management circular or other filing under applicable law, stock exchange rules or listing standards, information in connection with assessing eligibility, independence and other criteria applicable to directors or satisfying compliance or legal obligations, to the extent, in each case, consistent with the information required by the Company in accordance with past practice with respect to other members of the Board.
• (iii) Promptly following the conclusion of the 2023 Annual Meeting, and in any event, no later than 15 business days following the identification of the eligible Additional Director, the Company will take all actions necessary to, in accordance with the Company's constating documents and the Business Corporations Act (British Columbia), appoint the Additional Director for a term lasting until the 2024 Annual Meeting (such date on which the appointment occurs, the "Expansion Date").

(c) 2024 Annual Meeting.

• (i) The Company hereby acknowledges and agrees that it will convene and hold its annual meeting of shareholders for the year ending June 30, 2024 (including any continuation, adjournment, postponement or meeting held in lieu thereof, the "2024 Annual Meeting") by no later than December 31, 2024 and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the 2024 Annual Meeting beyond December 31, 2024 without the prior written consent of Voss (which consent shall not be unreasonably withheld, conditioned or delayed), except (i) as required for quorum purposes, (ii) as required by law, or (iii) if duly adopted and approved by the shareholders at the 2024 Annual Meeting upon a motion duly made and seconded by one or more shareholders.
• (ii) For so long as the Termination Date has not occurred, the Company hereby agrees to take all actions necessary to re-nominate the New Directors (and

any Successor Directors, if applicable) the Independent Nominees, Azim Jamal, Jerome Levy and Jennifer Twiner McCarron for election as directors of the Company at (x) the 2024 Annual Meeting for a term lasting until the Company's 2025 annual general and/or special meeting of shareholders (including any continuation, adjournment, postponement or meeting held in lieu thereof, the "2025 Annual Meeting") and (y) any special meeting of shareholders of the Company held prior to the Termination Date at which the election of directors is considered (a "Special Meeting"); provided that each such director consents to such re-nomination; provided further, that the Company may nominate one or more different director nominee(s) for election at the 2024 Annual Meeting or any Special Meeting with Voss's prior written consent (such consent not to be unreasonable withheld, conditioned or delayed).

(d) Support of New Directors. Prior to the Termination Date, the Company hereby agrees that it will use its reasonable best efforts to obtain the election of (x) the New Voss Director (and any Successor Director thereto) at the 2023 Annual Meeting, and (y) the New Directors (and any Successor Directors thereto) at the 2024 Annual Meeting and any Special Meeting, including without limitation, by (i) recommending the New Voss Director or the New Directors, as applicable, by or on behalf of the Board, for, and causing the New Voss Director or the New Directors, as applicable, to be included in, the Company's slate of nominees standing for election at each such meeting, (ii) nominating and reflecting in its management information circular and form of proxy for each such meeting the nomination of the New Voss Director or the New Directors, as applicable, for election as directors of the Company at each such meeting, (iii) causing all valid proxies received by the Company to be voted in the manner specified by such proxies and, to the extent permitted under applicable law and stock exchange rules, cause all such proxies for which a vote is not specified in respect of the election of directors to be voted for the New Voss Director or the New Directors, as applicable, and (iv) soliciting proxies in favor of and otherwise support the election of the New Voss Director or the New Directors, as applicable, in a manner no less favorable than the manner in which the Company supports its other director nominees, at any such meeting.

(e) Additional Agreements.

• (i) From the Expansion Date until the Termination Date, the Company hereby agrees that the size of the Board shall not exceed seven (7) members without the prior written consent of Voss, which consent shall not be unreasonably withheld, conditioned or delayed.
• (ii) If the New Voss Nominee or the Additional Director (or any Successor Director thereto) is unable or unwilling to serve as a director, resigns as a director, is removed as a director or ceases to be a director for any other reason prior to the Termination Date, then a replacement director (such replacement, a "Successor Director") shall be identified and appointed as

follows: (i) if the New Voss Nominee ceases to be a director (including pursuant to Section 2(a)(v) above), Voss shall identify a replacement director and (ii) if the Additional Director shall cease to be a director, then Voss and the Company shall work together in good faith to identify a mutually agreeable replacement director that satisfies the eligibility criteria set forth in Section 2(b)(i) above. Any Successor Director shall satisfy the Nominee Independence Requirements and such Successor Director's appointment shall not, in the Company's good faith determination, upon the advice of the Company's legal counsel, result in the Company no longer being deemed a "Canadian-controlled entity" under applicable law or materially adversely affect the Company's eligibility for certain tax credits. The Company shall appoint any Successor Director as promptly as practicable (and in no event later than five (5) business days after identification), subject to the approval (not to be unreasonably withheld, conditioned or delayed) by the Board, to serve as a director of the Company for the remainder of the applicable prior director's (or applicable Successor Director's) term and to all applicable committees of the Board on which the New Voss Nominee or the Additional Director, as applicable, served for the remainder of such director's term. Effective upon the appointment of a Successor Director to the Board, such Successor Director will be considered the New Voss Nominee or the Additional Director, as applicable, for all purposes of this Agreement.

• (f) Director Duties. For the avoidance of doubt, nothing in this Section 2 or any other provision of this Agreement shall prohibit, constrain or otherwise restrict any person nominated for election to the Board from carrying out his or her duties as a director of the Company, including voicing opinions and voting on Board matters as they deem fit in the circumstances. It is further acknowledged and agreed that any person elected to the Board will be required to declare any conflicts of interest and abstain from voting on Board matters where any such conflict arises.
• (g) Termination. The Company's obligations under this Section 2 shall terminate upon the earlier of: (i) any material breach of this Agreement by Voss upon ten days' written notice by the Company to Voss if such breach has not been cured by the end of such notice period; provided that the Company is not in material breach of this Agreement at the time such notice is given or during the notice period, (ii) such time as the New Voss Nominee (or any Successor Director thereto) notifies the Company of his or her intent to resign from the Board and Voss irrevocably waives in writing any right to have a Successor Director to the New Voss Nominee appointed, or (iii) Voss takes any action restricted by Section 4(a)(i), 4(a)(ii), 4(a)(v), 4(a)(vi) or 4(a)(viii), directly makes any solicitation restricted by Section 4(a) or enters any agreement restricted by 4(a)(vii); provided that for the avoidance of doubt, unless this Agreement is terminated by the Company in accordance with Section 9, all other provisions of this Agreement shall remain in full force and effect. Upon the occurrence of an event described in clause (iii) of this Section 2(g), the New Voss Nominee shall promptly offer to resign from the Board (and, if requested by the Company, promptly deliver his written resignation to the Board

for his immediate resignation), subject to the decision of the remaining Board members in their sole discretion, with the New Voss Nominee recused from such discussions, whether to accept or reject such resignation.

3. Voting Commitment. For so long as the Termination Date has not occurred, each of the New Voss Nominee and Voss shall, and shall cause each of its Controlled Affiliates to (a) be represented in person or by proxy at each meeting of the Company's shareholders or otherwise cause all Common Shares that the New Voss Nominee, Voss and its Affiliates beneficially own or exercise control or direction over, directly or indirectly, to be counted as present for purposes of establishing a quorum, (b) vote, or cause to be voted, all Common Shares that the New Voss Nominee, Voss and its Controlled Affiliates beneficially own or exercise control or direction over, directly or indirectly, on the Company's proxy or voting instruction form in favour of (i) each of the directors nominated by the Board and recommended by the Board for election to the Board (and not in favour of any other nominees for election to the Board), at the 2023 Annual Meeting, the 2024 Annual Meeting and any Special Meetings held prior to the Termination Date at which the election of directors is considered, (ii) any amendments to, and any re-approval of, the Company's equity compensation plan and stock option plan, (iii) any amendments to the articles of the Company for the purposes of becoming a "benefit corporation" in accordance with the Business Corporations Act (British Columbia), and (iv) each other routine matter or proposal unanimously recommended for shareholder approval by the Board that is not special business, (c) not execute any proxy or voting instruction form or solicit any proxy, or support the solicitation of any proxy by any other Person (as defined below), in respect of such shareholders' meeting other than the proxy or voting instruction form being solicited by or on behalf of management of the Company, and (d) vote, or cause to be voted, all Common Shares that the New Voss Nominee, Voss and its Controlled Affiliates beneficially own or exercise control or direction over, directly or indirectly, against any nominees that are not nominated by the Board and/or any other matter that could reasonably be expected to impede or frustrate this Agreement; provided that for greater certainty, (A) the New Voss Nominee, Voss and its Affiliates shall have the right to vote in their sole discretion with respect to any Material Transaction (as defined below) requiring a vote of the Company's shareholders, and (B) that in the event Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC recommends otherwise with respect to any Company proposal or shareholder proposal presented at the 2023 Annual Meeting, the 2024 Annual Meeting or any Special Meeting (other than any proposal relating to the election or removal of directors, the Board Size Proposal and the Company's equity compensation plan and stock option plan), Voss and its Affiliates shall be permitted to vote in accordance with such recommendation, in its discretion.

4. Standstill.

(a) Each of the New Voss Nominee and Voss agrees that commencing at the Effective Date and continuing until the Termination Date, neither the New Voss Nominee, nor Voss nor any of its Controlling or Controlled Affiliates, principals, directors, general partners, officers, employees, members, agents or Representatives (solely in the context of their representation of Voss in connection with the subject matter of this Agreement), will, acting alone or "jointly or in concert" (within the meaning of applicable Canadian securities laws) with any other Person, unless specifically consented to in writing by the Board, directly or indirectly:

• (i) acquire, directly or indirectly, by purchase or otherwise, any Voting Securities (as defined below) or securities convertible into or exchangeable for Voting Securities, or direct or indirect rights or options to acquire any Voting Securities, except that, subject to compliance with any applicable Company policies, the New Voss Nominee, Voss and its Controlling or Controlled Affiliates may acquire Voting Securities or securities convertible into or exchangeable for Voting Securities, or direct or indirect rights or options to acquire any Voting Securities representing up to 17.5% of the then outstanding Voting Securities;
• (ii) make, or induce any Person to make, any unsolicited take-over bid, or any other unsolicited merger or unsolicited going-private transaction involving the Company;
• (iii) engage in or in any way initiate, directly or indirectly, any solicitation (as such term is used in applicable securities laws) of proxies or consents, with respect to the voting of any securities of the Company;
• (iv) initiate, propose or otherwise "solicit" (as such term is defined in applicable securities laws) securityholders of the Company to vote any securities of the Company on any matter;
• (v) deposit any securities of the Company into a voting trust, or subject any securities of the Company to any agreement or arrangement with respect to the voting of such securities, or enter into any other agreement or arrangement having similar effect to which, in each case, a Person who is not an Affiliate of Voss is a party;
• (vi) seek, alone or jointly or in concert with others, (A) to requisition or call a meeting of the shareholders of the Company, (B) to obtain representation on, or nominate or propose the nomination of any candidate for election to, the Board, other than as expressly provided in this Agreement, (C) to effect the removal of any member of the Board or otherwise alter the composition of the Board, or (D) to seek to control management or the Board of the Company; other than as expressly provided in this Agreement;
• (vii) enter into any discussions, agreements or understandings with any Person with respect to or in contemplation of the foregoing, or advise or assist any Person to take any action inconsistent with the foregoing; or
• (viii) make any public disclosure of any consideration, intention, plan or arrangement inconsistent with any of the foregoing, including any private request to amend, waive or terminate any provision of this Agreement that would be reasonably expected to require the Company to make a public disclosure.
• (b) Notwithstanding the foregoing provisions of this Section 4, the parties acknowledge and agree that the provisions of this Section 4 will not limit in any

respect Voss's and its Affiliates' ability to: (i) communicate privately with the Board or any officers of the Company regarding any matter, or privately requesting a waiver of any provision of this Agreement, as long as such private communications or requests would not reasonably be expected to require public disclosure (including on any early warning report) of such communications or requests by the Company or Voss and any of its Affiliates, (ii) on advice of its counsel, make any factual statement to the extent necessary to comply with any subpoena or other legal process or respond to a request for information from any governmental or regulatory authority with jurisdiction over such Person from whom information is sought (so long as such process or request did not arise as a result of discretionary acts by such Person), or (iii) vote or enter into a support agreement in respect of a Change of Control Transaction, or disclose, publicly or otherwise, how it intends to vote or act with respect to any securities of the Company in connection with a Change of Control Transaction, provided Voss has not committed a material breach of its obligations under Section 4(a). For certainty, nothing in this Section 4 shall prevent the Voss from selling, pledging, tendering, or undertaking any other ordinary course market transaction in securities of the Company, including with respect to some or all of the Common Shares beneficially owned by Voss (or over which Voss exercises control or direction).

(c) Furthermore, nothing in this Section 4 shall be deemed to prohibit, limit or restrict the exercise in good faith by the New Voss Nominee (or any Successor Director) of such Person's fiduciary duties solely in such Person's capacity as a director of the Company.

5. No Litigation. For so long as the Termination Date has not occurred, each of the Company, the New Voss Nominee and Voss hereby covenants and agrees solely for and on behalf of itself that it shall not, and shall cause any of its respective Controlling and Controlled (and under common Control) Affiliates and Representatives (solely in the context of their representation of such party in connection with the subject matter of this Agreement) to not, alone or in concert with others, knowingly encourage or pursue, or knowingly assist any other Person to threaten, initiate or pursue, any lawsuit, claim or proceeding (including, with respect to Voss, commencing, encouraging or supporting any derivative action in the name of the Company or any class action against the Company or any of its officers or directors) before any court or governmental, administrative or regulatory body (collectively, a "Legal Proceeding") against (a) with respect to the New Voss Nominee and Voss, the Company or any of its Representatives (solely in the context of their representation of the Company in connection with the subject matter of this Agreement), and (b) with respect to the Company, Voss or any of its respective Representatives (solely in the context of their representation of Voss in connection with the subject matter of this Agreement); provided, however, that the foregoing shall not prevent (i) any party or any of its Representatives from responding to oral questions, interrogatories, requests for information or documents, subpoenas, civil investigative demands or similar processes (a "Legal Requirement") in connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, or on behalf of, such party or any of its Representatives (solely in the context of their representation of such party in connection with the subject matter of this Agreement) (ii) litigation by any party to enforce the provisions of this Agreement, (iii) counterclaims with respect to any proceeding initiated by a party in breach of this Agreement, (iv) bona fide commercial disputes that do not

relate to the subject matter of this Agreement, and (v) the exercise of statutory appraisal rights; provided, further, that in the event that such party or any of its Representatives receives such Legal Requirement, such party shall, unless prohibited by applicable law, give prompt written notice of such Legal Requirement to the other party.

6. Publicity, Mutual Non-Disparagement and Disclosure.

• (a) For so long as the Termination Date has not occurred, the Company, on the one hand, and each of the New Voss Nominee and Voss, on the other hand, shall not, and shall cause each of their respective Representatives, not to, directly or indirectly, in any manner make or issue or cause to be made or issued any public disclosure, announcement, comment or statement (including without limitation the filing of any document or report with any securities commission, stock exchange or any other governmental agency or any disclosure to any journalist, member of the media or securities analyst or statement on social media) concerning the other party, or any of its respective past or present partners, managers, directors, officers or employees, or any of its respective past, present or future corporate strategy, business, corporate activities, performance, board or management, which disparages, impugns, negatively comments on or is reasonably likely to damage the reputation of any such Person, provided that in no event will the foregoing limitations apply to (a) any statements or announcements made in compliance with a legal process or subpoena, statements in response to inquiry from a court or regulatory body or statements made in any litigation or other proceeding, (b) any statements made in private communications with the Board or any directors or officers of the Company, or (c) the Company, Voss or any of their respective Representatives, as applicable, in the event any current or former Representative of the Company or the New Voss Nominee and Voss, as applicable, makes any comment or statement concerning the other party or any of its past or present Representatives, which disparages, impugns, negatively comments on or is reasonably likely to damage the reputation of any such Person; provided that this paragraph (c) shall apply only to permit the New Voss Nominee and Voss or the Company or their applicable Representatives to respond directly to such comment or statement.
• (b) As soon as practicable following the execution of this Agreement (and in any event no later than the first business day following the Effective Date), the Company and Voss shall jointly issue the press release in the form attached hereto as Exhibit A (the "Press Release"). For so long as the Termination Date has not occurred, none of the parties hereto shall (a) make any public announcements, disclosure or statements (including in any filing with the Canadian securities regulators or any other regulatory or governmental agency, including any stock exchange) that are inconsistent with, or otherwise contrary to, the statements in the Press Release issued pursuant to this Section 6 or issue or cause the publication of any press release or other public announcement or file with Canadian securities regulators or any other regulatory or governmental agency, including any stock exchange, any securities or regulatory filing, including an early warning report made by Voss or any of its Affiliates, or a material change report or other similar filing made by the

Company (collectively, "Disclosure") with respect to the matters that are the subject of this Agreement, except, in each case, as required by law or the rules of any stock exchange or with the prior written consent of the other party, which shall not be unreasonably withheld, conditioned or delayed; provided, to the extent such Disclosure is required by law or the rules of any stock exchange, the party required to make such Disclosure shall be permitted to make such Disclosure, but must first provide, to the extent legally permissible, the other party with prior written notice of the making of such Disclosure so that such other party has the reasonable opportunity to comment on such Disclosure (and the disclosing party shall consider, in good faith, any reasonable comments provided by such other party).

7. Representations and Warranties.

• (a) Each of the New Voss Nominee and Voss represents and warrants to the Company as follows: (i) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against the New Voss Nominee and Voss in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity; (iii) the execution of this Agreement and the performance by the New Voss Nominee and Voss of its obligations hereunder does not and will not conflict with or violate any law, any order of any court or any agency of government, its constating documents, or any provision of any indenture, agreement or other instrument to which Voss is bound; (iv) Voss or its Affiliates are the beneficial owners of, and control and direct, directly or indirectly, 6,578,823 Common Shares and such Common Shares constitute all of the Voting Securities beneficially owned or Controlled by Voss and its Affiliates; (v) the New Voss Nominee qualifies as a director under the Business Corporations Act (British Columbia); and (vi) the authorized signatory set forth on the signature page to this Agreement has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind each of the undersigned.
• (b) The Company represents and warrants to Voss as follows: (i) it has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated hereby; (ii) this Agreement has been duly and validly authorized, executed and delivered by it, constitutes a valid and binding obligation and agreement of it and is enforceable against it in accordance with its terms, subject to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors' rights generally and general principles of equity; and (iii) the Company's execution of this Agreement and the performance by it of its obligations hereunder does not and will not conflict with or violate any law, any order of any court or any agency of government, its constating documents, or any provision of any material indenture,

agreement or other instrument to which the Company or any of its properties or assets is bound.

8. Term and Termination. This Agreement will remain in effect until the earlier of (i) the date of which the Company first publicly announces the date of the 2025 Annual Meeting, and (ii) October 15, 2025 (such date, the "Termination Date") at which time this Agreement shall automatically terminate; provided, that the Company agrees that the date on which it first publicly announces the date of the 2025 Annual Meeting shall be a date that is no less than 50 days' prior to the date of the 2025 Annual Meeting; provided, further, that (i) Voss may earlier terminate this Agreement if the Company commits a material breach of this Agreement that is not cured within ten days after the Company's receipt of written notice thereof from Voss or, if impossible to cure within ten days, which the Company has not taken any substantive action to cure within such ten day period, and (ii) the Company may earlier terminate this Agreement if Voss commits a material breach of this Agreement that is not cured within ten days after Voss's receipt of written notice thereof from the Company or, if impossible to cure within ten days, which Voss has not taken any substantive action to cure within such ten day period.

9. Certain Defined Terms. As used in this Agreement, the following terms have the meanings indicated:

• (a) "Affiliate" means, with respect to any party to this Agreement, any Person which (i) Controls, (ii) is Controlled by, or (iii) is under common Control with, such party.

• (b) "beneficially owns" or "beneficially owned," is the "beneficial owner" of or has "beneficial ownership" of securities for the purposes of this Agreement shall be determined in the same manner as that set forth for determining a beneficial owner of a security under applicable securities laws, except that a Person will also be deemed to be the beneficial owner of all securities which such Person has the right to acquire pursuant to the exercise of any rights in connection with any securities or any agreement, regardless of when such rights may be exercised and whether they are conditional.

• (c) "Change of Control Transaction" means any transaction or series of related transactions, supported by the Board, that results in any of the following: (i) any Person or group of Persons acting "jointly or in concert" (within the meaning of applicable securities laws) is or becomes the beneficial owner, directly or indirectly, of Voting Securities representing at least a majority of the voting power of the Company's then outstanding securities; (ii) any Person or group of Persons acting "jointly or in concert" (within the meaning of applicable securities laws) acquires assets of the Company having an aggregate value exceeding 50% of the aggregate enterprise value of the Company; and (iii) a sale or disposition by the Company of all or substantially all of the assets of the Company and its subsidiaries taken as a whole (including the shares of any subsidiaries of the Company).

• (d) "Common Shares" means the common shares in the capital of the Company.

• (e) "Control" means, when applied to the relationship between a Person and a corporation, the beneficial ownership by that Person at the relevant time of shares of that corporation carrying the greater of (i) a majority of the voting rights ordinarily exercisable at meetings of shareholders of that corporation, and (ii) the percentage of voting rights ordinarily exercisable at meetings of shareholders of that corporation that are sufficient to elect a majority of the directors, and, when applied to the relationship between a Person and a partnership, limited partnership, trust, joint venture or other entity, means the beneficial ownership by that Person at the relevant time of more than 50% of the ownership interests of the partnership, limited partnership, trust, joint venture or other entity, or the contractual right to direct the affairs of the partnership, limited partnership, trust, joint venture or other entity; and the words "Controlled", "Controlling" and similar words have corresponding meanings; provided, that a Person who Controls a corporation, partnership, limited partnership, joint venture or other entity will be deemed to Control a corporation, partnership, limited partnership, trust, joint venture or other entity which is Controlled by such Person and so on.

• (f) "Material Transaction" means any Change of Control Transaction and any tender offer, exchange offer, merger, arrangement, amalgamation, consolidation, acquisition, business combination, recapitalization, statutory share exchange, restructuring, reorganization, liquidation, separation, dissolution, dilutive financing (including without limitation any dilutive "PIPE" capital-raising issuance transaction or any transaction requiring stockholder consent or approval) or other extraordinary transaction involving the Company.

• (g) "Nominee Independence Requirements" means, with respect to any Successor Director, such director qualifies as an "independent director" (i) for the purposes of National Instrument 52-110 - Audit Committees, (ii) under all applicable listing standards, applicable rules of the TSX Venture Exchange (or any other exchange on which the Company is then listed) and (iii) the standards used by the Board in determining the independence of the Company's directors, to the extent disclosed to Voss prior to the Effective Date.

• (h) "Person" will be interpreted broadly to include, without limitation, any corporation, company, partnership, limited liability company, other entity or individual.

• (i) "Representatives" of a party means that party's Affiliates, principals, directors, general partners, officers, employees, members, agents and other representatives.

• (j) "Voting Securities" means securities of the Company with the power to vote with respect to the election of directors generally, including, without limitation, the Common Shares.

10. Notices. All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or sent to the recipient by email (if sent by email prior to 5:00 p.m. local time of the recipient on a business day or, if not, on the next business day), or one business day after deposit with a reputable overnight courier service (charges prepaid), or three business days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the Company and Voss at the following addresses:

If to the Company:

Thunderbird Entertainment Group Inc. 123 W7th Ave Vancouver, BC V5Y 1L8, Canada Attention: Email: Sarah Nathanson [Redacted.]

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

Cassels Brock & Blackwell LLP Suite 2200, HSBC Building 885 West Georgia Street, Vancouver, BC V6C 3E8, Canada Attention: Jen Hansen Email: jhansen@cassels.com

If to the Voss Nominee and Voss:

Voss Capital, LLC 3773 Richmond Avenue, Suite 500 Houston, Texas 77046 Attention: Email: Fax: Travis W. Cocke [Redacted.] [Redacted.]

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

Olshan Frome Wolosky LLP
	1325 Avenue of the Americas
New York, New York 10019
Attention:	Andrew Freedman, Esq.
	Rebecca Van Derlaske, Esq.
Email:	afreedman@olshanlaw.com
	rvanderlaske@olshanlaw.com
Fax:	(212) 451-2222

and

Wildeboer Dellelce LLP Wildeboer Dellelce Place Suite 800, 365 Bay Street Toronto, Ontario M5H 2V1 Attention: Mark Wilson, Esq. Email: mwilson@wildlaw.ca Fax: (416) 361-1790

11. Miscellaneous.

• (a) Survival. The representations and warranties, covenants and agreements contained in this Agreement shall survive the execution of this Agreement and any investigation at any time by or on behalf of Voss or the Company.
• (b) Entire Agreement. This Agreement and the Existing Observer Agreement contains the entire agreement between the parties hereto concerning the subject matter hereof and supersedes all prior written and prior or contemporaneous oral agreements between the parties with respect to such matters, including, for greater certainty, the Existing Cooperation Agreement.
• (c) Amendment. The agreements set forth in this Agreement may be modified or waived only by a separate writing executed by the Company and Voss expressly so modifying or waiving such agreements.
• (d) No Waiver. No failure or delay by the Company in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder.
• (e) Assignment. Any assignment or attempted assignment of this Agreement by either Voss or the Company without the prior written consent of the other party shall be invalid, void and unenforceable.
• (f) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
• (g) Time is of the Essence. Time is of the essence in the performance of this Agreement.
• (h) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a party may send a copy of its signature on the execution page hereof to the other party by email or pdf or by other electronic

transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving party.

• (i) Governing Law and Attornment. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in the City of Vancouver for any actions or proceedings arising out of or related to this Agreement.
• (j) Specific Performance. The parties expressly agree that an actual or threatened breach of this Agreement by any party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each party shall be entitled to seek a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Agreement or to secure specific enforcement of its terms and provisions, and each party agrees it will not take any action, directly or indirectly, in opposition to another party seeking relief. Each of the parties agrees to waive any requirement for the security or posting of any bond in connection with any such relief.
• (k) Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, no Person that is not a party to this Agreement shall be entitled to the benefit of any provisions of this Agreement or have any rights hereunder; provided that, notwithstanding the foregoing, each party acknowledges to the Representatives of the other party their direct rights against it under Section 6, which are intended for the benefit of, and shall be enforceable by, each of the Representatives, and its or their respective successors, assigns, heirs or legal representatives, as applicable. To the extent required by law to give full effect to these direct rights, the Company and Voss each agrees and acknowledges that it is acting as trustee of, and holds the entitlements and benefits contained in each of Section 4 and Section 6 in trust for, the Representatives, as applicable.

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

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

THUNDERBIRD ENTERTAINMENT GROUP INC.

Per: (signed) "Jennifer Twiner McCarron" Name: Jennifer Twiner McCarron Title: Chief Executive Officer

VOSS VALUE MASTER FUND, L.P.

• By: Voss Advisors GP, LLC General Partner
• By: (signed) "Travis W. Cocke" Name: Travis W. Cocke Title: Managing Member

VOSS VALUE-ORIENTED SPECIAL SITUATIONS FUND, LP

• By: Voss Advisors GP, LP General Partner
• By: (signed) "Travis W. Cocke" Name: Travis W. Cocke Title: Managing Member

VOSS ADVISORS GP, LLC

By: (signed) "Travis W. Cocke" Name: Travis W. Cocke Title: Managing Member

VOSS CAPITAL LLC

By: (signed) "Travis W. Cocke" Name: Travis W. Cocke Title: Managing Member

(signed) "Taylor Henderson"

Taylor Henderson

EXHIBIT A PRESS RELEASE

Thunderbird Entertainment Announces Amended and Restated Cooperation Agreement with Voss Capital

VANCOUVER, CANADA (November 10, 2023) -- Thunderbird Entertainment Group Inc. (TSXV:TBRD, OTC – THBRF) ("Thunderbird" or the "Company") announced today that it has entered into an amended and restated cooperation agreement (the "A&R Cooperation Agreement") with Voss Capital LLC and certain of its affiliates (collectively, "Voss"), which together own approximately 13.1% of the outstanding common shares of Thunderbird. The A&R Cooperation Agreement amends and replaces the existing cooperation agreement between the Company and Voss, dated as of January 19, 2023, as amended January 27, 2023, in its entirety.

The A&R Cooperation Agreement provides for the nomination of Taylor Henderson, a representative and employee of Voss (the "New Voss Nominee") for election to the board of directors of Thunderbird (the "Board") at the Company's upcoming 2023 annual general and special meeting of shareholders scheduled for December 14, 2023 (the "2023 Annual Meeting"), which appointment is subject to the approval of the TSX Venture Exchange.

In connection with the A&R Cooperation Agreement, Linda Michaelson and Mark Trachuk have agreed not to stand for re-election at the 2023 Annual Meeting and continuing on the Board, and nominated for election at the 2023 Annual Meeting, are Jennifer Twiner McCarron (CEO), Asha Daniere, Azim Jamal, Jérôme Levy and Lisa Coulman. Thunderbird thanks Ms. Michaelson and Mr. Trachuk for their significant contributions to the Company.

The A&R Cooperation Agreement also provides for the appointment of one additional independent director to be mutually agreed by the Company and Voss following the 2023 Annual Meeting.

Jennifer Twiner McCarron, Thunderbird Chair and Chief Executive Officer said, "Heading into 2024, we are looking forward to doubling down on the health of the business while prioritizing our focus on maximizing shareholder value."

Under the terms of the A&R Cooperation Agreement, Voss has, among other things, agreed to abide by customary voting commitments at the 2023 Annual Meeting (as previously agreed by the parties) and the 2024 annual general and special meeting of shareholders, as well as customary standstill restrictions. The A&R Cooperation Agreement will terminate in accordance with its terms on the earlier of (i) the date of which the Company first publicly announces the date of its 2025 annual general and/or special meeting of shareholders, and (ii) October 15, 2025.

Thunderbird expects to mail an information circular with respect to the 2023 Annual Meeting in

due course and shareholders are encouraged to read the information circular in its entirety and cast their votes early. The record date for voting at the 2023 Annual Meeting is October 27, 2023.

Below is the biography of Mr. Henderson.

Taylor Henderson

Mr. Henderson has served as an analyst at Voss Capital, LLC, a fundamental research-driven, value-oriented hedge fund focused on special situations since 2015. Mr. Henderson holds a B.S. in Economics from Texas A&M University.

For information on Thunderbird and to subscribe to the Company's investor list for news updates, go to www.thunderbird.tv.

ABOUT THUNDERBIRD ENTERTAINMENT GROUP

Thunderbird Entertainment Group is a global award-winning, full-service multiplatform production, distribution and rights management company, headquartered in Vancouver, with additional offices in Los Angeles, Toronto, and Ottawa. Thunderbird creates award-winning scripted, unscripted, and animated programming for the world's leading digital platforms, as well as Canadian and international broadcasters. Thunderbird's vision is to produce high quality, socially responsible content that makes the world a better place. The Company develops, produces, and distributes animated, factual, and scripted content through its various content arms, including Thunderbird Kids and Family (Atomic Cartoons), Thunderbird Unscripted (Great Pacific Media), formerly known as Thunderbird Factual, and Thunderbird Scripted. Productions under the Thunderbird umbrella include The Last Kids on Earth, Molly of Denali, Highway Thru Hell and Kim's Convenience, among others. The Company also has a team dedicated to global distribution and consumer products. Thunderbird is on Facebook, Twitter, and Instagram at @tbirdent. For more information, visit: www.thunderbird.tv.

ABOUT VOSS CAPITAL LLC

Founded in 2011, Voss Capital, LLC is a fundamental research-driven, bottom-up, value-oriented manager focused on underfollowed special situations. Voss Capital LLC is headquartered in Houston, Texas.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release, which has been prepared by management.

For further information, please contact:

Thunderbird:

Media Relations Contact: Lana Castleman, Director, Marketing & Communications Phone: 416-219-3769 Email: lcastleman@thunderbird.tv

Corporate Communications Julia Smith, Finch Media Email: Julia@finchmedia.net

Investor Relations Contacts:

Glen Akselrod, Bristol Capital Phone: + 1 905 326 1888 ext 1 Email: glen@bristolir.com

Voss:

Media Relations Contact:

Serena Koontz Head of Investor Relations Voss Capital, LLC

SOURCE Thunderbird Entertainment Group Inc.

Cautionary Statement Regarding Forward-Looking Information

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation that are not historical facts. Forward-looking statements involve risks, uncertainties, and other factors that could cause actual results, performance, prospects, and opportunities to differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements in this news release include, but are not limited to, statements with respect to the terms of the A&R Cooperation Agreement; the intention to nominate directors at the upcoming 2023 Annual Meeting; the appointment of an additional independent director following the conclusion of the 2023 Annual Meeting; matters with respect to mailing of the information circular and the 2023 Annual Meeting; maximizing shareholder value; and the Company's objectives, goals or future plans. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic and social uncertainties; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; those additional risks set out in the Company's Management's Discussion and Analysis for the year ended June 30, 2023 and other public documents filed on SEDAR+ at www.sedarplus.ca. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.