Thunderbird Entertainment Group — Board/Management Information 2023

Jan 30, 2023

Execution Copy

AMENDMENT TO COOPERATION AGREEMENT

This Amendment to Cooperation Agreement (this “ Amendment ”) is made as of January 27, 2023, by and among Thunderbird Entertainment Group Inc., a company organized under the laws of British Columbia, Canada (the “ Company ”) and 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 ”). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Original Agreement (as defined below).

RECITALS

WHEREAS , the Company and Voss are party to that certain Cooperation Agreement, dated as of January 19, 2023 (“ Original Agreement ” and as amended by this Amendment, the “ Agreement ”); and

WHEREAS , the parties hereto desire to enter into certain amendments to the Original Agreement, as further provided herein;

NOW, THEREFORE , in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:

1. Section 1(b) of the Original Agreement is hereby amended and restated in its entirety as follows:

(b) Annual Meeting Actions.

• (i) 2022 Annual Meeting.

• (A) The Company hereby acknowledges and confirms that it has called the 2022 Annual Meeting (as defined below) to be held on March 6, 2023. The Company shall convene and hold the 2022 Annual Meeting on such date and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the 2022 Annual Meeting without the prior written consent of Voss, except (i) as required for quorum purposes, (ii) as required by law, or (iii) if duly adopted and approved by the shareholders at the 2022 Annual Meeting upon a motion duly made and seconded by one or more shareholders.

• (B) Following the execution of the Agreement, the Board and any applicable committee of the Board will take all actions necessary to:

  • I. include a proposal on the agenda for the Company’s 2022 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 2022 Annual Meeting in a manner no less rigorous and favorable than the manner in which the Company would recommend other Company-sponsored proposals; and

II. nominate and solicit for the election of a slate of six (6) directors at the 2022 Annual Meeting, consisting of Linda Michaelson, Azim Jamal, Jerome Levy, Jennifer T. McCarron (together, the “ Company Directors ”) and the Voss Directors for a term lasting until the Company’s 2023 annual general and special meeting of shareholders (including any continuation, adjournment, postponement or meeting held in lieu thereof, the “ 2023 Annual Meeting ”).

(ii) Additional Director Nomination Actions .

• (A) Promptly following execution of this Agreement, and in no event later than February 28, 2023, Voss shall provide the Company with at least three (3) names of Persons who are resident Canadians, independent of the Company, and who are willing and consent to serve as a director, for appointment to the Board (the “ Voss Candidates ”).

• (B) Voss shall reasonably consult with and, in good faith, consider any candidates put forward by the Company; provided that Voss shall be under no obligation to include any such candidates as Voss Candidates.

• (C) Voss shall provide the Company with the opportunity to conduct its customary governance and interview process with respect to the Voss Candidates and shall provide any information the Company reasonably requests regarding such Voss Candidates, 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.

• (D) Promptly following the conclusion of the 2022 Annual Meeting and, provided Voss has complied with its obligations in Section 1(b)(ii)(A) and Section 1(b)(ii)(C) of this Agreement, in no event later than ten (10) business days after the conclusion of the 2022 Annual Meeting, the Company will take all actions necessary to:

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I. in accordance with the Company’s constating documents, expand the size of the Board from six (6) directors and set the size of the Board at seven (7) directors (such date on which the expansion occurs, the “ Expansion Date ”); and

II. appoint one (1) additional director to be identified by the Company from the Voss Candidates (such director, the “ Additional Director ” and together with the Voss Directors, each a “ New Director ” and collectively, the “ New Directors ”), for a term lasting until the Company’s 2023 Annual Meeting.

(iii) 2023 Annual Meeting.

• (A) For so long as the Termination Date has not occurred, the Company hereby acknowledges and agrees that it will convene and hold its 2023 Annual Meeting by no later than December 31, 2023 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, 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.

• (B) 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 the Company Directors (and any Successor Directors (as defined below) thereto, if applicable) for election as directors of the Company at (x) the 2023 Annual Meeting for a term lasting until the Company’s 2024 annual general and/or special meeting of shareholders (including any continuation, adjournment, postponement or meeting held in lieu thereof) 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 New Director and Company Director consents to such re-nomination.

• Section 1(c) of the Original Agreement is hereby amended and restated in its entirety as follows:

• (c) 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 Voss Directors (and any Successor Directors thereto) at the 2022 Annual Meeting, and (y) the New Directors (and any Successor Directors thereto) at the 2023 Annual Meeting and any Special Meeting, including without limitation, by (i) recommending the Voss Directors or the New Directors, as applicable, by or on behalf of the Board, for, and causing the Voss Directors or the New Directors, as

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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 Voss Directors 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 Voss Directors or the New Directors, as applicable, and (iv) soliciting proxies in favor of and otherwise support the election of the Voss Directors or the New Directors, as applicable, in a manner no less favorable than the manner in which the Company supports the Company Directors (and any Successor Directors thereto), as applicable, at any such meeting.

1. Section 1(e) of the Original Agreement is hereby amended and restated in its entirety as follows:

2. (e) Board Size. 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.

3. Section 3 of the Original Agreement is hereby amended and restated in its entirety as follows:

4. Voting Commitment . For so long as the Termination Date has not occurred, 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 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 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), including, for greater certainty, in favour of (x) the Voss Directors and Company Directors at the 2022 Annual Meeting, and (y) the New Directors and the Company Directors at the 2023 Annual Meeting and any Special Meeting, (ii) the amendments to, and re-approval of, the Company’s equity compensation plan and stock option plan, (iii) each other routine matter or proposal unanimously recommended for shareholder approval by the Board that is not special business, and (iv) not execute any proxy or voting instruction form or solicit any proxy, or support the solicitation of any proxy by any other Person, 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 (c) vote, or cause to be voted, all Common Shares that 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

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for greater certainty, (A) Voss and its Affiliates shall have the right to vote in their sole discretion with respect to any Material Transaction requiring a vote of the Company’s shareholders, and (B) that in the event Institutional Shareholder Services Inc. (“ ISS ”) and Glass Lewis & Co., LLC (“ Glass Lewis ”) recommends otherwise with respect to any Company proposal or shareholder proposal presented at the 2022 Annual Meeting, the 2023 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 and stock option plans), Voss and its Affiliates shall be permitted to vote in accordance with such recommendation, in its discretion

1. Miscellaneous.

2. (a) Except as expressly modified herein, all terms of the Original Agreement shall remain in full force and effect.

3. (b) The provisions of Sections 13 and 14 of the Original Agreement shall apply to this Amendment, mutatis mutandis .

[Signature Pages Follow]

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

THUNDERBIRD ENTERTAINMENT GROUP INC .

By: (signed) “ Jennifer T. McCarron ” Name: Jennifer T. McCarron Title: Chief Executive Officer

Signature Page to Amendment to Cooperation Agreement

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

7 Signature Page to Amendment to Cooperation Agreement