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Thunderbird Entertainment Group — M&A Activity 2025
Dec 5, 2025
43831_rns_2025-12-05_33beb772-16f9-4938-8c3f-8f6e89d086b9.pdf
M&A Activity
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VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
VOSS CAPITAL, LLC
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company;
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares, Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options,
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Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date hereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:
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(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(iii) withdraw, amend, modify or qualify the Securityholder's support, or publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;
(iv) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal;
(d) the Securityholder shall 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 the Purchaser and its affiliates) that it is engaged in with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, whether or not initiated by the Securityholder;
(e) the Securityholder shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may 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 the Company or any Subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;
(f) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement
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with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(g) the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; and
(h) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) Notwithstanding the foregoing, if any director, officer, employee, representative or agent of the Securityholder or of any of its subsidiaries or affiliates (each, a "Representative") is a director of the Company, nothing in this Article 2 will prevent such Representative from acting in accordance with the exercise of his or her fiduciary duties as a director of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
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Where the Securityholder is an individual, he or she has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) Non-Contravention. The Securityholder is not a party to, bound or affected by or subject to, any charter, articles, by-law or other governing documents (if the Shareholder is a corporation or other entity), contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement or that could be reasonably expected to prevent or delay any of the transactions contemplated by this Agreement or the Arrangement.
(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, by it.
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Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
ARTICLE 4 TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by
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the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
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Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
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Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Voss Capital, LLC
(Print Name of Securityholder)
(signed) "Travis Locke"
(Signature of Authorized Signatory of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 8,346,223 |
|---|---|
| Number of Company Preferred Shares Held: | 0 |
| Number of Company Options Held: | 0 |
| Number of Company PSUs Held: | 0 |
| Number of Company RSUs Held: | 0 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
ASHA DANIERE
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
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Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
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sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
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(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
- 5 -
ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
- 6 -
in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Ash a Daniere
(Print Name of Witness)
(Print Name of Securityholder)
(signed) "Asha Daniere"
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 38,230 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | 40,000 |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 37,037 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
AZIM JAMAL
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
- 3 -
sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
- 4 -
(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
- 5 -
ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
- 6 -
in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with a copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Azim Jamal
(Print Name of Witness)
(Print Name of Securityholder)
(signed) "Azim Jamal"
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 130,854 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | Nil |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 37,037 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
DAVID LAZZARATO
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
- 3 -
sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
- 4 -
(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
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ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
- 6 -
in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
David Lazzarato
(Print Name of Witness)
(Print Name of Securityholder)
(signed) “David Lazzarato”
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 83,831 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | 40,000 |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 31,328 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
JEROME LEVY
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
- 3 -
sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
- 4 -
(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
- 5 -
ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
- 6 -
in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Jerome Levy
(Print Name of Witness)
(Print Name of Securityholder)
(signed) "Jerome Levy"
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 55,854 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | 40,000 |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 37,037 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
JENNIFER MCCARRON
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
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Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
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sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
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(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
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ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
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in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
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with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
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Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Jennifer McCarron
(Print Name of Witness)
(Print Name of Securityholder)
(signed) "Jennifer McCarron"
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 150,849 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | Nil |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 63,218 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
LISA COULMAN
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
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Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
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sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
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(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
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ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
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in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Lisa Coulman
(Print Name of Witness)
(Print Name of Securityholder)
(signed) "Lisa Coulman"
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted - Personal Information]
[Redacted - Personal Information]
Telephone: [Redacted - Personal Information]
Email: [Redacted - Personal Information]
| Number of Common Shares Held: | 75,773 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | 40,000 |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 37,037 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
SIMON BODYMORE
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
- 3 -
sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
- 4 -
(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
- 5 -
ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
- 6 -
in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
- 7 -
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
- 8 -
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
| Simon Bodymore | |
|---|---|
| (Print Name of Witness) | (Print Name of Securityholder) |
| (signed) “Simon Bodymore” | |
| (Signature of Witness) | (Signature of Securityholder) |
Address of Securityholder:
[Redacted - Personal Information]
[Redacted - Personal Information]
Telephone: [Redacted - Personal Information]
Email: [Redacted - Personal Information]
| Number of Common Shares Held: | 82,035 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | Nil |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | 68,966 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
TAYLOR HENDERSON
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i)
- 3 -
sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution; and
(d) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) The Purchaser acknowledges and agrees that the covenants of the Securityholder set forth herein relate to the Securityholder acting solely in his or her capacity as a holder of the Subject Securities and not as a director or officer of the Company or any of its affiliates. Notwithstanding any provisions of this Agreement to the contrary, nothing herein shall prevent, limit or restrict the Securityholder in any way from taking any actions necessary to discharge his or her fiduciary duties and other legal obligations as a director and/or officer of the Company or its affiliates or subsidiaries under applicable Law or that is expressly permitted by and done in compliance with the Arrangement Agreement, and any such actions by any director or officer of the Company or its affiliates or subsidiaries shall not constitute a violation of this Agreement.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
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(1) Incorporation; Capacity; Authorization. The Securityholder has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(5) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, and will have the right to sell (or cause to be sold) all Common Shares hereafter acquired by it.
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
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ARTICLE 4
TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5
GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder (in such capacity only) agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated
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in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
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with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
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Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Taylor Henderson
(Print Name of Witness)
(Print Name of Securityholder)
(signed) “Taylor Henderson”
(Signature of Witness)
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | Nil |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | Nil |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | Nil |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
FRANK GIUSTRA
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
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Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:
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(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(iii) withdraw, amend, modify or qualify the Securityholder's support, or publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;
(iv) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal;
(d) the Securityholder shall 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 the Purchaser and its affiliates) that it is engaged in with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, whether or not initiated by the Securityholder;
(e) the Securityholder shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may 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 the Company or any Subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;
(f) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement
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with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(g) the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; and
(h) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) Notwithstanding the foregoing, if any director, officer, employee, representative or agent of the Securityholder or of any of its subsidiaries or affiliates (each, a "Representative") is a director of the Company, nothing in this Article 2 will prevent such Representative from acting in accordance with the exercise of his or her fiduciary duties as a director of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
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Where the Securityholder is an individual, he or she has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) Non-Contravention. The Securityholder is not a party to, bound or affected by or subject to, any charter, articles, by-law or other governing documents (if the Shareholder is a corporation or other entity), contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement or that could be reasonably expected to prevent or delay any of the transactions contemplated by this Agreement or the Arrangement.
(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, by it.
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Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
ARTICLE 4 TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by
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the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
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Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
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Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Lara Dauphinee
(Print Name of Witness)
(signed) “Lara Dauphinee”
(Signature of Witness)
Frank Giustra
(Print Name of Securityholder)
(signed) “Frank Giustra”
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 353,000 |
|---|---|
| Number of Company Preferred Shares Held: | 0 |
| Number of Company Options Held: | 0 |
| Number of Company PSUs Held: | 0 |
| Number of Company RSUs Held: | 0 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
FIORE FINANCIAL CORPORATION
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:
- 3 -
(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(iii) withdraw, amend, modify or qualify the Securityholder's support, or publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;
(iv) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal;
(d) the Securityholder shall 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 the Purchaser and its affiliates) that it is engaged in with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, whether or not initiated by the Securityholder;
(e) the Securityholder shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may 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 the Company or any Subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;
(f) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement
- 4 -
with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(g) the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; and
(h) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) Notwithstanding the foregoing, if any director, officer, employee, representative or agent of the Securityholder or of any of its subsidiaries or affiliates (each, a "Representative") is a director of the Company, nothing in this Article 2 will prevent such Representative from acting in accordance with the exercise of his or her fiduciary duties as a director of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
- 5 -
Where the Securityholder is an individual, he or she has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) Non-Contravention. The Securityholder is not a party to, bound or affected by or subject to, any charter, articles, by-law or other governing documents (if the Shareholder is a corporation or other entity), contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement or that could be reasonably expected to prevent or delay any of the transactions contemplated by this Agreement or the Arrangement.
(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, by it.
- 6 -
Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
ARTICLE 4 TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by
- 7 -
the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
- 8 -
Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
- 9 -
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Lara Dauphinee
(Print Name of Witness)
(signed) “Lara Dauphinee”
(Signature of Witness)
Fiore Financial Corporation
(Print Name of Securityholder)
(signed) “Frank Giustra”
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 625,000 |
|---|---|
| Number of Company Preferred Shares Held: | 0 |
| Number of Company Options Held: | 0 |
| Number of Company PSUs Held: | 0 |
| Number of Company RSUs Held: | 0 |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
PACIFIC REACH PROPERTIES CAPITAL LTD.
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
- 2 -
Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:
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(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(iii) withdraw, amend, modify or qualify the Securityholder's support, or publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;
(iv) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal;
(d) the Securityholder shall 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 the Purchaser and its affiliates) that it is engaged in with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, whether or not initiated by the Securityholder;
(e) the Securityholder shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may 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 the Company or any Subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;
(f) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement
- 4 -
with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(g) the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; and
(h) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) Notwithstanding the foregoing, if any director, officer, employee, representative or agent of the Securityholder or of any of its subsidiaries or affiliates (each, a "Representative") is a director of the Company, nothing in this Article 2 will prevent such Representative from acting in accordance with the exercise of his or her fiduciary duties as a director of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
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Where the Securityholder is an individual, he or she has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) Non-Contravention. The Securityholder is not a party to, bound or affected by or subject to, any charter, articles, by-law or other governing documents (if the Shareholder is a corporation or other entity), contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement or that could be reasonably expected to prevent or delay any of the transactions contemplated by this Agreement or the Arrangement.
(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, by it.
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Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
ARTICLE 4 TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by
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the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
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Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to injunctive and other equitable relief to prevent breaches
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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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
(Print Name of Witness)
(Signature of Witness)
Pacific Reach Properties Capital Ltd.
(Print Name of Securityholder)
(signed) "Pacific Reach Properties Capital Ltd."
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 3,077,206 |
|---|---|
| Number of Company Preferred Shares Held: | Nil |
| Number of Company Options Held: | Nil |
| Number of Company PSUs Held: | Nil |
| Number of Company RSUs Held: | Nil |
VOTING AND SUPPORT AGREEMENT
THIS AGREEMENT is made as of the 25th day of November, 2025.
BETWEEN:
THE GIUSTRA FOUNDATION
(the "Securityholder")
– and –
BLUE ANT MEDIA CORPORATION
(the "Purchaser")
WHEREAS the Purchaser and Thunderbird Entertainment Group Inc. (the "Company") have entered into an arrangement agreement (as amended, modified, supplemented or waived from time to time, the "Arrangement Agreement") concurrently with the entering into of this Agreement and propose to consummate an arrangement as set forth in the plan of arrangement attached to the Arrangement Agreement (the "Arrangement");
AND WHEREAS subject to the terms and conditions of the Arrangement Agreement, the Purchaser has agreed to acquire, by way of the Arrangement, all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company in exchange for, at the election of the shareholders, either (i) $1.77 in cash per Common Share (subject to proration) or (ii) 0.2165 subordinate voting shares of the Purchaser per Common Share (together, the "Arrangement Consideration");
AND WHEREAS the Securityholder is the registered and/or beneficial owner of that number of securities of the Company set forth on the Securityholder's signature page attached to this Agreement;
AND WHEREAS the Securityholder acknowledges that the execution and delivery of this Agreement by the Securityholder is a condition to entering into the Arrangement Agreement;
NOW THEREFORE this Agreement witnesses that, in consideration of the premises and the covenants and agreements herein contained, the parties hereto agree as follows:
ARTICLE 1
INTERPRETATION
Section 1.1 Definitions
All terms used in this Agreement that are not defined herein and that are defined in the Arrangement Agreement shall have the respective meanings ascribed to them in the Arrangement Agreement.
For the purposes of this Agreement, "Subject Securities" means, with reference to the Securityholder, that number of Common Shares set forth on the Securityholder's signature page attached to this Agreement, being all of the Common Shares owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly, and shall further include: (a) any Company Preferred Shares,
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Company Options, Company PSUs and Company RSUs, as set forth on the Securityholder's signature page attached to this Agreement, if any, being all of the Company Preferred Shares, Company Options, Company PSUs and Company RSUs owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (b) Common Shares issued upon the exercise by the Securityholder of any securities convertible into or exercisable for Common Shares; or (c) securities of the Company otherwise acquired by the Securityholder after the date thereof.
ARTICLE 2
COVENANTS
Section 2.1 General Covenants of the Securityholder
(1) The Securityholder hereby covenants and agrees in favour of the Purchaser that, from the date hereof until the termination of this Agreement in accordance with Article 4, except as permitted by this Agreement:
(a) at any meeting of any securityholders of the Company, including the Company Meeting, called to vote upon the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) with respect to the Arrangement or any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) is sought, the Securityholder shall cause their Subject Securities having voting rights in respect of such matter to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights in respect of such matter in favour of the approval of the Arrangement and any other transactions contemplated by the Arrangement Agreement (or reasonably ancillary thereto) and any other matter necessary for the consummation thereof, and provide their consent or other approval in respect thereof (as applicable);
(b) at any meeting of any securityholders of the Company or at any adjournment or postponement thereof or in any other circumstances upon which a vote, consent or other approval of all or some of the securityholders of the Company is sought (including by written consent in lieu of a meeting), the Securityholder shall cause their Subject Securities having voting rights at such meeting to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) their Subject Securities having voting rights at such meeting against any arrangement agreement or plan of arrangement (other than the Arrangement), merger agreement or merger, consolidation, business combination, sale or transfer of a material amount of assets, amalgamation, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Company or any other Acquisition Proposal, or any amendment of the Company's Constating Documents or other proposal or transaction involving the Company or any of their Subsidiaries, which could reasonably be regarded as being directed towards or likely to impede, delay or prevent the Company Meeting or the successful completion of the Arrangement or which would reasonably be expected to result in a Company Material Adverse Effect;
(c) the Securityholder shall not, directly or indirectly, through any representative, agent or otherwise:
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(i) solicit, assist, initiate, knowingly encourage or otherwise facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than the Purchaser and its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(iii) withdraw, amend, modify or qualify the Securityholder's support, or publicly propose or state an intention to withdraw, amend, modify or qualify the Securityholder's support, of the transactions contemplated by the Arrangement Agreement;
(iv) accept, approve, endorse or recommend, or propose publicly to accept, approve, endorse or recommend, any Acquisition Proposal; or
(v) accept or enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangements in respect of an Acquisition Proposal;
(d) the Securityholder shall 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 the Purchaser and its affiliates) that it is engaged in with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, whether or not initiated by the Securityholder;
(e) the Securityholder shall promptly notify the Purchaser, at first orally, and then as soon as practicable and in any event within 24 hours in writing, if the Securityholder receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or may 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 the Company or any Subsidiary in connection with an Acquisition Proposal, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of the Company or any Subsidiary. Such notice shall include a description of the material terms and conditions of any such Acquisition Proposal, inquiry, proposal, offer or request and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and shall attach copies of all written documents, material or substantive correspondence or other material received in respect of, from or on behalf of any such Persons;
(f) the Securityholder agrees not to directly or indirectly without the prior consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, assign, tender, exchange, grant a participation interest in, gift, option, pledge, hypothecate, grant a security interest in, place in trust or otherwise convey, dispose or encumber (including by way of tendering to a take-over bid) (each, a "Transfer"), or enter into any agreement, understanding, option or other arrangement
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with respect to the Transfer of, any of their Subject Securities to any Person, other than pursuant to the Arrangement Agreement or this Agreement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether formal or informal or by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; (iii) otherwise enter into any agreement or arrangement with any person or entity or commit any act that could limit, restrict or affect the Securityholder's legal power, authority, or right to vote any of their Subject Securities or otherwise prevent or prohibit the Securityholder from performing any of their obligations under this Agreement; or (iv) requisition or join in the requisition of any meeting of any of the securityholders of the Company for the purpose of considering any resolution;
(g) the Securityholder shall not take any other action of any kind, directly or indirectly, which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of the transactions contemplated by the Arrangement Agreement; and
(h) the Securityholder shall not exercise any Dissent Rights or similar rights in respect of any resolution approving the Arrangement or any aspect thereof or matter related thereto and shall not exercise any other securityholder rights or remedies available at common law or pursuant to applicable corporate law or other legislation.
(2) The Securityholder hereby covenants and agrees in favour of the Purchaser that: (a) no later than ten Business Days prior to the date of the Company Meeting, the Securityholder shall duly complete and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Securities having voting rights in respect of the Arrangement to be validly delivered to the Company (or as otherwise directed on such forms prepared by the Company and with a copy to the Purchaser) to cause the Subject Securities to be voted in favour of the approval of the Arrangement and any other matter necessary for the consummation of the Arrangement; and (b) such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent from the Purchaser has been obtained or this Agreement is terminated in accordance with its terms.
(3) Notwithstanding the foregoing, if any director, officer, employee, representative or agent of the Securityholder or of any of its subsidiaries or affiliates (each, a "Representative") is a director of the Company, nothing in this Article 2 will prevent such Representative from acting in accordance with the exercise of his or her fiduciary duties as a director of the Company.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Section 3.1 Representations and Warranties of the Securityholder
The Securityholder hereby represents and warrants to and covenants with the Purchaser as follows, and acknowledges that the Purchaser is relying upon such representations, warranties and covenants in entering into this Agreement and the Arrangement Agreement:
(1) Incorporation; Capacity; Authorization. Where the Securityholder is a corporation, it is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
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Where the Securityholder is an individual, he or she has the requisite power and capacity to execute and deliver this Agreement and to perform his or her obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement of the Securityholder enforceable against the Securityholder 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.
(3) Ownership of Shares and Other Securities. The Securityholder is the sole registered and/or beneficial owner of their Subject Securities. Other than the Subject Securities, the Securityholder does not own or have any interest in any other securities of the Company. The Securityholder is and will be immediately prior to the Effective Time, the registered and/or beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of any and all Liens.
(4) Non-Contravention. The Securityholder is not a party to, bound or affected by or subject to, any charter, articles, by-law or other governing documents (if the Shareholder is a corporation or other entity), contract, provision, statute, regulation, judgment, order, decree or law which would in any material respect be violated, contravened, breached by, or under which any material default would occur as a result of, the execution and delivery of this Agreement or the consummation of any of the transactions provided for in this Agreement.
(5) No Proceedings. There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Securityholder, threatened against or relating to the Securityholder by or before any Governmental Entity that, could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement. The Securityholder is not subject to any outstanding judgment, order, writ, injunction or decree that could be reasonably expected to have, individually or in the aggregate, an adverse effect on the Securityholder's ability to consummate the transactions contemplated by this Agreement or that could be reasonably expected to prevent or delay any of the transactions contemplated by this Agreement or the Arrangement.
(6) No Agreements. No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to this Agreement.
(7) Voting and Sale. The Securityholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to vote) the Subject Securities as contemplated herein. Except as contemplated by this Agreement, none of the Subject Securities is or will be subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement with respect to the right to vote, to call meetings of securityholders or to give consents or approvals of any kind. The Securityholder has the right to sell (or cause to be sold) all of their Subject Securities now held other than as any such sale may be restricted by the terms of such Subject Securities, by it.
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Section 3.2 Representations and Warranties of the Purchaser
The Purchaser represents and warrants to the Securityholder, acknowledging that the Securityholder is relying upon such representations and warranties in entering into this Agreement that:
(1) Incorporation; Authorization. The Purchaser is a corporation duly incorporated and validly existing under the laws of the jurisdiction of its incorporation and has all requisite power, capacity and authority and has received all requisite approvals to execute and deliver this Agreement and to perform its obligations hereunder.
(2) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser enforceable against the Purchaser 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.
ARTICLE 4 TERMINATION
Section 4.1 Termination
(1) This Agreement may be terminated by a written instrument executed by each of the Purchaser and the Securityholder.
(2) This Agreement shall terminate automatically, without any required notice, and be of no further force or effect on the earlier of: (a) the Effective Time; and (b) the date on which the Arrangement Agreement is terminated in accordance with its terms.
(3) If this Agreement is terminated in accordance with this Article 4, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of this Agreement which occurred prior to such termination. The Securityholder shall be entitled to withdraw any form of proxy or voting instruction form in respect of the Arrangement in the event this Agreement is duly terminated in accordance with this Article 4.
ARTICLE 5 GENERAL
Section 5.1 Further Assurances
Each of the Securityholder and the Purchaser will, from time to time, execute and deliver all such further documents and instruments and do all such acts and things as the other party may reasonably require and at the requesting party's cost to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.
Section 5.2 Disclosure
The Securityholder agrees that the details of this Agreement may be described in any press release, information circular or other communication or public disclosure document prepared by the Company or the Purchaser in connection with the Arrangement and in any material change report by
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the Company in connection with the execution and delivery of this Agreement and the Securityholder further agrees to this Agreement being made publicly available, including by filing on SEDAR+, in accordance with applicable securities laws. Except as required by Law or applicable stock exchange requirements or as otherwise permitted by this Agreement, the Securityholder agrees not to make any public announcement or public statements with respect to the transactions contemplated by this Agreement and the Arrangement Agreement without the prior written approval of the Purchaser.
Section 5.3 Time of the Essence
Time is of the essence in this Agreement.
Section 5.4 Governing Law
This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereto irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.
Section 5.5 Entire Agreement
This Agreement, including the schedules hereto and the provisions of the Arrangement Agreement incorporated herein by reference, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties.
Section 5.6 Amendments
This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by all of the parties hereto.
Section 5.7 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.
Section 5.8 Assignment
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 parties, provided that the Purchaser 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, the Purchaser shall continue to be liable joint and severally with such affiliate, as the case may be, for all of its obligations hereunder.
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Section 5.9 Notices
Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:
(a) to the Purchaser at:
Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario M6K 3J8
Attention: Michael MacMillan, Chief Executive Officer
Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]
[Redacted – Personal Information]
with copies (which shall not constitute notice) to:
Bennett Jones LLP
3400 One First Canadian Place
P.O. Box 130
Toronto, Ontario M5X 1A4
Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]
DLA Piper (Canada) LLP
Suite 5100, Bay Adelaide - West Tower
333 Bay Street
Toronto, ON M5H 2R2
Attention: Russel Drew
Email: [email protected]
(b) to the Securityholder, as set forth on the Securityholder's signature page attached to this Agreement.
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 4:00 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 date on which it was delivered or transmitted if it is a Business Day and the delivery or transmission was made prior to 4:00 p.m. (local time in place of receipt) or otherwise on the next Business Day. 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.
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Section 5.10 Injunctive Relief
The Securityholder agrees 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 by it in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Purchaser shall be entitled to 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, this being in addition to any other remedy to which the Purchaser may be entitled at law or in equity.
Section 5.11 Expenses
Each of the parties shall pay its respective legal, financial advisory and accounting costs and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed or prepared pursuant hereto and any other costs and expenses whatsoever and howsoever incurred.
Section 5.12 Independent Legal Advice
The Securityholder hereby acknowledges that it has been afforded with the opportunity to obtain independent legal advice and confirms by the execution and delivery of this Agreement that it has either done so or waived its right to do so in connection with the entering into of this Agreement.
Section 5.13 Counterparts
This Agreement may be executed in one or more counterparts (including PDF) which together shall be deemed to constitute one valid and binding agreement, and delivery of the counterparts may be effected by means of email.
[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.
BLUE ANT MEDIA CORPORATION
By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director
Lara Dauphinee
(Print Name of Witness)
(signed) “Lara Dauphinee”
(Signature of Witness)
The Giustra Foundation
(Print Name of Securityholder)
(signed) “Frank Giustra”
(Signature of Securityholder)
Address of Securityholder:
[Redacted – Personal Information]
Telephone: [Redacted – Personal Information]
Email: [Redacted – Personal Information]
| Number of Common Shares Held: | 5,292,963 |
|---|---|
| Number of Company Preferred Shares Held: | 0 |
| Number of Company Options Held: | 10,000 |
| Number of Company PSUs Held: | 0 |
| Number of Company RSUs Held: | 0 |