SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY
JAN 26 2026
ENTERED
No. S-259220
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288-299 OF THE BUSINESS CORPORATIONS
ACT, S.B.C. 2002, c. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING THUNDERBIRD ENTERTAINMENT GROUP INC.

THUNDERBIRD ENTERTAINMENT GROUP INC.
PETITIONER

ORDER MADE AFTER APPLICATION

(Final Order)

BEFORE $\left{ \begin{array}{l} \text{THE HONOURABLE JUSTICE SHARMA} \ \end{array} \right}$ January 26, 2026

ON THE APPLICATION of the Petitioner, Thunderbird Entertainment Group Inc. ("Thunderbird"), pursuant to section 186 and 288-297 of the Business Corporations Act, SBC 2002, c 57, as amended (the "BCBCA"), coming on for hearing at 800 Smithe Street, Vancouver, British Columbia and UPON HEARING Derek J. Bell and Taryn Urquhart, counsel for the Petitioner and Joseph Blinick, counsel for Blue Ant Media Corporation ("Blue Ant"); and no one appearing on behalf of any other person affected; AND UPON READING the Petition to the Court filed December 8, 2025; AND UPON READING the Interim Order of Associate Judge Peck made on December 10, 2025 (the "Interim Order") and the Order of Associate Judge Bilawich made on January 6, 2026; AND UPON READING the materials filed herein; AND UPON notice of this hearing being given to the holders of common shares of Thunderbird ("Shareholders") and all other securityholders of Thunderbird in the manner set out in the Interim Order; AND UPON the terms of the Interim Order having been complied with and the requisite approval of the Shareholders having been obtained at the special meeting of Shareholders held on January 22, 2026;

AND UPON BEING INFORMED that it is the intention of the parties to rely on section 3(a)(10) of the United States Securities Act of 1933, as amended (the "US Securities Act") and that the declaration of fairness by this Court will serve as the basis for an exemption from the registration requirements of the US Securities Act;

AND UPON CONSIDERING the fairness to the parties affected thereby of the terms and conditions of the Plan of Arrangement, a copy of which is attached hereto as Schedule "A";

THIS COURT ORDERS AND DECLARES that:

Pursuant to ss. 288(2) and 291(4)(a) and 294(4)(b)(i) of the BCBCA, the arrangement (the "Arrangement") of Thunderbird, as set forth in the Plan of Arrangement attached hereto as Schedule "A", shall be and is hereby approved.
The terms and conditions of the Arrangement are substantively and procedurally fair and reasonable to those who will receive securities pursuant to the Arrangement and all other affected persons.
The Arrangement shall be implemented in the manner and sequence set forth in the Plan of Arrangement, and pursuant to ss. 291, 292 and 296 of the BCBCA, the Arrangement will take effect as of the Effective Time (as defined in the Plan of Arrangement).
The Arrangement as set forth in the Plan of Arrangement shall be binding upon Thunderbird and its securityholders upon the taking effect of the Arrangement pursuant to s. 297 of the BCBCA.
The Final Order will serve as the basis for reliance on the exemption from the registration requirements of the US Securities Act, as amended, pursuant to section 3(a)(10) thereof, with respect to the issuance of securities pursuant to the Plan of Arrangement.
Thunderbird shall be at liberty to seek leave to vary this order upon such terms and upon giving such notice as this Court may direct, and to seek the advice and direction of this Court as to the implementation of this Order or to apply for such further order or orders as may be appropriate.
The time for service of this Petition and Notice of Hearing (for Final Order) and the supporting materials in respect thereof, as abridged by the Interim Order, is hereby validated.
Endorsement of the Final Order by counsel appearing on this Petition, except for counsel for the Petitioner, is hereby dispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Signature of Derek J. Bell
☐ party
☑ Lawyer for the petitioner

Schedule "A"
EXECUTION VERSION

BLUE ANT MEDIA CORPORATION

and

THUNDERBIRD ENTERTAINMENT GROUP INC.

ARRANGEMENT AGREEMENT

November 25, 2025

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms ... 2
Section 1.2 Certain Rules of Interpretation ... 17

ARTICLE 2 THE ARRANGEMENT

Section 2.1 Arrangement ... 18
Section 2.2 Interim Order ... 19
Section 2.3 The Company Meeting ... 20
Section 2.4 The Company Circular ... 21
Section 2.5 Final Order ... 24
Section 2.6 Court Proceedings ... 24
Section 2.7 Treatment of Company Preferred Shares, Company Options, RSUs and PSUs ... 25
Section 2.8 Plan of Arrangement and Effective Date ... 25
Section 2.9 Payment of Consideration ... 25
Section 2.10 Adjustments to Consideration ... 26
Section 2.11 Withholding Taxes ... 26
Section 2.12 U.S. Securities Law Matters ... 26
Section 2.13 Tax Matters ... 28

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company ... 28
Section 3.2 Representations and Warranties of the Purchaser ... 29

ARTICLE 4 COVENANTS

Section 4.1 Conduct of Business of the Company ... 29
Section 4.2 Conduct of Business of the Purchaser ... 35
Section 4.3 Covenants Relating to the Arrangement ... 38
Section 4.4 Competition Act Approvals ... 40
Section 4.5 Access to Information; Confidentiality ... 42
Section 4.6 Cooperation Regarding Reorganization ... 43
Section 4.7 Public and Employee Communications ... 44
Section 4.8 Notice and Cure Provisions ... 46
Section 4.9 Insurance and Indemnification ... 46
Section 4.10 TSXV De-listing ... 47
Section 4.11 Appointment of Director to Purchaser's Board of Directors ... 47

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation ... 48
Section 5.2 Notification of Acquisition Proposals ... 49
Section 5.3 Responding to an Acquisition Proposal ... 49
Section 5.4 Purchaser Right to Match ... 50

ARTICLE 6 CONDITIONS

Section 6.1 Mutual Conditions Precedent ... 52
Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser ... 53
Section 6.3 Additional Conditions Precedent to the Obligations of the Company ... 54

(ii)

Section 6.4 Satisfaction of Conditions ... 55
Section 6.5 Frustration of Conditions ... 56

ARTICLE 7 TERM AND TERMINATION ... 56
Section 7.1 Term ... 56
Section 7.2 Termination ... 56
Section 7.3 Effect of Termination/Survival ... 58

ARTICLE 8 GENERAL PROVISIONS ... 58
Section 8.1 Amendments ... 58
Section 8.2 Termination Fee ... 59
Section 8.3 Expenses ... 60
Section 8.4 Privacy Issues ... 61
Section 8.5 Acknowledgment ... 62
Section 8.6 Notices ... 62
Section 8.7 Time of the Essence ... 64
Section 8.8 Injunctive Relief ... 64
Section 8.9 Third Party Beneficiaries ... 64
Section 8.10 Waiver ... 64
Section 8.11 Entire Agreement ... 64
Section 8.12 Successors and Assigns ... 65
Section 8.13 Severability ... 65
Section 8.14 Governing Law ... 65
Section 8.15 Rules of Construction ... 65
Section 8.16 No Liability ... 65
Section 8.17 Counterparts ... 65

SCHEDULE "A" PLAN OF ARRANGEMENT ... A-1
SCHEDULE "B" ARRANGEMENT RESOLUTION ... B-1
SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF THE COMPANY ... C-1
SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ... D-1

ARRANGEMENT AGREEMENT

THIS AGREEMENT is made as of November 25, 2025,

AMONG:

BLUE ANT MEDIA CORPORATION, a corporation existing under the federal laws of Canada

(the "Purchaser")

and -

THUNDERBIRD ENTERTAINMENT GROUP INC., a company existing under the laws of the Province of British Columbia

(the "Company")

WHEREAS:

(a) The Purchaser proposes to acquire all of the Company Shares (as defined herein) pursuant to the Plan of Arrangement (as defined herein) under the provisions of the Business Corporations Act (British Columbia), as provided in this Agreement;

(b) The Company Strategic Review Committee (as defined herein) has unanimously determined, after receiving financial and legal advice (including the Fairness Opinion (as defined herein)), (i) that the Arrangement (as defined herein) is fair to the Company Shareholders, (ii) that the Arrangement and the entering into of this Agreement is in the best interests of the Company, and (iii) have recommended to the Board (as defined herein) that the Board approve the Arrangement and this Agreement and recommend that Company Shareholders vote in favour of the Arrangement Resolutions;

(c) The Board has unanimously (with Jennifer McCarron abstaining) determined, after receiving the recommendation of the Company Strategic Review Committee referenced in (b) above, as well as financial and legal advice (including the Fairness Opinion), (i) that the Arrangement is fair to the Company Shareholders, (ii) that the Arrangement and the entering into of this Agreement is in the best interests of the Company, and (iii) has approved the Arrangement and this Agreement and has agreed to unanimously (with Jennifer McCarron abstaining) recommend that the Company Shareholders vote in favour of the Arrangement Resolution (as defined herein) to be approved by the Company Shareholders at the Company Meeting (as defined herein), on the terms and subject to the conditions of this Agreement;

(d) The Purchaser has entered into the Voting Support Agreements (as defined herein) with the Company Supporting Shareholders (as defined herein) pursuant to which, among other things, such Company Supporting Shareholders have agreed, subject to the terms and conditions thereof, to vote the Company Shares held by them in favour of the Arrangement Resolution;

(e) The board of directors of the Purchaser has unanimously determined, after receiving legal and financial advice, that the Arrangement is in the best interests of the Purchaser and has unanimously approved this Agreement;

(f) The Purchaser has obtained and delivered to the Company evidence of the written approval of the transactions contemplated by this Agreement by the Key Shareholder (the "Key Shareholder Approval"), which represents the majority of shares of the Purchaser entitled to vote on the transactions contemplated by this Agreement; and

(g) The TSX (as defined herein) has provided the TSX Confirmation (as defined herein) to the Purchaser.

NOW THEREFORE, in consideration of the covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms

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

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal or inquiry from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser), whether written or oral, received by the Company after the date of this Agreement relating to: (i) any direct or indirect sale, disposition alliance or joint venture (or any lease, license, long-term supply agreement or other arrangement having the same economic effect as a sale, disposition, alliance or joint venture), through one or more related transactions of assets representing 20% or more of the consolidated assets or contributing 20% or more of the aggregate annual revenue of the Company and its Subsidiaries; (ii) any direct or indirect takeover bid, tender offer, exchange offer, treasury issuance or other similar transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities (including securities convertible into or exercisable or exchangeable for voting or equity securities) of the Company or any of its Subsidiaries (assuming, if applicable, the conversion, exchange or exercise of such securities convertible into or exchangeable or exercisable for such voting or equity securities); (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, or other similar transaction or series of related transactions involving the Company or any of its Subsidiaries; or (iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

"Action" means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit, contractual dispute resolution process or other proceeding (whether civil, administrative, contractual, quasi-criminal or criminal) before any Governmental Entity against or involving such Person or its business or affecting its assets.

"affiliate" has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators.

"Agreement" means this arrangement agreement between the Purchaser and the Company (including the Schedules hereto, the Company Disclosure Letter and Purchaser Disclosure Letter) as it may be amended, modified or supplemented from time to time in accordance with its terms.

"AI Technologies" means any deep learning, machine learning, and other artificial intelligence technologies, including without limitation any and all: (a) proprietary algorithms, software, or systems that

make use of or employ neural networks, statistical learning algorithms (such as linear and logistic regression, support vector machines, random forests, or k-means clustering), or reinforcement learning; and (b) proprietary artificial intelligence and related hardware or equipment.

"ARC" means an advance ruling certificate under section 102(1) of the Competition Act.

"Arrangement" means an arrangement pursuant to the provisions of Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement, the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Arrangement Resolution" means the special resolution approving the Plan of Arrangement to be considered at the Company Meeting by Company Shareholders, substantially in the form set out in Schedule "B".

"Arrangement Securities" means all securities to be issued by the Purchaser pursuant to the Arrangement, including the aggregate Purchaser Share Consideration and the Replacement Options.

"associate" has the meaning specified in the Securities Act (British Columbia).

"Authorization" means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person, whether by expiry or termination of an applicable waiting period or otherwise, that is binding upon or applicable to such Person, or its business, assets or securities.

"Award" means any judgment, decree, injunction, ruling, award, decision or order of any Governmental Entity.

"BAMI" means Blue Ant Media Inc., a wholly-owned Subsidiary of the Purchaser.

"BCBCA" means the Business Corporations Act (British Columbia), including the regulations promulgated thereunder.

"BMO Credit Agreement" means the second amended and restated credit agreement dated August 1, 2025 among the Purchaser, BAMI and Bank of Montreal, as administrative agent, and the lenders party thereto.

"BMO Credit Facility" means, collectively, the Purchaser's and its Subsidiaries' existing facilities and arrangements (including any related guarantee, security, intercreditor or fee letters) under the BMO Credit Agreement, and any amendments, supplements, restatements or other modifications of, or successions to, any of the foregoing (including any incremental, accordion or sidecar facilities), together with any related guarantee, security, intercreditor or fee letters.

"Books and Records" means books and records of a Party and its Subsidiaries including financial, corporate, operations and sales books and records, sales and purchase records, lists of suppliers and customers, formulae, business reports, production and project slate, and material plans and projections and all other material documents, records, plans, files, records, assessments, correspondence, and other material data and information, financial or otherwise, including all material data, information and databases stored on computer-related or other electronic media.

"Breaching Party" has the meaning ascribed thereto in Section 4.8(3).

"Business Day" means any day, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Vancouver, British Columbia.

"Cash Consideration" means $1.77 per Company Share payable in cash, subject to proration as provided in the Plan of Arrangement.

"Cash Election" has the meaning set forth in the Plan of Arrangement.

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

"Closing Certificate" means a certificate in the form attached hereto as Appendix "A" to the Plan of Arrangement.

"Collective Agreements" means, with respect to any Person, collective agreements (including expired collective agreements which have not been renewed) and related documents, including benefit agreements, letters of understanding, letters of intent and other written communications (including arbitration awards), by which such Person is bound or which impose any obligations upon such Person or set out the understanding of the parties or an interpretation with respect to the meaning of any provisions of such collective agreements;

"Commissioner" means the Commissioner of Competition appointed pursuant to subsection 7(1) of the Competition Act or his or her designee;

"Company" means Thunderbird Entertainment Group Inc., a company existing under the laws of the Province of British Columbia.

"Company Board" means the board of directors of the Company as constituted from time to time.

"Company Board Recommendation" has the meaning ascribed thereto in Section 2.4(2).

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

"Company Credit Facilities" means, collectively, (a) the Company's and its Subsidiaries' existing credit, loan, letter of credit, swingline, overdraft, cash management and other financing facilities and arrangements (including any related guarantee, security, intercreditor or fee letters) with banks or other financial institutions; and (b) any amendments, supplements, restatements or other modifications of, or successions to, any of the foregoing (including any incremental, accordion or sidecar facilities), together with any related guarantee, security, intercreditor or fee letters, as disclosed in Schedule 1.1 of the Company Disclosure Letter.

"Company Data Room" means the material contained in the virtual data room established by the Company as at 5:00 p.m. on November 23, 2025.

"Company Disclosure Letter" means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Company to the Purchaser with this Agreement.

"Company Employees" means the employees of the Company or any of its Subsidiaries.

"Company Filings" means all documents publicly filed by or on behalf of the Company on SEDAR+ since January 1, 2024.

"Company Incentive Plans" means, collectively, the Company Legacy Option Plan, the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company Legacy Incentive Plan" means the Employee Plan that is the Company's equity incentive compensation plan which was last approved by Company Shareholders on December 12, 2024.

"Company Legacy Option Plan" means the Employee Plan that is the Company's rolling 10% stock option plan which was last approved by Company Shareholders on December 12, 2024.

"Company Material Adverse Effect" means any change, event, occurrence, effect, state of facts, development and/or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts, developments or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Company and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts, development or circumstance resulting from or arising in connection with:

(a) any change, event, occurrence, effect, state of facts, development or circumstance affecting any of the industries in which the Company or any of its Subsidiaries operate;

(b) any change, event, occurrence, effect, state of facts, development or circumstance in or relating to global, national or regional political conditions or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;

(c) any change, event, occurrence, effect, state of facts, development or circumstance resulting from any outbreak of hostilities or declared or undeclared war;

(d) any natural disaster, epidemic, pandemic or disease outbreak;

(e) any changes in applicable regulatory accounting requirements applicable to the industries in which the Company and its Subsidiaries conduct business, including IFRS;

(f) any adoption, proposal, implementation or change in Law or any interpretation, application or non-application of any Laws by any Governmental Entity;

(g) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is required or expressly permitted to be taken pursuant to this Agreement (excluding any obligation to act in the Ordinary Course) or that is requested or consented to by the Purchaser in writing;

(h) the announcement of the execution of this Agreement or the transactions contemplated herein;

(i) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates (it being understood that the causes underlying such failure may be taken into account in determining whether a Company Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition); or

(j) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Company Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition), or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade;

provided, however, that (A) with respect to clauses (a) through to and including (f), such matter does not have a materially disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Company and/or its Subsidiaries operate, in which case the relevant exclusion from the definitions of "Company Material Adverse Effect" referred to in clauses (a) through and including (f) above will not be applicable, and (B) unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a "Company Material Adverse Effect" has occurred.

"Company Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

"Company Omnibus Plan" means the Employee Plan that is Company's omnibus share compensation plan which was approved by Company Shareholders on December 12, 2024.

"Company Optionholders" means the holders of Company Options.

"Company Options" means options to purchase Company Shares issued pursuant to the Company Legacy Option Plan.

"Company Preferred Share" means a preferred share of the Company.

"Company Preferred Shareholders" means the holders of the Company Preferred Shares.

"Company PSU Holders" means the holders of Company PSUs.

"Company PSUs" means the outstanding performance share units issued pursuant to the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company RSU Holders" means the holders of Company RSUs.

"Company RSUs" means the outstanding restricted share units issued pursuant to the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company Securityholders" means the Company Shareholders, Company Preferred Shareholders, Company Optionholders, Company PSU Holders and Company RSU Holders.

"Company Share" means a common share of the Company.

"Company Shareholders" means the holders of the Company Shares.

"Company Strategic Review Committee" means the strategic review committee of the Company Board comprised of independent directors.

"Company Supporting Shareholders" means Voss Capital LLC, Frank Giustra (for and on behalf of himself and The Giustra Foundation and Fiore Financial Corporation), and each of the directors and officers of the Company.

"Competition Act" means the Competition Act (Canada).

"Competition Act Approval" means the occurrence of one or more of the following with respect to the transactions contemplated by this Agreement: (a) an ARC shall have been received; (b) both of (i) the relevant waiting period under section 123 of the Competition Act shall have expired or been terminated or the notification requirement shall have been waived pursuant to section 113(c) of the Competition Act, and (ii) unless such requirement is waived in writing by the Purchaser, the Commissioner shall have issued (and not rescinded or amended) a No-Action Letter.

"Confidentiality Agreement" means the confidentiality agreement between BAMI and the Purchaser dated April 14, 2025.

"Consideration" means, with respect to each Company Share, (i) the Cash Consideration and/or (ii) the Purchaser Share Consideration, in each case subject to proration in accordance with the Plan of Arrangement.

"Constating Documents" means, with respect to any Person, such Person's notice of articles or articles of incorporation, amalgamation, or continuation, as applicable, and articles or by-laws, as applicable, and all amendments to such notice of articles, articles or by-laws.

"Contract" means any written or oral agreement, commitment, engagement, contract, franchise, licence, lease, sublease, obligation, note, bond, mortgage, indenture, deferred or conditioned sale agreement, general sales agent agreement, undertaking or joint venture, in each case, together with any amendment, modification or supplement thereto, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

"Court" means the Supreme Court of British Columbia.

"Current Productions" means the film, television, digital media, and other audio-visual works that are currently in active production and have been formally greenlit, and that are produced, co-owned and/or in respect of which production services are rendered by the Company and/or any of its Subsidiaries, as set forth in Section 1.1 of the Company Disclosure Letter, and shall continue to be deemed "Current Productions" until the earlier of (a) satisfaction of all final material obligations relating to such production or (b) receipt of the applicable production tax credits.

"Data Protection Laws" means with respect to any Person any applicable Laws relating to (i) the privacy of users of the products or services of such Person and all internet websites owned, maintained or operated by such Person, and (ii) any other applicable data protection and privacy Laws, including those regarding the Processing of Personal Information, (in each case, as may be amended or re-enacted) including but not limited to the Personal Information Protection and Electronic Documents Act and equivalent provincial legislation, and (iii) direct marketing, e-mails, text messages or telemarketing, including the federal Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian

Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (CASL), as amended or supplemented from time to time, and any regulations promulgated thereunder.

"Depository" means Odyssey Trust Company, or such other Person as the Parties may appoint in connection with the Arrangement for the purposes of receiving deposits of certificates formerly representing Company Shares and paying the Consideration.

"Dissent Rights" means the rights of dissent of the registered Company Shareholders as of the record date for the Company Meeting in respect of the Arrangement Resolution as described in the Plan of Arrangement.

"Effective Date" means the date specified as the "Effective Date" on the Closing Certificate upon which the Arrangement becomes effective.

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as the Parties agree to in writing before the Effective Date.

"Employee Plans" means all health, dental or other medical, life, disability or other insurance (whether insured or self-insured) welfare, mortgage insurance, employee loan, employee assistance, supplemental unemployment benefit, bonus, profit sharing, option, incentive, incentive compensation, commission, deferred compensation, share purchase, share compensation, share appreciation, other equity incentive, pension, retirement, savings, supplemental retirement, severance, termination pay, retention, change of control, and other plans, programs, practices, policies, agreements or arrangements (whether written or unwritten) for the benefit of Company Employees, officers, directors, contractors or consultants of the Company or any of its Subsidiaries or former employees, officers, directors, contractors or consultants of the Company or any of its Subsidiaries, or their respective dependents or beneficiaries, which are sponsored, administered or maintained by or binding upon the Company or any of its Subsidiaries, to which the Company or any of its Subsidiaries contributes or is required to contribute, or in respect of which the Company or any of its Subsidiaries has any actual or potential liability.

"Environmental Laws" means all Laws and agreements with Governmental Entities and all other statutory requirements relating to public health and safety, noise control, pollution, reclamation or the protection of the environment, and all Authorizations issued pursuant to such Laws, agreements or other statutory requirements.

"Fairness Opinion" means the opinion of Canaccord Genuity Corp., as financial advisor to the Company Strategic Review Committee, to the effect that, as of the date of such opinion, and subject to the assumptions made and limitations and qualifications included therein, the Consideration to be received by the Company Shareholders is fair, from a financial point of view, to such holders.

"Final Order" means the final order of the Court made pursuant to Section 291 of the BCBCA, after a hearing upon the fairness of the terms and conditions of the Arrangement, in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, (iv) any stock exchange, or (v) any arbitration panel or arbitrator deciding or resolving contractual disputes or interpreting any provisions of a Contract.

"IFRS" means generally accepted accounting principles as set out in the CPA Canada Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

"Industry Unions" means ACTRA Performers' Rights Society, Screen Actors Guild – American Federation of Television and Radio Artists, the Directors' Guild, the Writers Guild, the International Alliance of Theatrical Stage Employees, NABET, Canadian Federation of Musicians, and any other similar union, guild or organization, including in respect of media productions or otherwise.

"Information Technology" means, with respect to any Person, Software, physical or virtualized computer hardware, platforms, information technology systems, networks, equipment, specialized technology equipment rooms, data, databases, data archives, electronic devices, firmware, middleware, servers, workstations, routers, hubs, switches, data communications lines, websites, and all systems, platforms, networks and equipment related to data processing or management (including any Processing of Personal Information), recordkeeping, communication and telecommunication, which are owned or leased by such Person, and all documentation relating to any of the foregoing.

"Intellectual Property" means domestic and foreign intellectual property rights, whether registered or not, owned, licensed, used or held by a Person, including: (a) inventions, patents, applications for patents and reissues, divisions, continuations, re-examinations, renewals, extensions and continuations-in-part of patents or patent applications; (b) copyrights, copyright registrations and applications for copyright registration, published and unpublished works including software, audiovisual works, collective works, software, dramatic works, literary works, musical works, sound recordings, and any registrations or applications for registration in respect of such work; (c) mask works, mask work registrations and applications for mask work registrations and integrated circuit topographies and similar rights; (d) designs and similar rights, design registrations, design registration applications; (e) trade names, business names, corporate names, domain names, website names and world wide web addresses, common law trade-marks, trade-mark registrations, trade mark applications, catch-phrases, trade dress and logos, and the goodwill associated with any of the foregoing; and (f) trade secrets, confidential information and know how.

"Interim Order" means the interim order of the Court made pursuant to Section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"Key Shareholder" means the sole holder of the Purchaser Multiple Voting Shares and Purchaser Restricted Voting Shares.

"Key Shareholder Approval" has the meaning ascribed thereto in the recitals.

"Key Shareholder Support Agreement" means the support agreement dated on or before the date hereof between the Company and the Key Shareholder pursuant to which, among other things, the Key Shareholder, subject to the terms and conditions thereof, approves and consents to the Arrangement and the transactions contemplated by this Agreement and to otherwise support the transactions contemplated by this Agreement.

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"Law" means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, Award, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated, rendered, issued, ordered or applied by a Governmental Entity that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Entity, as amended unless expressly specified otherwise.

"Licensed-In IP" means Intellectual Property owned by Persons other than the Company or any of its Subsidiaries, and used by the Company or any of its Subsidiaries pursuant to a valid, written agreement other than commercially available off-the-shelf software.

"Licensed-Out IP" means Owned IP used by Persons other than the Company or any of its Subsidiaries pursuant to a valid, written agreement with the Company and/or any of its Subsidiaries as licensor.

"Liens" means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim or lien (statutory or otherwise), leases, title retention agreements, restrictions, easements, rights-of-way, options or adverse claims or encumbrances of any kind or character whatsoever, in each case, whether contingent or absolute.

"Matching Period" has the meaning ascribed thereto in Section 5.4(1)(d).

"Material Contract" means any Contract to which the Company or any of its Subsidiaries is a party that falls within any of the following categories: (i) any Contract that involves, or is reasonably expected to involve, aggregate payments to be made by, or amounts receivable by, the Company or any of its Subsidiaries in excess of $2,000,000 in any fiscal year or $2,000,000 in the aggregate over the remaining term; (ii) any Contract still in effect under which the Company or any of its Subsidiaries made or received payments in excess of $2,000,000 in the aggregate during the most recently completed fiscal year, excluding (A) production costs that are or were part of an approved production budget, and (B) license fees or production fees payable solely in respect of productions that are not Current Productions; (iii) any Contract providing for the acquisition or disposition, completed (that was consummated within the past three years) or pending, directly or indirectly (by merger, amalgamation or otherwise), of any portion of its business, assets, capital stock or other equity interests of any Person and where (A) the purchase price, agreed value or fair market value exceeds $2,000,000, or (B) the Company or any of its Subsidiaries has obligations arising from current indemnity claims, earn-out obligations or other contingent payment obligations that could reasonably be expected to exceed $2,000,000 in the aggregate; provided that licenses of Intellectual Property in the Ordinary Course are excluded; (iv) any Contract (A) for indebtedness for borrowed money or the issuance of debt securities, (B) that creates a Lien (other than Permitted Liens), or (C) that provides for any guaranty, keep well, letter of credit reimbursement, comfort letter or similar support of another Person's obligations; but excluding any production financing, cash-flow loans and related security or interparty agreements entered into in the Ordinary Course for Current Productions with aggregate committed principal amount less than $2,000,000; (v) any Contract that obligates the Company or any of its Subsidiaries to make any (or any series of related) production expenditures, development expenditures or commitments relating thereto (excluding any development costs funded by a third party or production costs included in an approved production budget) in excess of $5,000,000 in the aggregate (or any series of related agreements exceeding $5,000,000); (vi) any Contract relating to a Current Production that forms part of the financing plan for such Current Production; (vii) any shareholder, joint venture, partnership, strategic alliance or similar agreement; (viii) any profit-sharing or similar agreement (including for the development or operation of digital channels or content), in each case, to which the Company or any of its Subsidiaries is a party pursuant to which, the Company or such Subsidiary is or may be required to contribute cash, assets or services with an aggregate Contract value exceeding $2,000,000 over the term or

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that imposes uncapped capital call obligations; (ix) any Contract that creates an exclusive dealing arrangement (other than production-specific exclusivities), or grants a right of first offer, right of first refusal, "most favoured nations" or similar rights that impose material restrictions on the Company or any of its Subsidiaries (other than such restrictions that are imposed on a single, identified production, series or title or any derivatives thereof in the Ordinary Course); (x) any Contract that restricts the Company or any of its Subsidiaries from competing with any Person in any business line or geographic area, or from soliciting or hiring employees, agents, vendors or customers, in each case other than (A) customary limited-scope restrictions in production-specific agreements, or (B) restrictions applicable only to a single production, series or title; or (xi) any Contract which, if terminated or not renewed by a counterparty (other than due to a default by the Company or any of its Subsidiaries), would reasonably be expected to have a Company Material Adverse Effect, and in each case; provided that "Material Contracts" shall not include (1) any Contract relating to an Employee Plan, (2) purchase orders or subscriptions for commercially available, off-the-shelf software entered into in the Ordinary Course, (3) Contracts for production costs that are or were part of an approved production budget in the Ordinary Course, provided that the aggregate maximum liability of the Company and its Subsidiaries under such Contract does not exceed $2,000,000, (4) renewals, extensions or replacements of enterprise-wide or studio-standard software, cloud, hosting or IT infrastructure agreements entered into in the Ordinary Course (including Google and core animation production tools), (5) performance guarantees in respect of productions delivered more than two years prior to the date of this Agreement, and (6) individual employment, independent contractor or consulting agreements entered into in the Ordinary Course.

"MI 61-101" means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

"Misrepresentation" has the meaning ascribed thereto under Securities Laws.

"No-Action Letter" means a notice in writing by the Commissioner that the Commissioner does not, at that time, intend to make an application under section 92 of the Competition Act in respect of the transactions contemplated by this Agreement.

"Ordinary Course" means, with respect to an action taken by a Person or any of its Subsidiaries, that such action is consistent in nature and scope with the past practices of such Person or such Subsidiary and is taken in the ordinary course of the normal day-to-day operations of the business of such Person or such Subsidiary.

"Outside Date" means August 25, 2026 or such later date as may be agreed to in writing by the Parties.

"Owned IP" means any Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

"Parties" means, collectively, the Company and the Purchaser and "Party" means either of them.

"Permitted Liens" means, as of any particular time and in respect of any Person, each of the following Liens: (a) the Liens listed in Section 1.1 of such Person's Disclosure Letter; (b) Liens for Taxes, assessments and governmental charges that are due but are being contested in good faith by appropriate proceedings and in respect of which adequate provision for related monetary obligation has been made or Taxes, assessments and governmental charges that are not yet due and payable; (c) in respect of real property, minor title defects, irregularities, servitudes, easements, restrictions, encroachments, covenants, rights-of-way and other similar rights or any interest therein, provided the same are not, individually or in the aggregate, of such nature as to materially adversely affect the use or operation of the property subject thereto; (d) in respect of real property, the reservations in any original grants from the Crown of any real property or

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interest therein which do not, individually or in the aggregate, materially adversely affect the use or operation of the real property subject thereto; (e) Liens or rights reserved in any lease for rent or for compliance with the terms of such lease, and customary assignments of insurance or proceeds to landlords (or their mortgagees); (f) statutory or inchoate encumbrances of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar encumbrances granted or which arise in the Ordinary Course and which relate to obligations not yet due or delinquent or that are being contested in good faith, and for which adequate reserves or bonds have been posted, if required by Law; (g) Liens customarily granted or incurred in the Ordinary Course (including in connection with the development and production of a show) with regard to goods provided or services rendered by production houses, laboratories, record warehouses, optical and sound houses, post-production facilities and suppliers of materials or equipment or Industry Unions; (h) Liens arising in the Ordinary Course under Contracts with broadcasters, licensees, licensors and distributors in favour of such broadcasters, licensees, licensors and distributors to secure, among other things, covenants, rights, obligations, liabilities, debts, rights (in Intellectual Property or otherwise) and the performance of the obligations of such Party or any of its Subsidiaries to such broadcasters, licensees, licensors and distributors and, if applicable, the quiet enjoyment of the rights granted to such broadcasters, licensees, licensors and distributors and, if applicable, the right to recoup any advances and minimum guarantees paid by such broadcasters, licensees and distributors; (i) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the Ordinary Course; (j) Liens arising by operation of Law in favour of banking or financial institutions by way of rights of set-off, netting, recoupment or similar rights, and Liens in favour of banking or financial institutions on deposits, securities accounts or cash management arrangements, in each case in the Ordinary Course; or (k) Liens arising under or to secure obligations in respect of Authorizations, franchises, approvals or licenses in the Ordinary Course and not securing Indebtedness for borrowed money ; and, in each case, that do not individually or in the aggregate materially impair the use or operation of the applicable property.

"Person" includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including any Governmental Entity), syndicate or other entity, whether or not having legal status.

"Personal Information" means information about an identifiable individual, including information that is considered "personally identifiable information", "personal information" or "personal data" under applicable Data Protection Laws.

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

"Pre-Acquisition Reorganization" has the meaning ascribed thereto in Section 4.6.

"Preferred Share Retraction" means the retraction, redemption or purchase for cancellation (however characterized under the Company's Constating Documents) of Company Preferred Shares (excluding, for greater certainty, any Company Preferred Shares that have been duly converted into Company Shares in accordance with their terms) by the Company in accordance with Section 2.7 hereof and the terms of such shares and the Company's Constating Documents, including the payment of any amounts payable in connection therewith.

"Privacy Policy" means any past or present public-facing policy, notice or statement concerning the privacy, security or Processing of Personal Information.

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"Process" or "Processing" means any operation performed on Personal Information, including the collection, creation, receipt, access, use, processing, handling, compilation, analysis, monitoring, maintenance, storage, transmission, transfer, protection, disclosure, destruction or disposal of Personal Information.

"Purchaser" means Blue Ant Media Corporation, a corporation existing under the federal laws of Canada.

"Purchaser Data Room" means the material contained in the virtual data room established by the Purchaser as at 5:00 p.m. on November 23, 2025.

"Purchaser Disclosure Letter" means the disclosure letter dated the date of this Agreement and all schedules, exhibits and appendices thereto, delivered by the Purchaser to the Company with this Agreement.

"Purchaser Filings" means Appendices H, I, I-1, I-2, J and K (including the documents incorporated by reference therein) of the management information circular of the Purchaser's predecessor, Boat Rocker Media Inc., filed on SEDAR+ under the Purchaser's profile on May 9, 2025, and all other documents publicly filed by or on behalf of the Purchaser on SEDAR+ since August 1, 2025.

"Purchaser Material Adverse Effect" means any change, event, occurrence, effect, state of facts, development and/or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, states of facts, developments or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, condition (financial or otherwise) or liabilities (contingent or otherwise) of the Purchaser and its Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts, development or circumstance resulting from or arising in connection with:

(a) any change, event, occurrence, effect, state of facts, development or circumstance affecting any of the industries in which the Purchaser or any of its Subsidiaries operate;

(c) any change, event, occurrence, effect, state of facts, development or circumstance resulting from any outbreak of hostilities or declared or undeclared war;

(d) any natural disaster, epidemic, pandemic or disease outbreak;

(e) any changes in applicable regulatory accounting requirements applicable to the industries in which the Purchaser and its Subsidiaries conduct business, including IFRS;

(f) any adoption, proposal, implementation or change in Law or any interpretation, application or non-application of any Laws by any Governmental Entity;

(g) any action taken (or omitted to be taken) by the Purchaser or any of its Subsidiaries which is required or expressly permitted to be taken pursuant to this Agreement (excluding any obligation to act in the Ordinary Course) or that is requested or consented to by the Company in writing;

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(h) the announcement of the execution of this Agreement or the transactions contemplated herein;

(i) the failure of the Purchaser to meet any internal, published or public projections, forecasts, guidance or estimates (it being understood that the causes underlying such failure may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition); or

(j) any change in the market price or trading volume of any securities of the Purchaser (it being understood that the causes underlying such change in market price or trading volume may be taken into account in determining whether a Purchaser Material Adverse Effect has occurred, to the extent not otherwise excepted by another clause of this definition), or any suspension of trading in securities generally on any securities exchange on which any securities of the Purchaser trade;

provided, however, that (A) with respect to clauses (a) through to and including (f), such matter does not have a materially disproportionate effect on the Purchaser and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries in which the Purchaser and/or its Subsidiaries operate, in which case the relevant exclusion from the definitions of "Purchaser Material Adverse Effect" referred to in clauses (a) through and including (f) above will not be applicable, and (B) unless expressly provided in any particular section of this Agreement, references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a "Purchaser Material Adverse Effect" has occurred.

"Purchaser Multiple Voting Shares" means the multiple voting shares in the capital of the Purchaser.

"Purchaser Restricted Voting Shares" means the restricted voting shares in the capital of the Purchaser.

"Purchaser Share" means a subordinate voting share in the capital of the Purchaser.

"Purchaser Share Consideration" means, in respect of each Company Share, 0.2165 of a Purchaser Share for each Company Share, subject to proration as provided in the Plan of Arrangement.

"Regulatory Termination Fee" has the meaning ascribed thereto in Section 8.2(4).

"Regulatory Termination Fee Event" has the meaning ascribed thereto in Section 8.2(4).

"Replacement Options" means options to acquire Purchaser Shares to be issued in replacement of the Company Options outstanding immediately prior to the Effective Time, in accordance with the Plan of Arrangement.

"Representatives" has the meaning ascribed thereto in Section 5.1(1).

"Required Approval" has the meaning specified in Section 2.2(1)(b).

"Retraction Notices" means the written notices of retraction (and any related notices, forms or instruments) to be delivered by the Company to the Company Preferred Shareholders initiating or facilitating the Preferred Share Retraction in accordance with the Company's Constating Documents.

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

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"Securities Authorities" means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

"Securities Laws" means the Securities Act (British Columbia) and any other applicable Canadian provincial and territorial securities Laws, rules, regulations and published policies thereunder, and the rules and published policies of the TSXV and TSX.

"Security Incident" means unauthorized access, disclosure, use, loss, alteration, destruction, compromise or Processing of information.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval+ maintained on behalf of the Securities Authorities.

"Service Productions" means any intellectual property, which is not Owned IP, and is produced or created by the Company or its Subsidiaries for third parties.

"Software" means all, excluding commercially available off-the-shelf, software, computer software, programs and databases, in any form, compilations, tool sets, application programming interfaces, libraries, data compilers, higher level or "proprietary" language, scripts and macros, including Internet web sites, web content, member or user lists and information associated therewith, links, firmware, middleware, embedded code, operating systems and specifications, data, database management code, utilities, graphical user interfaces, menus, images, icons, forms, methods of processing, software engines, and platforms, all versions, updates, corrections, enhancements, replacements and modifications of the foregoing and all related documentation, diagrams, descriptions and programs, computer print-outs, underlying tapes and materials, whether in source code or object code.

"Stock Exchange Approval" means the conditional approval of the TSX to list and post for trading the Purchaser Shares to be issued pursuant to the Arrangement, subject only to the Purchaser providing the TSX such required documentation as is customary in the circumstances.

"Subject Securities" has the meaning specified in Section 2.2(2).

"Subsidiary" has the meaning ascribed thereto in Section 1.1 of National Instrument 45-106 – Prospectus Exemptions.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal from a Person or group of Persons who is at arm's length with the Company (as defined in MI 61-101) to acquire not less than all of the outstanding Company Shares or all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis that: (a) complies with applicable Laws (including Securities Laws) and did not result from or involve a breach of Article 5; (b) the Company Board determines, in good faith, after receipt of advice from its financial advisers and outside legal counsel, is reasonably capable of being completed without undue delay, taking into account, all financial, legal, regulatory and other aspects of such proposal and the Person or group of Persons making such proposal and their respective affiliates (including the identity of the Person or Persons, and their affiliates, making such proposal); (c) is not subject to any financing condition and in respect of which it has been demonstrated to the satisfaction of the Company Board, acting in good faith judgment, after receiving advice from its financial advisors and outside legal counsel, that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal; (d) that is not subject to a due diligence or access condition; and (e) the Company Board determines in good faith, after receipt of advice from financial advisors and outside legal counsel and upon recommendation of the Company Strategic Review Committee and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory

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and other aspects of such Acquisition Proposal and the Person or group of Persons making such Acquisition Proposal, would, if consummated in accordance with its terms and taking into account the risk of non-completion and other factors deemed relevant by the Company Board (including the identity of the Person or Persons, and their affiliates, making such Acquisition Proposal), result in a transaction which is more favourable, from a financial point of view, to the Company Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2)).

"Superior Proposal Notice" has the meaning ascribed thereto in Section 5.4(1)(b).

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended.

"Tax Credits" means the Canadian film or video production tax credit under section 125.4 of the Tax Act, the film or video productions tax credit under section 125.5 of the Tax Act, the Ontario film and television tax credit under section 91 of the Taxation Act, 2007 (Ontario), the Ontario production services tax credit under section 92 of the Taxation Act, 2007 (Ontario), the basic tax credit under section 80 of the Income Tax Act (British Columbia), the production services tax credit under section 82.1 of the Income Tax Act (British Columbia) and such other substantially similar federal or provincial tax credits.

"Tax Returns" includes all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

"Taxes" means all taxes, assessments, charges, dues, duties, rates, fees imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes and charges, sales taxes, use taxes, ad valorem taxes, value added taxes, subsoil use or extraction taxes and ownership fees, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, health taxes, payroll taxes, employment taxes, Canada or Québec Pension Plan and other government pension plan premiums or contributions, excise, severance, social security, workers' compensation, employment insurance or compensation taxes, contributions or premiums, mandatory pension and other social fund taxes or premiums, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, harmonized sales tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, and any instalments in respect thereof, together with any interest, fines and any penalties or additional amounts imposed by any Governmental Entity (domestic or foreign) on such entity, and any interest, fines, penalties, additional taxes and additions to tax imposed with respect to the foregoing and including any amount in respect of the foregoing as a transferee or successor, guarantor or surety or in a similar capacity under any contract, arrangement, agreement, understanding, or commitment (whether written or oral) or by operation of law and any liability for the payment of any Taxes described herein as a result of being a member of an affiliated, consolidated, combined or unitary group for any period or as a result of any Tax sharing or Tax allocation agreement, arrangement or understanding.

"Terminating Party" has the meaning ascribed thereto in Section 4.8(3).

"Termination Fee" has the meaning ascribed thereto in Section 8.2(1).

"Termination Fee Event" has the meaning ascribed thereto in Section 8.2(1).

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"Termination Notice" has the meaning ascribed thereto in Section 4.8(3).

"Third Party Beneficiaries" has the meaning ascribed thereto in Section 8.9(1).

"TSX" means the Toronto Stock Exchange.

"TSX Confirmation" means the written confirmation from the TSX to the Purchaser received prior to the date hereof that the Key Shareholder Approval is sufficient in connection with the Arrangement and the transactions contemplated by this Agreement and that no further approval of the securityholders of the Purchaser is necessary to consummate the transaction contemplated in this Agreement.

"TSXV" means the TSX Venture Exchange.

"U.S. Securities Act" means the United States Securities Act of 1933, as the same has been, and hereafter from time to time may be, amended, and the rules and regulations promulgated thereunder.

"Union" means an organization of employees or other workers formed for purposes that include the regulation of relations between employees and employers and includes (i) a provincial, territorial, national or international union, (ii) a certified council of unions, (iii) a designated or certified employee bargaining agency, (iv) any organization which has been declared a union pursuant to applicable labour relations legislation, and (v) Industry Unions.

"Voting Support Agreements" means, collectively, the voting support agreements dated on or before the date hereof between the Purchaser and each of the Company Supporting Shareholders.

"wilful breach" means a material breach of this Agreement that is a consequence of any act or failure to act undertaken by the breaching Party with the actual knowledge that the taking of such act or failure to act would, or would be reasonably expected to, cause a material breach of this Agreement.

Section 1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

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

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

(3) Number and Gender. Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

(4) Phrasing. The words (i) "including", "includes" and "include" mean "including (or includes or include) without limitation," (ii) "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of," and (iii) unless stated otherwise, "Article", "Section", "paragraph" and "Schedule" followed by a number or letter mean and refer to the specified Article, Section paragraph of or Schedule to this Agreement. The term "Agreement" and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be, amended, restated, replaced, supplemented or

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novated and includes all schedules to it. The term "made available" means copies of the subject materials were included in the Company Data Room or Purchaser Data Room, as applicable.

(5) Capitalized Terms. All capitalized terms used in any Schedule, the Purchaser Disclosure Letter or the Company Disclosure Letter have the meanings ascribed to them in this Agreement.

(6) Knowledge. Where any representation or warranty is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual knowledge of Jennifer Twiner-McCarron and Simon Bodymore, after reasonable inquiry. Where any representation or warranty is expressly qualified by reference to knowledge of the Purchaser, it is deemed to refer to the actual knowledge of Michael MacMillan and Robb Chase, after reasonable inquiry.

(7) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.

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

(9) Time References. Unless otherwise indicated, references to time are to local time, Vancouver, British Columbia.

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

(11) Schedules. The schedules attached to this Agreement, the Company Disclosure Letter and the Purchaser Disclosure Letter form an integral part of this Agreement for all purposes of it. The Company Disclosure Letter and Purchaser Disclosure Letter themselves and all information contained in them is confidential information and may not be disclosed except in accordance with the terms of the Confidentiality Agreement.

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement

The Company and the Purchaser agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. The Arrangement shall become effective in accordance with the Plan of Arrangement at the times specified in the Plan of Arrangement. From and after the Effective Time, the Parties shall each effect and carry out the steps, actions or transactions to be carried out by them pursuant to the Plan of Arrangement with the result that, among other things, the Purchaser shall become, directly or indirectly, the holder of all outstanding Company Shares.

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Section 2.2 Interim Order

(1) As soon as reasonably practicable after the date of this Agreement, but in any event at a time so as to permit the Company Meeting to be held on or before the date specified in Section 2.3(1)(a), the Company shall apply to the Court pursuant to Section 291 of the BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue a motion for the Interim Order, which must provide, among other things:

(a) for the Persons and classes of Persons to whom notice is to be provided in respect of the Arrangement and the Company Meeting and for the manner in which such notice is to be provided, such notice to include, inter alia, that such Persons have the right to appear at the hearing before the Court at which the fairness of the Arrangement is to be adjudged;

(b) that the required level of approval for the Arrangement Resolution (the "Required Approval") shall be not less than (i) two-thirds of the votes cast on the Arrangement Resolution by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting; and (ii) if required under MI 61-101, a simple majority of the votes attached to Company Shares held by Company Shareholders present in person or represented by proxy and entitled to vote at the Company Meeting excluding for this purpose votes attached to Company Shares held by persons described in items (a) through (d) of section 8.1(2) of MI 61-101;

(c) that, in all other respects, the terms, restrictions and conditions of the Company's Constating Documents relating to the holding of a meeting of Company Shareholders, including quorum requirements and all other matters, shall, unless varied by the Interim Order, apply in respect of the Company Meeting;

(d) for the grant of Dissent Rights to those Company Shareholders who are registered Company Shareholders as of the record date for the Company Meeting, as contemplated in the Plan of Arrangement;

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

(f) that the Company Meeting may be adjourned or postponed from time to time by the Company in accordance with the terms of this Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court;

(g) that the record date for the Company Shareholders entitled to receive notice of and to vote at the Company Meeting will not change in respect or as a consequence of any adjournment(s) or postponement(s) of the Company Meeting, unless required by Law; and

(h) for such other matters as the Purchaser or the Company may reasonably require, subject to obtaining the prior consent of the other Party, such consent not to be unreasonably withheld or delayed.

(2) In seeking the Interim Order, the Company shall advise the Court that it is the intention of the Parties to rely upon the Section 3(a)(10) Exemption with respect to the issuance of the Arrangement Securities to be issued pursuant to the Arrangement, based and conditioned on the Court's approval of the Arrangement and its determination that the Arrangement is fair and reasonable to Company Securityholders who hold securities of the Company (collectively, the "Subject Securities") whose

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rights are affected by the Arrangement and to whom Arrangement Securities will be issued pursuant to the Arrangement, following a hearing and after consideration of the substantive and procedural terms and conditions thereof.

Section 2.3 The Company Meeting

(1) The Company shall:

(a) convene and conduct the Company Meeting in accordance with the Interim Order, the Company's Constating Documents and applicable Law as soon as reasonably practicable and, in any event, subject to the Purchaser's compliance with Section 2.4(5), not later than January 23, 2026 (or such later date as may be agreed to in writing by the Parties), for the purpose of considering the Arrangement Resolution and for any other purpose as may be set out in the Company Circular (with the consent of the Purchaser, acting reasonably), and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Meeting without the prior written consent of the Purchaser (not to be unreasonably withheld), except:

(i) as required for quorum purposes (in which case, the Company Meeting shall be adjourned and not cancelled);

(ii) as required by Law or by a Governmental Entity;

(iii) as required or permitted under Section 4.8(3) or Section 5.4(5) or

(iv) for an adjournment for the purpose of attempting to obtain the Required Approval;

(b) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Person that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by the Purchaser and at the Purchaser's expense, using proxy solicitation services firms to solicit proxies in favour of the approval of the Arrangement Resolution;

(c) provide the Purchaser with copies of or access to information regarding the Company Meeting generated by any transfer agent or proxy solicitation services firm retained by the Company, as reasonably requested from time to time by the Purchaser;

(d) consult with the Purchaser in fixing the record date for the Company Meeting and the date of the Company Meeting;

(e) give notice to the Purchaser of the Company Meeting and allow the Purchaser's Representatives and legal counsel to attend the Company Meeting;

(f) promptly advise the Purchaser, at such times as the Purchaser may reasonably request in writing and at least on a daily basis on each of the last seven Business Days prior to the date of the Company Meeting, as to the aggregate tally of the proxies received by the Company in respect of the Arrangement Resolution;

(g) promptly advise the Purchaser of any written communication received by the Company from any Person in opposition to the Arrangement, written notice of dissent, purported

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exercise or withdrawal of Dissent Rights, and provide the Purchaser with an opportunity to review and comment upon any written communications sent by or on behalf of the Company to any such Person and to participate in any discussions, negotiations or proceedings involving any such Person (other than any ad hoc and unscheduled discussions initiated by any such Person where it is impracticable to include the Purchaser); provided that (A) the Company shall retain carriage and control of all such matters, (B) such participation shall not include settlement authority or direct communications without the Company present, and (C) participation shall not unreasonably interfere with or delay such matters;

(h) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to any claims regarding the Arrangement or Dissent Rights without the prior written consent of the Purchaser, acting reasonably;

(i) not, except as set out in the Interim Order and only with the consent of the Purchaser, change the record date for the Company Shareholders entitled to vote at the Company Meeting in connection with any adjournment or postponement of the Company Meeting, unless required by Law; and

(j) at the reasonable written request of the Purchaser from time to time, provide the Purchaser with a list (in both written and electronic form) of (i) the registered Company Shareholders, together with their addresses and respective holdings of Company Shares, (ii) the names, addresses and holdings of all Persons having rights issued by the Company to acquire Company Shares (including holders of Company Preferred Shares, Company Options, Company RSUs and Company PSUs), and (iii) to the extent available to the Company, participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Company Shares, together with their addresses and respective holdings of Company Shares.

Section 2.4 The Company Circular

(1) The Company shall (i) subject to the Purchaser's compliance with Section 2.4(5), as promptly as reasonably practicable prepare and complete, in consultation with the Purchaser as contemplated by this Section 2.4, the Company Circular together with any other documents required by Law in connection with the Company Meeting; (ii) cause the Company Circular and such other documents to be filed and sent to each Company Shareholder and other Persons as required by the Interim Order and Law, in each case so as to permit the Company Meeting to be held by the date specified in Section 2.3; (iii) to the extent required by Law, as promptly as practicable prepare, file or furnish with the Securities Authorities and any applicable securities exchange, and disseminate to the Company Shareholders and other Persons as required by the Interim Order and Law any supplement or amendment to the Company Circular (after the Purchaser has had a reasonable opportunity to review and comment thereon) if any event occurs which requires such action at any time prior to the Company Meeting; and (iv) otherwise use its commercially reasonable efforts to comply with all requirements of Law applicable to the Company Meeting.

(2) The Company shall ensure that the Company Circular complies in all material respects with Law, does not contain any Misrepresentation (provided that the Company shall not be responsible for the accuracy of any information furnished by the Purchaser for purposes of inclusion in the Company Circular pursuant to Section 2.4(5)) and provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Meeting. Without limiting the generality of the foregoing, the Company

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Circular shall include: (i) a copy of the Fairness Opinion; (ii) subject to Article 5, a statement that the Company Strategic Review Committee has received the Fairness Opinion, and the Company Board has unanimously (with Jennifer McCarron abstaining), after receipt of the recommendation in favour of the Arrangement by the Company Strategic Review Committee, determined, after receiving legal and financial advice, that; (A) the Arrangement is fair to the Company Shareholders; (B) the Arrangement and the entering into of this Agreement is in the best interests of the Company; and (C) the Company Board unanimously (with Jennifer McCarron abstaining) recommends that the Company Shareholders vote in favour of the Arrangement Resolution (collectively, the "Company Board Recommendation"), and (iii) a statement that each of the Company Supporting Shareholders have entered into Voting Support Agreements pursuant to which they intend to vote all of their Company Shares in favour of the Arrangement Resolution, subject to the terms of the Voting Support Agreements. Without limiting the generality of the foregoing, the Company Circular shall describe the delivery of the Retraction Notices and the completion of the Preferred Share Retraction in accordance with the Company's Constating Documents, as contemplated by Sections 2.7 and 4.1(1). The Company shall include in the Company Circular all financial statements of the Company as required by applicable Securities Laws, in a form that complies in all material respects with applicable Securities Laws (including any auditor reports and review engagement reports from the Company's auditors), and use commercially reasonable efforts to obtain and provide any necessary auditor consents in respect of the inclusion of such financial statements.

(3) The Company shall not be responsible for any information in the Company Circular relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(4) The Company shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and other related documents, and shall give reasonable consideration to any comments made by the Purchaser and its counsel, and agrees that all information relating solely to the Purchaser, its affiliates and the Purchaser Shares included in the Company Circular must be in form and substance satisfactory to the Purchaser, acting reasonably. The Company shall provide the Purchaser with a final copy of the Company Circular prior to its mailing to the Company Shareholders.

(5) The Purchaser shall, in the form required by applicable Law, as soon as reasonably practicable after the date hereof, provide the Company with all information regarding the Purchaser, its affiliates and the Purchaser Shares as required by Law (and in particular, Securities Law) for inclusion in the Company Circular or in any amendments or supplements to such Company Circular, including, without limitation, (a) the Purchaser's historical annual and interim financial statements (together with accompanying management's discussion and analysis) to the extent required, and (b) any pro forma financial statements and related notes giving effect to the Arrangement to the extent required, in each case prepared in accordance with IFRS and applicable Securities Laws. The Purchaser and not the Company shall be responsible for such information and shall ensure that such information does not include any Misrepresentation concerning the Purchaser, its affiliates and the Purchaser Shares. Without limiting the foregoing, the Purchaser shall: (w) deliver all such financial statements and pro forma financial statements in a form that complies in all material respects with applicable Securities Laws (including any auditor reports, review engagement reports from the Purchaser's auditors); (x) use commercially reasonable efforts to obtain and provide any necessary auditor consents to the inclusion of such financial statements and any audit reports thereon in the Company Circular; and (y) provide such additional financial statement disclosures, explanatory notes and pro forma presentation assumptions as are reasonably required to comply with applicable Securities

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Laws, and cooperate with the Company in preparing and filing any required amendment or supplement to the Company Circular.

(6) The Purchaser shall indemnify and save harmless the Company and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(5); and

(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in any information included in the Company Circular relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular pursuant to Section 2.4(5).

(7) The Company shall indemnify and save harmless the Purchaser and each of its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which they may be subject or may suffer, in any way caused by, or arising, directly or indirectly, from or in consequence of:

(a) any Misrepresentation or alleged Misrepresentation in any information included in the Company Circular, other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular; and

(b) any order made, or any inquiry, investigation or proceeding by any Securities Authority or other Governmental Entity, to the extent based on any Misrepresentation or any alleged Misrepresentation in the Company Circular other than the information relating to the Purchaser, its affiliates or the Purchaser Shares furnished to the Company in writing by the Purchaser for inclusion in the Company Circular.

(8) The Purchaser shall not be responsible for any information in the Company Circular relating to the Company.

(9) The Purchaser and the Company shall also use their commercially reasonable efforts to obtain any necessary consents from any of their respective auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the Company Circular and to the identification in the Company Circular of each such advisor.

(10) Each Party shall promptly notify the other Party if it becomes aware (in the case of the Company only with respect to the Company, and in the case of the Purchaser only with respect to the Purchaser and the Purchaser Shares) that the Company Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall, in a manner consistent with this Section 2.4, co-operate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall, in a manner provided in the Interim Order or as required by Law, promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Company Circular to Company Shareholders and, if required by the Court or by applicable

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Law, file or furnish the same with the Securities Authorities or any other Governmental Entity as required.

Section 2.5 Final Order

If (a) the Interim Order is obtained, and (b) the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order and as required by applicable Law, the Company shall take all steps necessary or advisable to submit the Arrangement to the Court and diligently pursue an application for the Final Order pursuant to Section 291 of the BCBCA, as soon as reasonably practicable, but in any event not later than five Business Days after the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, or such other date as may be agreed to by the Parties in writing, acting reasonably (it being acknowledged that the actual date of the hearing for the Final Order shall be subject to the scheduling and availability of the Court).

Section 2.6 Court Proceedings

Subject to the terms of this Agreement, the Purchaser will cooperate with and assist the Company in connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, including by providing to the Company on a timely basis any information required by applicable Law to be supplied by the Purchaser in connection therewith, as may be reasonably requested by the Company. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

(1) diligently pursue, and cooperate with the Purchaser in diligently pursuing, the Interim Order and, subject to the approval of the Arrangement Resolution at the Company Meeting, the Final Order;

(2) provide legal counsel to the Purchaser with a reasonable opportunity to review and comment upon drafts of all materials to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;

(3) provide legal counsel to the Purchaser with copies of any notice of appearance, evidence or other documents served on the Company or its legal counsel in respect of the applications for the Interim Order or for the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;

(4) ensure that all material filed with the Court in connection with the Arrangement is consistent in all material respects with this Agreement and the Plan of Arrangement;

(5) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any material so filed or served, except as contemplated by this Agreement or with the Purchaser's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided the Purchaser may, in its sole discretion, withhold its consent with respect to any increase in the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's obligations, or diminishes or limits the Purchaser's rights, set forth in any such filed or served materials or under this Agreement;

(6) use commercially reasonable efforts to oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in reasonable consultation and cooperation with, the Purchaser; and

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(7) not object to legal counsel to the Purchaser making such submissions on the hearing of the applications for the Interim Order and for the Final Order as such counsel considers appropriate, provided the Purchaser advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Section 2.7 Treatment of Company Preferred Shares, Company Options, RSUs and PSUs

The Parties acknowledge and agree that: (a) the Company shall, at least 30 days prior to the Effective Date, deliver Retraction Notices to each Company Preferred Shareholder and shall, prior to the Effective Time, effect the Preferred Share Retraction, in each case in accordance with the Company's Constating Documents and the terms of the Company Preferred Shares, except to the extent any Company Preferred Shareholder otherwise elects, in accordance with the Company's Constating Documents, to voluntarily convert such Company Preferred Shares into Company Shares and provided such conversion is effected prior to the Effective Time; and (b) the Company Options, Company RSUs and Company PSUs shall be treated in accordance with the provisions of the Plan of Arrangement.

Section 2.8 Plan of Arrangement and Effective Date

(1) The Parties shall amend the Plan of Arrangement from time to time at the reasonable request of either Party, provided that no such amendment is inconsistent with the Interim Order or the Final Order, is prejudicial to the Purchaser, the Company or the Company Securityholders or would reasonably be expected to delay, impair or impede the Arrangement.

(2) Unless another time or date is agreed to in writing by the Parties, within two Business Days of the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), each of the Parties shall execute and deliver such closing documents and instruments and such other documents as may be required to give effect to the Arrangement and the Company shall proceed to file any documents as required pursuant to Section 292 of the BCBCA, and such other documents as may be required to give effect to the Arrangement pursuant to Division 5 of Part 9 of the BCBCA.

(3) The Arrangement shall become effective at the Effective Time on the Effective Date, whereupon, the transactions comprising the Arrangement shall be deemed to occur in the order set out in the Plan of Arrangement without any further act or formality.

(4) From and after the Effective Time, the Plan of Arrangement shall be binding upon the Purchaser, the Company and the Company Securityholders and have all of the effects provided by applicable Law, including the BCBCA. The closing of the Arrangement will take place remotely by exchange of documents and signatures (or their electronic counterparts).

Section 2.9 Payment of Consideration

The Purchaser shall, following receipt of the Final Order and the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date) and in any case prior to the Effective Time, deliver or cause to be delivered to the Depositary in escrow (the terms of such escrow to be satisfactory to

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the Company and the Purchaser, each acting reasonably) pending the Effective Time, sufficient aggregate Cash Consideration and Purchaser Share Consideration (and any treasury directions addressed to the Purchaser's transfer agent as may be necessary) to satisfy the aggregate Consideration to be paid to Company Shareholders (other than Company Shareholders who have validly exercised their Dissent Rights and who have not withdrawn their notice of dissent) pursuant to the Plan of Arrangement.

Section 2.10 Adjustments to Consideration

Notwithstanding anything in this Agreement to the contrary, if, (a) between the date of this Agreement and the Effective Time, the issued and outstanding Purchaser Shares or the issued and outstanding Company Shares shall have been changed into a different number of shares or a different class by reason of any stock split, reverse stock split, consolidation, reclassification, redenomination or stock dividend or similar event, (b) between the date of this Agreement and the Effective Time, the Company shall pay any dividend or other distribution on the Company Shares (or declares such dividend or distribution with a record date prior to the Effective Date), or (c) between the date of this Agreement and the Effective Time, the Purchaser shall pay any dividend or other distribution on the Purchaser Shares (or declares such a dividend or distribution with a record date prior to the Effective Date), then, in each case, the Consideration to be paid per Company Share shall be appropriately adjusted to provide to the Company and the Purchaser and their respective shareholders, the same economic effect as contemplated by this Agreement and the Arrangement prior to such action and as so adjusted shall, from and after the date of such event, be the Consideration to be paid per Company Share, subject to further adjustment in accordance with this Section 2.10.

Section 2.11 Withholding Taxes

(1) The Purchaser, the Depositary and the Company shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable to any Company Securityholder, such amounts as the Purchaser, the Depositary and the Company (as applicable), acting reasonably, are required to deduct and withhold therefrom under any provision of applicable Laws in respect of Taxes. To the extent that such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity.

(2) Each of the Purchaser, the Company and the Depositary shall be permitted to sell or otherwise dispose of, on behalf of a Company Securityholder, such portion of the non-cash consideration deliverable under the Arrangement (or otherwise payable or deliverable to such Company Securityholder in accordance with this Agreement) to such Company Securityholder as is necessary to provide sufficient funds to enable the Purchaser, the Company or the Depositary to deduct, withhold or remit any amount for the purposes of Section 2.11(1) and such party shall notify the applicable Company Securityholder of the details of such disposition, including the gross and net proceeds and any adjustments thereto, and remit any unapplied balance of the net proceeds of such sale to the Company Securityholder. None of the Purchaser, the Company or the Depositary shall be liable for any loss arising out of any such sale.

Section 2.12 U.S. Securities Law Matters

(1) The Parties agree that the Arrangement will be carried out with the intention that, and will use their commercially reasonable efforts to ensure that, all Arrangement Securities will be issued by the Purchaser pursuant to the Arrangement in reliance on the Section 3(a)(10) Exemption. In order to ensure the availability of the Section 3(a)(10) Exemption and to facilitate the Purchaser's

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compliance with other United States securities Laws, the Parties agree that the Arrangement will be carried out on the following basis:

(a) the Arrangement will be subject to the approval of the Court;

(b) pursuant to Section 2.2(2), prior to the hearing to approve the Interim Order, the Court will be advised as to the intention of the Parties to rely on the Section 3(a)(10) Exemption with respect to the issuance of all Arrangement Securities pursuant to the Arrangement, based on the Court's approval of the Arrangement;

(c) prior to the issuance of the Interim Order, the Company will file with the Court a copy of the proposed text of the Company Circular together with any other documents required by applicable Law in connection with the Company Meeting;

(d) the Court will be required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the holders of Subject Securities to whom the Arrangement Securities will be issued pursuant to the Arrangement;

(e) the Interim Order approving the Company Meeting will specify that each Person entitled to receive Arrangement Securities pursuant to the Arrangement will have the right to appear before the Court at the hearing of the Court to give approval of the Arrangement so long as they enter an appearance within a reasonable time and in accordance with the requirements of Section 3(a)(10) of the U.S. Securities Act;

(f) the Company will ensure that each Company Securityholder entitled to receive Arrangement Securities pursuant to the Arrangement will be given adequate and appropriate notice advising them of their right to attend the hearing of the Court to give approval to the Arrangement and providing them with sufficient information necessary for them to exercise that right;

(g) all Persons entitled to receive Arrangement Securities pursuant to the Arrangement will be advised that such Arrangement Securities have not been registered under the U.S. Securities Act and will be issued by the Purchaser in reliance on the Section 3(a)(10) Exemption, and shall be without trading restrictions under the U.S. Securities Act (other than those that would apply under the U.S. Securities Act in certain circumstances to Persons who are, or have been within 90 days of the date at which the Arrangement is approved at the Company Meeting or the Effective Time, or, on or after the Effective Time, become affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser);

(h) the Final Order approving the terms and conditions of the Arrangement that is obtained from the Court will expressly state that the Arrangement is approved by the Court as fair and reasonable to all Persons entitled to receive Arrangement Securities pursuant to or in connection with the Arrangement both procedurally and substantively;

(i) holders of Company Options entitled to receive Replacement Options pursuant to the Arrangement will be advised that the Replacement Options issued pursuant to the Arrangement have not been registered under the U.S. Securities Act and will be issued and exchanged by the Purchaser in reliance on the Section 3(a)(10) Exemption, but that such exemption does not exempt the issuance of securities upon the exercise or vesting, as applicable, of such Replacement Options; therefore, the Purchaser Shares issuable upon exercise or vesting, as applicable, of the Replacement Options cannot be issued in the U.S.

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or to a Person in the U.S. in reliance on the Section 3(a)(10) Exemption and the Replacement Options may only be exercised or vest, and the underlying Purchaser Shares issued, pursuant to a then-available exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws;

(j) each holder of Subject Securities will be advised that with respect to Arrangement Securities issued to Persons who are, or have been within 90 days of the date at which the Arrangement is approved at the Company Meeting or the Effective Time, or, on or after the Effective Time become, affiliates (as defined by Rule 144 under the U.S. Securities Act) of the Purchaser, such securities will be subject to restrictions on resale under U.S. Securities Laws, including Rule 144 under the U.S. Securities Act;

(k) the Court will hold a hearing before approving the fairness of the terms and conditions of the Arrangement and issuing the Final Order; and

(l) the Company shall request that the Final Order shall include a statement to substantially the following effect: "This Order will serve as a basis of a claim to an exemption, pursuant to Section 3(a)(10) of the United States Securities Act of 1933, as amended, from the registration requirements otherwise imposed by that Act, regarding the issuance and distribution of securities of the Purchaser pursuant to the Plan of Arrangement."

Section 2.13 Tax Matters

(1) The Parties acknowledge and agree that, for Canadian income tax purposes, it is their mutual intention that: (a) the provisions of subsection 85.1(1) of the Tax Act apply to the Purchaser Share Consideration issued pursuant to the Plan of Arrangement, and (b) the provisions of subsection 7(1.4) apply to the exchange of Company Options for Replacement Options pursuant to the Plan of Arrangement.

(2) The Company will file an election with Canada Revenue Agency to cease to be a public corporation for the purposes of the Tax Act as soon as practicable following satisfaction of the prescribed conditions for making such an election.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

(1) Except as set forth in the correspondingly numbered paragraph of the Company Disclosure Letter (it being understood and agreed that the disclosure of any fact or item in any section of the Company Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other sections of this Agreement and any other representations and warranties of the Company contained in this Agreement to the extent that its relevance to such other section, representation or warranty is reasonably apparent on its face), the Company represents and warrants to the Purchaser as set forth in Schedule "C" and acknowledges and agrees that the Purchaser is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Except for the representations and warranties set forth in this Agreement, neither the Company nor any other Person has made or makes, and the Purchaser has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Company. In particular,

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without limiting the foregoing disclaimer, except for the representations and warranties made by the Company in this Agreement as set forth in Schedule "C", neither the Company nor any other Person makes or has made any representation or warranty to the Purchaser or any of its representatives with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Company, any of its Subsidiaries or their respective businesses, assets or operations, including the accuracy, completeness or currentness thereof, and neither the Company nor any other Person will have any liability to the Purchaser in respect of such information, including any subsequent use of such information.

(3) The representations and warranties of the Company contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

Section 3.2 Representations and Warranties of the Purchaser

(1) Except as set forth in the correspondingly numbered paragraph of the Purchaser Disclosure Letter (it being understood and agreed that the disclosure of any fact or item in any section of the Purchaser Disclosure Letter shall also be deemed to be an exception to (or, as applicable, disclosure for the purposes of) any other sections of this Agreement and any other representations and warranties of the Purchaser contained in this Agreement to the extent that its relevance to such other section, representation or warranty is reasonably apparent on its face), the Purchaser represents and warrants to the Company as set forth in Schedule "D" and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

(2) Except for the representations and warranties set forth in this Agreement, neither the Purchaser nor any other Person has made or makes, and the Company has not relied upon, any other express or implied representation and warranty, either written or oral, on behalf of the Purchaser. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Purchaser in this Agreement as set forth in Schedule "D", neither the Purchaser nor any other Person makes or has made any representation or warranty to the Company or any of its representatives with respect to any financial projection, forecast, guidance, estimates of revenues, earnings or cash flows, budget or prospective information relating to the Purchaser, any of its Subsidiaries or their respective businesses, assets or operations, including the accuracy, completeness or currentness thereof, and neither the Purchaser nor any other Person will have any liability to the Company in respect of such information, including any subsequent use of such information.

(3) The representations and warranties of the Purchaser contained in this Agreement shall not survive the completion of the Arrangement and shall expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4

COVENANTS

Section 4.1 Conduct of Business of the Company

(1) The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be

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unreasonably withheld, delayed or conditioned; (ii) as required or expressly permitted by this Agreement; (iii) as required by Law or by a Governmental Entity; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws, and the Company shall use commercially reasonable efforts to maintain and preserve, in all material respects, its and its Subsidiaries' business organization, assets, goodwill and business relationships with Persons with which the Company or any of its Subsidiaries has business relations. Without limiting the foregoing, the Company covenants and agrees that the Company shall: (a) deliver the Retraction Notices to each Company Preferred Shareholder at least 30 days prior to the Effective Time; and (b) effect the Preferred Share Retraction prior to the Effective Time, in each case in accordance with the Company's Constating Documents and the terms of the Company Preferred Shares, except to the extent any Company Preferred Shareholder otherwise elects, in accordance with the Company's Constating Documents, to voluntarily convert such Company Preferred Shares into Company Shares and such conversion is effected prior to the Effective Time.

(2) Without limiting the generality of Section 4.1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or expressly permitted by this Agreement (including pursuant to the Preferred Share Retraction); (iii) as required by Law or by a Governmental Entity; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) amend any of the Company's Constating Documents or the Constating Documents of any of its Subsidiaries;

(b) split, combine or reclassify any shares of its authorized share structure or declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) or amend any term of any outstanding debt or security therefor; provided that the foregoing shall not restrict (x) intercompany indebtedness or transactions solely among the Company and one or more of its wholly-owned Subsidiaries in the Ordinary Course, or (y) amendments, prepayments or settlements of intercompany indebtedness solely among the Company and one or more of its wholly-owned Subsidiaries in the Ordinary Course;

(d) amend, modify or waive the terms of any of the securities of the Company or any of its Subsidiaries;

(e) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of the Company or any of its Subsidiaries;

(f) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its authorized share structure or other equity or voting interests, or any shares or other equity or voting interests of its Subsidiaries, or any options, warrants or similar rights exercisable or exchangeable for or convertible into any such shares or other equity or voting interests, or other rights that are linked to the price or the value of Company Shares or other share capital of the Company or any Subsidiary, except for: (i) the issuance of Company Shares issuable upon conversion

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or retraction of Company Preferred Shares that are outstanding as of the date hereof; (ii) the issuance of Company Shares issuable in connection with the exercise of Company Options that are outstanding as of the date hereof; (iii) the issuance or delivery of Company Shares upon the vesting, settlement or payment of Company RSUs and Company PSUs that are outstanding as of the date hereof, in each case in accordance with their terms in effect as of the date hereof; (iv) any issuance, withholding, net settlement, cashless exercise or "sell-to-cover" transactions in respect of the securities described in clauses (ii) and (iii) to satisfy exercise prices and/or Tax withholding obligations, in each case in accordance with their terms in effect as of the date hereof; and (v) any pledges or other actions taken in connection with, or as required by, the Company Credit Facilities;

(g) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise), in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses having a cost, or make any investment either by purchase of shares or securities, contributions of capital (other than to wholly-owned Subsidiaries), property transfer or purchase of any property or assets of any other Person or business that has a value, on a per transaction basis, in excess of $500,000 and subject to a maximum of $2,000,000 for all such transactions in the aggregate, other than purchases of equipment in the Ordinary Course; provided that the foregoing shall not restrict acquisitions of, or investments in, rights or options relating to Intellectual Property or the development or production of shows in the Ordinary Course;

(h) sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer, directly or indirectly, in one transaction or in a series of transactions, any assets of the Company or any of its Subsidiaries, or any interest in any assets of the Company and its Subsidiaries having a value greater than $500,000 in the aggregate, except for a Permitted Lien; provided that the foregoing shall not restrict (A) dispositions, licences or other transfers of rights or options relating to Intellectual Property or the development or production of shows in the Ordinary Course, or (B) pledges, grants of security or other encumbrances made pursuant to the Company Credit Facilities in the Ordinary Course;

(i) grant any Lien (other than Permitted Liens) against any assets or properties of the Company or its Subsidiaries; provided that the foregoing shall not restrict the granting of Liens in favour of lenders (or agents or collateral agents) under the Company Credit Facilities, or production financing Liens incurred in the Ordinary Course;

(j) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except for production financing) and intercompany arrangements for the production of shows (in each case, in the Ordinary Course) or, except for guarantees in respect of production of shows in the Ordinary Course, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other Person or make any loans or advances;

(k) make any capital expenditure or commitment to do so in excess of $100,000 in the aggregate;

(l) reorganize, amalgamate or merge the Company or any of its Subsidiaries, other than transactions solely among the Company and/or one or more of its wholly-owned, direct or indirect, Subsidiaries;

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(m) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries; provided that the foregoing shall not restrict the dissolution, wind-up or strike-off of Subsidiaries (including wholly-owned Subsidiaries) formed for specific productions or similar purposes in the Ordinary Course consistent with past practice;

(n) other than the payment of trade payables in the Ordinary Course consistent with past practice, pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, liabilities or obligations in excess of $200,000 in the aggregate;

(o) authorize, recommend or propose any release or relinquishment of any right under any Material Contract, except in the Ordinary Course;

(p) waive, release, grant, transfer, exercise, modify, amend or seek the amendment of, in any material respect, other than in the Ordinary Course, any Authorization;

(q) take any action or fail to take any action which action or failure to act would result in the material loss, expiration or surrender of, or the loss of any material benefit under, or reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension, revocation or limitation of rights under, any Authorizations necessary to conduct its businesses as now conducted, or fail to prosecute with commercially reasonable due diligence any pending applications to any Governmental Entities, other than in the Ordinary Course;

(r) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Company to consummate the transactions contemplated by this Agreement;

(s) except as required by Law, the terms of the Employee Plans or any written employment Contracts existing as of the date hereof (A) grant, accelerate, or increase any severance, change of control, retention, termination pay, award (equity or otherwise) or other entitlements to (or amend any existing arrangement relating to the foregoing with) any director, officer, employee, contractor or consultant of the Company or any of its Subsidiaries; (B) increase the coverage, contributions, benefits or funding obligations available under any Employee Plan; (C) increase salaries, compensation (in any form), bonus levels or other benefits payable or to be provided to any director, officer, employee, contractor or consultant of the Company or any of its Subsidiaries; (E) except as permitted hereby, enter into or amend any employment, deferred compensation or other similar Contract (or amend any such existing Contract) with any director or officer of the Company or any of its Subsidiaries or any Company Employees, independent consultant or contractor whose annual compensation is in excess of $100,000; or (F) make any material determination under any Employee Plan that is not in the Ordinary Course;

(t) other than in the Ordinary Course or to fill a vacancy the work of which cannot reasonably be accommodated by other existing employees, contractors or consultants and other than hiring of specific production staff provided the costs of such staff are included in the production budget for the applicable production, hire any officer, appoint any director, hire any employee, or hire any contractor or consultant;

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(u) remove any director, terminate any officer, employee, contractor or consultant, or give notice of termination to employees that requires the delivery of a group notice of termination to a Governmental Entity, in each case, other than in the Ordinary Course, including, without limitation, in connection with the Company's upcoming annual general meeting of shareholders and to remove production staff for specific production in accordance with the production schedule; provided that no prior consent shall be required for terminations of individuals (who are not directors or officers) with annual base salary less than $100,000;

(v) enter into, renew, extend or replace any enterprise-wide or studio-standard software, cloud, hosting or IT infrastructure agreements (excluding core animation production tools) with a term more than one year;

(w) except in the Ordinary Course, place any employees on a temporary lay-off;

(x) make any material change in the Company's accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority or as required by a Governmental Entity;

(y) establish, adopt, enter into, amend or terminate any Employee Plan or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any bonus, profit sharing, thrift, incentive, compensation, stock option, restricted stock, pension, retirement, deferred compensation, savings, welfare, employment, termination, severance, change of control, retention or other Employee Plan;

(z) other than in the Ordinary Course, amend or modify, in any material respect, or release, grant, transfer or terminate or waive any material right under any Material Contract;

(aa) enter into any Contract that would be a Material Contract in effect as of the date hereof, other than any Contract entered into in the Ordinary Course relating to a production that forms part of the financing plan for such production;

(bb) compromise or settle any material Action;

(cc) abandon or intentionally fail to maintain in good standing any existing material licences, permits, Authorizations or registrations, or abandon or fail to diligently pursue any ongoing application for any material licences, permits, Authorizations or registrations;

(dd) grant or commit to grant a licence or otherwise transfer any Intellectual Property or rights in or in respect thereto that is material to the Company and its Subsidiaries taken as a whole, other than in the Ordinary Course or to wholly-owned Subsidiaries; provided that nothing herein shall restrict activities in connection with developing and licensing shows based on the Company's or its Subsidiaries' development slate or distribution catalogue;

(ee) abandon or intentionally fail to maintain in good standing any material registered Intellectual Property, or abandon or fail to diligently pursue any ongoing applications for material registered Intellectual Property; provided, that nothing herein shall prohibit the abandonment, lapse or non-renewal of project or production-specific registered Intellectual Property (or applications therefor) in the Ordinary Course of the development, production, marketing, distribution or exploitation of shows, consistent with past practice;

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(ff) release any Company Shareholders from any share transfer restrictions, lock-up or similar trading, transfer or restrictions on encumbrances in respect of the Company Shares;

(gg) materially change the business or regulatory strategy of the Company and its Subsidiaries, taken as whole;

(hh) enter into or renew any agreement, Contract, lease, sublease, licence or other binding obligation of the Company or any of its Subsidiaries: (A) containing (1) any limitation or restriction on the ability of the Company or any of its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Purchaser or any of its Subsidiaries, to engage in any type of activity or business, other than in the Ordinary Course in relation to specific productions or titles; (2) any limitation or restriction on the manner in which, or the localities in which, all or any portion of the business of the Company or any of its Subsidiaries or, following consummation of the transactions contemplated hereby, all or any portion of the business of the Purchaser or its Subsidiaries, is or would be conducted; (3) any limit or restriction on the ability of the Company or any of its Subsidiaries or, following completion of the transactions contemplated hereby, the ability of the Purchaser or its Subsidiaries, to solicit customers or employees; or (4) any limitation or restriction on the ability of the Company or any of its Subsidiaries to grant the Liens; or (B) that would reasonably be expected to materially delay or prevent the consummation of the transactions contemplated by this Agreement;

(ii) except as required by Law or with respect to voluntary recognition or similar agreements entered into with Industry Unions in the Ordinary Course of developing or producing a show that uses members of the Industry Unions, voluntarily enter into or become bound by, or commit to enter into or become bound by, any Collective Agreement or other agreement with a Union;

(jj) enter into, authorize, agree or otherwise become committed to enter into any Collective Agreements or authorize, agree or otherwise become committed to any variation or change to the terms of any Collective Agreement without having first: (A) notified the Purchaser; (B) consulted with the Purchaser; and (C) adopted where practicable any reasonable request of the Purchaser in respect of the same, other than any Collective Agreements or amendments thereto negotiated on behalf of Canadian content producers by the Canadian Media Producers Association or variations on industry standard terms in respect of any Current Production or future productions or development in the Ordinary Course and voluntarily adheres to Industry Union Collective Agreements in the Ordinary Course;

(kk) enter into or renew any agreement, Contract, lease, sublease, licence or other binding obligation of the Company or any of its Subsidiaries that is not terminable within 30 days of the Effective Date without payment that involves or would reasonably be expected to involve payments in excess of $50,000 in the aggregate over the term of the Contract other than in the Ordinary Course;

(ll) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments in excess of $50,000;

(mm) enter into or amend any Contract with any broker, finder or investment banker;

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(nn) not take any action, or permit any of its Subsidiaries to take any action, which would reasonably be expected to render, any representation or warranty made by it in this Agreement untrue in any material respect;

(oo) pay to holders of Preferred Shares no more than an aggregate of $450,000 to complete the Preferred Share Retraction; or

(pp) authorize, agree, resolve or otherwise commit to do any of the foregoing.

(3) The Company covenants and agrees that until the earlier of the Effective Date and the termination of this Agreement in accordance with Article 7, the Company and its Subsidiaries will (i) duly and timely file with the appropriate Governmental Entity all material Tax Returns required to be filed by it on or after the date hereof, which shall be correct and complete in all material respects, (ii) pay, withhold, collect and remit to the appropriate Governmental Entity in a timely fashion all material amounts required to be so paid, withheld, collected or remitted in respect of Taxes except any amounts not required to be paid because the Tax is validly contested, and (iii) not without prior written consent of Purchaser, such consent not to be unreasonably withheld, conditioned, or delayed (A) settle or compromise any Tax claim, assessment, reassessment or liability, (B) file any amended Tax Return, file any notice of appeal or otherwise initiate any Action with respect to Taxes, (C) enter into any agreement with a Governmental Entity with respect to Taxes, (D) surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, (E) consent to the extension or waiver of the limitation period applicable to any Tax matter, or (F) amend or change in any material respect any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law.

(4) The Company shall use all commercially reasonable efforts to cause its current insurance (or reinsurance) policies maintained by the Company or any of its Subsidiaries not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; provided that, neither the Company nor any of its Subsidiaries shall obtain or renew any insurance (or re-insurance) policy for a term exceeding twelve months.

(5) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to, or to be construed so as to, allow the Purchaser to exercise material influence over the operations of the Company prior to the Effective Time.

Section 4.2 Conduct of Business of the Purchaser

(1) The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or expressly permitted by this Agreement; (iii) as required by Law or by a Governmental Entity; or (iv) as expressly contemplated by the Purchaser Disclosure Letter, the Purchaser shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course and in accordance with Laws, and the Purchaser shall use commercially reasonable efforts to maintain and preserve, in all material respects, its and its Subsidiaries' business organization, assets, properties, employees, goodwill and business relationships with other Persons with which the Company or any of its Subsidiaries has material business relations.

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(2) Without limiting the generality of Section 4.2(1), the Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or expressly permitted by this Agreement; (iii) as required by Law or a Governmental Entity; or (iv) as expressly contemplated by the Purchaser Disclosure Letter, the Purchaser shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) split, combine or reclassify any shares of its authorized shares or declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) or amend any term of any outstanding debt or security therefor; provided that the foregoing shall not restrict (x) intercompany indebtedness or transactions solely among the Purchaser and one or more of its wholly-owned Subsidiaries in the Ordinary Course, or (y) amendments, prepayments or settlements of intercompany indebtedness solely among the Purchaser and one or more of its wholly-owned Subsidiaries in the Ordinary Course;

(b) amend its Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares;

(c) amend or modify, in any material respects, or waive, the terms of any of the securities of the Purchaser or any of its Subsidiaries;

(d) redeem, repurchase or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of the Purchaser, other than in accordance with the normal course issuer bid program of the Purchaser established and exercised in accordance with the policies of the TSX;

(e) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of, any shares of its capital or other equity or voting interests, or any options, warrants or similar rights exercisable or exchangeable for or convertible into such shares or other equity or voting interests, or other rights that are linked to the price or value of the Purchaser Shares; provided that nothing in this clause (e) shall restrict (i) the issuance or delivery of Purchaser Shares upon the exercise, vesting, settlement or payment of stock options, restricted share units, deferred share units, performance share units or other equity-based awards that are outstanding as of the date hereof and issued pursuant to Purchaser's equity incentive plans, in each case in accordance with their terms in effect as of the date thereof; (ii) the grant of stock options, restricted share units, deferred share units, performance share units or other equity-based awards pursuant to the Purchaser's equity incentive plans, including issuance of restricted share units in satisfaction of any bonus entitlements; (iii) any issuance, withholding, net settlement, cashless exercise or "sell-to-cover" transactions in respect of the securities described in clause (i) to satisfy exercise prices and/or Tax withholding obligations, in each case in accordance with their terms in effect as of the date thereof; and (iv) any pledges or other actions taken in connection with, or required by, the BMO Credit Facility;

(f) reorganize, amalgamate or merge the Purchaser or any of its Subsidiaries, other than transactions solely among the Purchaser and/or one or more of its wholly-owned, direct or indirect, Subsidiaries;

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(g) sell, pledge, lease, dispose of, mortgage, licence, encumber or agree to sell, pledge, dispose of, mortgage, licence, encumber or otherwise transfer, directly or indirectly, in one transaction or in a series of transactions, any assets of the Purchaser or any of its Subsidiaries, or any interest in any assets of the Purchaser and its Subsidiaries having a value greater than $5,000,000 in the aggregate, except for a Permitted Lien;

(h) grant any Lien (other than Permitted Liens) against any assets or properties of the Purchaser or its Subsidiaries; provided that the foregoing shall not restrict the granting of Liens in favour of lenders (or agents or collateral agents) under the BMO Credit Facility, or production financing Liens incurred in the Ordinary Course;

(i) incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, except pursuant to the BMO Credit Facility (including any increase in the available credit thereunder) and except for the borrowing of working capital (including production financing) in the Ordinary Course, or, except in the Ordinary Course, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person or make any loans or advances;

(j) make any capital expenditure or commitment to do so in excess of $5,000,000 in the aggregate;

(k) acquire or agree to acquire (by merger, amalgamation, acquisition of shares or assets or otherwise), in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses, or make any investment (including by purchase of shares or securities, contributions of capital (other than to wholly-owned Subsidiaries), property transfer or purchase of any property or assets of any other Person or business), if such acquisition, agreement, investment or transaction would, individually or in the aggregate with other acquisitions, agreements, investments or transactions, reasonably be expected to require the filing of a business acquisition report under applicable Securities Laws;

(l) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser or any of its material Subsidiaries;

(m) except in respect of any Authorizations relating to the Purchaser's channels business, waive, release, grant, transfer, exercise, modify, amend or seek the amendment of, in any material respect, any material Authorization, other than in the Ordinary Course;

(n) take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of the Purchaser to consummate the transactions contemplated by this Agreement;

(o) amend or modify, in any material respect, or terminate or waive any material right under any material Contract which is required to be filed under National Instrument 51-102 – Continuous Disclosure Obligations;

(p) make any material change in the Purchaser's accounting principles, except as required by concurrent changes in IFRS, or pursuant to written instructions, comments or orders of a Securities Authority or as required by a Governmental Entity;

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(q) compromise or settle any material Action;

(r) abandon or intentionally fail to maintain in good standing any existing material licences, permits, Authorizations or registrations, or abandon or fail to use commercially reasonably efforts to pursue any ongoing application for any material licences, permits, Authorizations or registrations materially changes its business or regulatory strategy;

(s) materially change the nature of the business carried on by the Purchaser and its Subsidiaries, taken as whole;

(t) undertake, agree to undertake, announce an intention to undertake, or enter into any agreement, arrangement or understanding (whether binding or non-binding) in respect of, any merger, amalgamation, consolidation, acquisition or securities, assets or business, joint venture, strategic alliance, minority investment, partnership or similar transaction, or any disposition of assets or business, that would reasonably be expected to increase the risk in any material respect that the Competition Act Approval is not obtained by the Outside Date or would reasonably be expected to result in the imposition of any material condition, remedy, delay or restriction in connection with obtaining the Competition Act Approval; or

(u) authorize, agree, resolve or otherwise commit to do any of the foregoing.

(3) Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement is intended to, or to be construed so as to, allow the Company to exercise material influence over the operations of the Purchaser prior to the Effective Time.

Section 4.3 Covenants Relating to the Arrangement

(1) Subject to the terms of this Agreement, each of the Company and the Purchaser shall use its commercially reasonable efforts to take, or cause to be taken, all actions and to do or cause to be done all things required or advisable under Law to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement (other than in connection with obtaining the Competition Act Approval, which shall be governed by Section 4.4), including:

(a) using commercially reasonable efforts to satisfy, or cause the satisfaction of, all conditions precedent in this Agreement and take all steps set forth in the Interim Order and Final Order applicable to it and comply promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;

(b) using commercially reasonable efforts to obtain, as soon as practicable following execution of this Agreement, and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement or this Agreement (including, for greater certainty, the consent listed in Section 4.3 of the Company Disclosure Letter), or (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement, in each case, on terms that are reasonably satisfactory to the Purchaser and provided that the Company may not make any payment to obtain any third party consent (including any consent under any Material Contract) without the consent of the Purchaser, acting reasonably;

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(c) using commercially reasonable efforts to oppose, lift or rescind any Award seeking to restrain, enjoin or otherwise prohibit or delay or otherwise adversely affect the consummation of the Arrangement and defend, or cause to be defended, any Actions to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement; provided that, neither Party nor any of its Subsidiaries shall consent to the entry of any judgment or settlement with respect to any such Award without the prior written approval of the other Party, such consent not to be unreasonably withheld, conditioned or delayed;

(d) using commercially reasonable efforts to effect or cooperate as necessary to effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party before any Governmental Entity in connection with the transactions contemplated by this Agreement;

(e) using commercially reasonable efforts to make or cooperate as necessary in the making of all necessary filings and applications under all applicable Laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such Laws, including any filings, reports, documents or applications as required to be filed by any Party; and

(f) not taking any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by this Agreement, or which would render, or may reasonably be expected to render, any representation or warranty made by such Party in this Agreement untrue in any material respect.

(2) The Purchaser shall apply and use its commercially reasonable efforts to obtain and maintain in force the Stock Exchange Approval.

(3) The Purchaser shall use its commercially reasonable efforts to (i) remain a "reporting issuer" within the meaning of applicable Securities Laws in each of the jurisdictions in which the Purchaser is currently a reporting issuer, and (ii) maintain the listing of the Purchaser Shares on the TSX and ensure that the Purchaser Shares are not halted or suspended.

(4) The Purchaser shall on or before the Effective Date reserve a sufficient number of Purchaser Shares to be issued upon completion of the Arrangement and ensure that it has available sufficient funds to satisfy the aggregate Cash Consideration.

(5) The Purchaser shall not agree to any change to the scope or substance of the TSX Confirmation that would reasonably be expected to materially and adversely affect the Company or the timing of the transactions contemplated by this Agreement without the prior written consent of the Company, acting reasonably, and shall use its commercially reasonable efforts to cause the TSX Confirmation not to be rescinded by the TSX.

(6) The Company shall promptly notify the Purchaser in writing of:

(a) any Company Material Adverse Effect;

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(b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement, or (B) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Company or any of its Subsidiaries as a result of the Arrangement or this Agreement;

(c) unless prohibited by Law, any notice or other communication from any Governmental Entity (other than Governmental Entities in connection with the Competition Act Approval subject to Section 4.4) in connection with this Agreement (and the Company shall contemporaneously provide a copy of any such written notice or communication to the Purchaser); or

(d) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries that relate to this Agreement or the Arrangement.

(7) The Purchaser shall promptly notify the Company in writing of:

(a) any Purchaser Material Adverse Effect;

(b) any notice or other written communication from any Person (A) alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with this Agreement or the Arrangement; or (B) to the effect that such Person is terminating or otherwise materially adversely modifying its relationship with the Purchaser or any of its Subsidiaries as a result of the Arrangement or this Agreement;

(c) any notice or other communication from any Governmental Entity (other than Governmental Entities in connection with the Competition Act Approval subject to Section 4.4) in connection with this Agreement (and the Purchaser shall contemporaneously provide a copy of any such written notice or communication to the Company); or

(d) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser or any of its Subsidiaries that relate to this Agreement or the Arrangement.

Section 4.4 Competition Act Approvals

(1) As soon as reasonably practicable following execution hereof but in any event within ten Business Days of the date hereof, the Purchaser shall, in consultation with the Company, prepare and submit to the Commissioner a request for an ARC, or in the alternative a No-Action Letter, together with a request for a waiver in accordance with section 113(c) of the Competition Act, with respect to the transactions contemplated by this Agreement. In addition, if requested by either the Purchaser or the Company, acting reasonably, the Purchaser and the Company shall as soon as practicable and at least within ten Business Days of such request, each make, or shall cause their respective affiliates, if applicable, to make a premerger notification filing with respect to the transactions contemplated by this Agreement with the Commissioner in accordance with Part IX of the Competition Act. The Purchaser and the Company shall, and shall cause their affiliates to, promptly make any appropriate or necessary subsequent or supplemental filings and cooperate with each other in the preparation of such filing in such manner as is reasonably necessary and appropriate.

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(2) The Purchaser shall use commercially reasonable efforts to obtain the Competition Act Approval as soon as reasonably practicable (which, for greater certainty, shall not require any of the Purchaser or any of its Subsidiaries to divest or hold separate any portion of its business or the business of the Company being acquired hereunder), but in any event no later than three Business Days prior to the Outside Date and the Company shall use commercially reasonable efforts to assist the Purchaser in obtaining the Competition Act Approval.

(3) The Purchaser and the Company shall not, and shall cause their affiliates not to, take any action that will have, or might reasonably be expected to have, the effect of materially delaying, impairing or impeding the granting of the Competition Act Approval by the Outside Date. Without limiting the generality of the foregoing, the Purchaser shall not, and shall cause its affiliates not to, acquire or agree to acquire by merging with or into or consolidating or amalgamating with or into, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, combination, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets, if the entering into of a definitive agreement relating to, or the consummation of such acquisition, merger, amalgamation or consolidation would reasonably be expected to: (i) impose any material delay, impairment or impediment on the granting of the Competition Act Approval by the Outside Date; or (ii) materially increase the risk of any Governmental Entity entering an order or seeking to enter an order enjoining or prohibiting the consummation of the Arrangement, Plan of Arrangement or transactions contemplated by this Agreement.

(4) Without limiting the generality of any other provisions herein, in connection with obtaining the Competition Act Approval, subject to applicable Law, each Party will, and will cause its affiliates to do each of the following:

(a) permit the other Party to review in advance any proposed applications, notices, filings, submissions, material correspondence and material written communications (including responses to requests for information and inquiries from any Governmental Entity) in respect of obtaining or concluding the Competition Act Approval, and will provide the other Party a reasonable opportunity to comment thereon and agree to give reasonable consideration to those comments when preparing subsequent drafts and final versions, provided that it is agreed that competitively sensitive information may be redacted from materials shared between the Parties and shared on an external counsel only basis;

(b) coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested by the other Party in connection with obtaining the Competition Act Approval;

(c) promptly provide the other Party with any applications, notices, filings, submissions, material correspondence and material written communications (including responses to requests for information and inquiries from any Governmental Entity) that were submitted to a Governmental Entity in respect of obtaining or concluding the Competition Act Approval, provided that it is agreed that competitively sensitive information may be redacted from materials shared between the Parties and shared on an external counsel only basis;

(d) respond as soon as practicable to any requests for information, documents, interviews or testimony (including in respect of any submissions or supplementary information requests) or requests for meetings by any Governmental Entity in connection with the transactions contemplated by this Agreement;

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(e) not participate in any substantive meeting or discussion (whether in person, by telephone, by email or otherwise) with any Governmental Entity in respect of obtaining or concluding the Competition Act Approval unless it consults in advance with the other Party and the other Party or its external legal counsel is provided with an opportunity to attend and participate in such meetings or discussions, unless such Governmental Entity requests otherwise;

(f) keep the other Party promptly informed of the status of discussions relating to obtaining or concluding the Competition Act Approval; and

(g) refrain from extending or consenting to any extension of any applicable waiting or review period or enter into any agreement or commitment with a Governmental Entity to delay or not consummate the transactions contemplated by this Agreement, except upon the prior written consent of the other Party (which shall not be unreasonably withheld).

(5) The filing fee payable in connection with obtaining the Competition Act Approval shall be borne by the Purchaser.

Section 4.5 Access to Information; Confidentiality

(1) Throughout the period prior to the Effective Time, the Company will (and will cause its Subsidiaries to) as soon as practicable after a request from the Purchaser is received: (a) afford the Purchaser's officers and other authorized Representatives reasonable access to its directors, senior management, books, Contracts and records; (b) furnish promptly to the Purchaser all information concerning its business and operations, Subsidiaries, assets and properties, liabilities and obligations and personnel as may reasonably be requested (including, for the avoidance of doubt, continuing access to the Company Data Room); and (c) provide reasonable cooperation to the Purchaser's officers and other representatives with respect to day one readiness integration planning (such as payroll, regulatory compliance and financial reporting requirements); provided however, in each case that: (i) access to any people contemplated in this Section 4.5(1) will be provided during the Company's normal business hours unless the Company agrees otherwise; (ii) the Company's compliance with any request under this Section 4.5(1) will not unduly interfere with the conduct of the Company's business; and (iii) the Company need not supply the Purchaser or its Representatives with any information which, in the reasonable judgment of the Company, is under a legal obligation not to supply, including, without limitation, pursuant to the provisions of the Competition Act; provided, that, with respect to clause (iii), the Company shall use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation. Without limiting the generality of the foregoing, subject to the terms of any existing Contracts, the Company shall, upon the Purchaser's request, facilitate discussions between the Purchaser and any third party from whom consent may be required.

(2) Throughout the period prior to the Effective Time, the Purchaser will (and will cause its Subsidiaries to) as soon as practicable after a request from the Company is received furnish promptly to the Company all information concerning its business, properties and personnel as may reasonably be requested (including, for the avoidance of doubt, continuing access to the Purchaser Data Room) and in each case to the extent reasonably necessary (A) to prepare, file, and mail the Company Circular, or (B) in connection with obtaining the Competition Act Approval, provided however, in each case that: (i) the Purchaser's compliance with any request under this Section 4.5(2) will not unduly interfere with the conduct of the Purchaser's business; and (ii) the Purchaser need not supply the Company or its Representatives with any information which, in the reasonable judgment of the Purchaser, is under a legal obligation not to supply, including, without limitation,

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pursuant to the provisions of the Competition Act; provided, that, with respect to clause (ii), the Purchaser shall use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation.

(3) Investigations made by or on behalf of a Party, whether under this Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

(4) The Parties acknowledge that the Confidentiality Agreement continues to apply and that any information provided under Section 4.5(1) above that is non-public and/or proprietary in nature shall be subject to the terms of the Confidentiality Agreement. For greater certainty, if this Agreement is terminated in accordance with its terms, the obligations under the Confidentiality Agreement shall survive the termination of this Agreement in accordance with its terms.

Section 4.6 Cooperation Regarding Reorganization

(1) Subject to Section 4.6(2), the Company agrees that, upon the reasonable request by the Purchaser, the Company shall use its commercially reasonable efforts, and shall cause each of its Subsidiaries to: (i) effect such reorganizations of the Company's or its Subsidiaries' business, operations and assets as the Purchaser may request, acting reasonably (each a "Pre-Acquisition Reorganization"); and (ii) cooperate with the Purchaser and its advisors to determine the nature of the Pre-Acquisition Reorganizations that might be undertaken and the manner in which they would most effectively be undertaken.

(2) The Company will not be obligated to participate in any Pre-Acquisition Reorganization under Section 4.6(1) unless the Company determines in good faith that such Pre-Acquisition Reorganization:

(a) is not prejudicial to the Company, any of its Subsidiaries or the Company Shareholders, as a whole;

(b) does not result in (i) any material breach by the Company of any Material Contract; (ii) a breach of any Law or (iii) a breach of the Company's or any of its Subsidiaries' Constating Documents;

(d) does not require the approval of the Company Shareholders or, after the mailing of the Company Circular, to require any amendment thereto;

(e) does not, in the opinion of the Company, acting reasonably, interfere with the ongoing operations of the Company or any of its Subsidiaries;

(f) does not result in Taxes being imposed, directly or indirectly, on, or an adverse Tax or other consequences to, any Company Shareholder or the holders of Company Options, Company RSUs or Company PSUs that are incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any Pre-Acquisition Reorganization;

(g) does not adversely affect the Tax status of the Company or any of its Subsidiaries;

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(h) does not reduce or change the form of the Consideration provided for under the Arrangement;

(i) can be completed prior to the Effective Date and can be reversed or unwound in the event the Arrangement is not consummated without adversely affecting the Company, any of its Subsidiaries or the Company Shareholders; and

(j) shall become effective no later than on the Business Day immediately before the Effective Date.

(3) The Purchaser must provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 15 Business Days prior to the Effective Date. Upon receipt of such notice, the Company and the Purchaser shall work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do such other acts and things as are necessary to give effect to such Pre-Acquisition Reorganization, including any amendment to this Agreement or the Plan of Arrangement and shall seek to have any such Pre-Acquisition Reorganization made effective as of the last moment of the Business Day ending immediately prior to the Effective Date.

(4) The Purchaser agrees that it will be responsible for all costs and expenses associated with any Pre-Acquisition Reorganization to be carried out at its request and that any Pre-Acquisition Reorganization will not be considered in determining whether a representation, warranty or covenant of the Company under this Agreement has been breached (including where any such Pre-Acquisition Reorganization requires the consent of any third party under a Contract) or if a condition for the benefit of the Purchaser has been satisfied.

(5) The Purchaser hereby indemnifies the Company, its Subsidiaries and their respective officers, directors and employees for all costs or losses, liabilities, damages, claims, costs, expenses, interest Awards, judgments and penalties, including any adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred in connection with or as a result of any proposed Pre-Acquisition Reorganization or the unwinding of any Pre-Acquisition Reorganization.

(6) The Purchaser waives any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or a Subsidiary reasonably and in good faith pursuant to a request by the Purchaser in accordance with this Section 4.6.

Section 4.7 Public and Employee Communications

(1) The Company and the Purchaser shall consult with each other in issuing any press release or otherwise making any public announcement or statement concerning the transactions contemplated hereby and shall agree on the text of joint press releases by which the Company and the Purchaser will announce (i) the execution of this Agreement and (ii) the completion of the Arrangement. The Parties shall co-operate in the preparation of presentations, if any, to Company Shareholders and holders of Purchaser Shares regarding the Arrangement. Except as required by Law or stock exchange rules, a Party must not issue any press release or make any other public statement or disclosure with respect to this Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that any Party that is required to make disclosure by Law or stock exchange rules shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review or comment on the disclosure or filing. The Party making such disclosure shall give

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reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice promptly following the making of such disclosure or filing.

(2) Except as may be required by Law or stock exchange rules, prior to making any internal Company-wide or other broad communication to employees of the Company or any of its Subsidiaries with respect to the transactions contemplated herein: (a) the Company will provide the Purchaser with a copy of the intended communication; (b) the Purchaser will have one (1) Business Day to review and provide comments (and, in circumstances requiring prompt communication to address material developments, the Company will provide the intended communication as soon as reasonably practicable and allow a minimum of six (6) hours for review); (c) the Company will consider any such comments in good faith; and (d) for clarity, the content and timing of any such communication shall be determined by the Company, provided that such communication is, in all material respects, consistent with the most recent joint press releases, public disclosures or public statements by the Parties regarding the transactions contemplated herein and does not contradict or otherwise conflict with applicable Law or stock exchange rules. The Purchaser's failure to deliver comments within the applicable time period shall be deemed no objection by the Purchaser to the proposed communication. Nothing in this Section 4.7(2) shall restrict the Company from making ordinary-course, targeted communications to employees that are not broad communications, or from responding to employee inquiries, in each case so long as such communications are consistent in all material respects with the foregoing.

(3) Except as may be required by Law or stock exchange rules, prior to making any internal Purchaser-wide or other broad communication to employees of the Purchaser with respect to the transactions contemplated herein: (a) the Purchaser will provide the Company with a copy of the intended communication; (b) the Company will have one (1) Business Day to review and provide comments (and, in circumstances requiring prompt communication to address material developments, the Purchaser will provide the intended communication as soon as reasonably practicable and allow a minimum of six (6) hours for review); (c) the Purchaser will consider any such comments in good faith; and (d) for clarity, the content and timing of any such communication shall be determined by the Purchaser, provided that such communication is, in all material respects, consistent with the most recent joint press releases, public disclosures or public statements by the Parties regarding the transactions contemplated herein and does not contradict or otherwise conflict with applicable Law or stock exchange rules. The Company's failure to deliver comments within the applicable time period shall be deemed no objection by the Company to the proposed communication. Nothing in this Section 4.7(3) shall restrict the Purchaser from making ordinary-course, targeted communications to employees that are not broad communications, or from responding to employee inquiries, in each case so long as such communications are consistent in all material respects with the foregoing.

(4) Each Party shall ensure that any internal broad communications to its employees pursuant to Section 4.7(2) and Section 4.7(3): (a) do not contain any Misrepresentation; (b) are not misleading or disparaging with respect to the other Party; and (c) do not disclose competitively sensitive information of the other Party, except as agreed by the other Party or to the extent required by Law or stock exchange rules (and then, to the extent legally permissible, after consulting with the other Party in accordance with this Section 4.7). For the avoidance of doubt, nothing in this Section 4.7 shall prevent either Party from making internal announcements or having discussions with stakeholders or responding to questions from investors or other stakeholders at regularly scheduled investor calls or an information session held with investors and other stakeholders in respect of the Arrangement, in each case so long as such announcements and discussions are consistent in all

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material respects with the most recent press releases, public disclosures or public statements by the Parties.

(5) Each of the Company and the Purchaser agrees that each Party will file a material change report required to be filed following the public announcement of this Agreement in accordance with applicable Securities Laws and that the copy of this Agreement to be publicly filed in connection with each such material change report will contain such redactions as each Party may reasonably request, provided such redactions are permitted by applicable Law.

Section 4.8 Notice and Cure Provisions

(1) Each Party shall promptly notify the other Party upon its knowledge of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement until the earlier of the Effective Time and the time this Agreement is terminated in accordance with its terms; or

(b) result in the failure to comply in any material respect with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.

(2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

(3) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) or Section 7.2(1)(d)(iv) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any wilful breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting or the making of the application for the Final Order, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Company Meeting or delay making the application for the Final Order, or both, to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.

Section 4.9 Insurance and Indemnification

(1) Prior to the Effective Date, the Company shall purchase customary "tail" or "run off" policies of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which

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are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the costs of such policies will not exceed 300% of the Company's current annual aggregate premium for directors' and officers' liability insurance policies maintained by the Company and its Subsidiaries as of the date of this Agreement.

(2) The Purchaser shall, from and after the Effective Time, cause the Company (or any successor) to honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries to the extent that they are contained in the Constating Documents of the Company or disclosed in the Company Disclosure Letter (including by way of Contract), and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

(3) If either of the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns following the Effective Time (i) consolidates or amalgamates with or merges or liquidates into any other Person and is not a continuing or surviving corporation or entity of such consolidation, amalgamation, merger or liquidation, or (ii) transfers all or substantially all of its properties and assets to any Person, proper arrangements shall be made so as to ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Purchaser, the Company or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9 and acknowledges that such rights shall survive the Effective Time and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

(4) This Section 4.9 shall survive the consummation of the Arrangement and is intended to be for the benefit of, and shall be enforceable by, the present and former employees, officers and directors of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the present and former employees, officers and directors of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives.

Section 4.10 TSXV De-listing

Subject to Laws, the Purchaser and the Company shall use their commercially reasonable efforts to cooperate with the other Party in taking, or causing to be taken, all actions necessary to cause (i) the Company Shares to be de-listed from the TSXV and the OTC Markets with effect immediately following the acquisition by Purchaser of the Company Shares pursuant to the Arrangement, and (ii) the Company to cease to be a reporting issuer under applicable Securities Laws as promptly as practicable following the Effective Date.

Section 4.11 Appointment of Director to Purchaser's Board of Directors

On the Effective Date, in accordance with the steps set forth in the Plan of Arrangement, the Purchaser shall appoint David Lazzarato, a Canadian citizen and current member of the Company Board, to the Purchaser's board of directors.

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ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation

(1) Except as expressly provided in this Article 5, the Company shall not, directly or indirectly, through any director, Company Employee, representative (including any financial or other advisor) or agent of the Company or of any of its Subsidiaries (collectively "Representatives"), and shall not permit any such Person to:

(a) solicit, 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) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

(b) enter into or otherwise engage or participate in any negotiations or discussions with any Person (other than with the Purchaser or any of its affiliates) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Company may (i) provide a written response (with a copy to the Purchaser) to any Person for the purpose of ascertaining facts from such Person and clarifying the terms and conditions of any proposal or offer made by such Person, (ii) advise any Person of the restrictions of this Agreement, and (iii) advise any Person making an Acquisition Proposal that the Company Board has determined that such Acquisition Proposal does not constitute a Superior Proposal, in each case, if, in so doing, no other information that is prohibited from being communicated under this Agreement is communicated to such Person; or

(2) Except as expressly provided in this Article 5, the Company shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion or negotiations, or other activities commenced on or prior to the date of this Agreement with any Person (other than with the Purchaser) with respect to any inquiry, proposal or offer that would reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company shall:

(a) promptly discontinue access to and disclosure of all confidential information, including any data room, properties, facilities and Books and Records of the Company or of any of its Subsidiaries; and

(b) within five Business Days of the date hereof request, and exercise all rights it has to require the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary provided to any Person other than the Purchaser since December 31, 2024 in connection with any potential Acquisition Proposal (including before the date of this Agreement), including using its commercially reasonable efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.

(3) The Company represents and warrants that, in the 12 months prior to the date hereof, the Company has not waived any standstill or similar agreement or restriction to which the Company or any

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Subsidiary is a party relating to an Acquisition Proposal, and covenants and agrees that (i) the Company shall use commercially reasonable efforts to enforce each confidentiality, standstill, nondisclosure or similar agreement or restriction to which the Company or any Subsidiary is a party, and (ii) neither the Company, nor any Subsidiary will, without the prior written consent of the Purchaser (which may be withheld or delayed in the Purchaser's sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person's obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill, non-disclosure or similar agreement or restriction to which the Company or any Subsidiary is a party in connection with a potential or actual Acquisition Proposal, it being acknowledged and agreed that the automatic termination of any standstill, confidentially or non-disclosure provisions of any such agreement or restriction as a result of the entering into and announcement of this Agreement by the Company pursuant to the express terms of any such agreement or restriction, shall not be a violation of this Section 5.1 and that the Company shall not be prohibited from considering an Acquisition Proposal from a party whose obligations so terminated automatically upon the entering into and announcement of this Agreement.

Section 5.2 Notification of Acquisition Proposals

(1) If, after the date of this Agreement, the Company or any of its Subsidiaries or any of their respective directors or officers, receives an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary (which request may be reasonably considered to be in furtherance of, or in relation to, an Acquisition Proposal), including but not limited to information, access, or disclosure relating to the properties, facilities, or Books and Records of the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 24 hours, in writing, of such Acquisition Proposal or request, including a description of its material terms and conditions and the identity of all Persons making such Acquisition Proposal or request, and shall provide the Purchaser with copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person and such other details of such Acquisition Proposal or request as the Purchaser may reasonably request in writing.

(2) The Company shall keep the Purchaser reasonably informed on a prompt basis of the status of material developments and negotiations with respect to any Acquisition Proposal or request, including any material changes, modifications or other amendments to any such Acquisition Proposal or request and shall provide to the Purchaser copies of all material correspondence and documents if in writing or electronic form, and if not in writing or electronic form, a description of the material terms of such correspondence communicated to the Company by or on behalf of any Person making such Acquisition Proposal or request.

Section 5.3 Responding to an Acquisition Proposal

(1) Notwithstanding Section 5.1 or any other agreement between the Parties, if at any time, prior to obtaining the Required Approval, the Company receives an unsolicited written Acquisition Proposal, the Company and its Representatives may (a) contact the Person making such Acquisition Proposal and its Representatives for the purpose of clarifying the terms and conditions of such Acquisition Proposal, and (b) engage in or participate in discussions or negotiations with such Person regarding such Acquisition Proposal and may provide copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, if and only if, in the case of clause (b) above:

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(a) the Company Board first determines in good faith, after consultation with its financial advisors and its outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal (disregarding for such determination any due diligence or access condition);

(b) such Person was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement or restriction with the Company or its Subsidiaries;

(c) the Acquisition Proposal did not arise as a result of a violation, in any material respect, by the Company of this Article 5;

(d) prior to providing copies of, access to or disclosure of confidential information, properties, facilities, books or records of the Company or its Subsidiaries, the Company enters into a confidentiality and standstill agreement with such Person on customary terms having a term not less than 12 months, provided that such confidentiality and standstill agreement may allow such Person to make an Acquisition Proposal and related communications confidentially to the Company Board; and

(e) the Company promptly provides the Purchaser with:

(i) prior written notice stating the Company's intention to participate in such discussions or negotiations and to provide such copies, access or disclosure;

(ii) prior to providing any such copies, access or disclosure, a true, complete and final executed copy of the confidentiality and standstill agreement referred to in Section 5.3(1)(d); and

(iii) any non-public information concerning the Company and its Subsidiaries provided to such other Person which was not previously provided to the Purchaser.

Section 5.4 Purchaser Right to Match

(1) If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to obtaining the Required Approval, the Company Board may, or may cause the Company to, make a Change in Recommendation and approve, recommend or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure or similar agreement or restriction;

(b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Company Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention to approve, recommend or enter into a definitive agreement with respect to such Superior Proposal including a notice as to the value in financial terms that the Company Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered under the Superior Proposal (the "Superior Proposal Notice");

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(c) the Company or its Representatives have provided the Purchaser a copy of any proposed definitive agreement for the Superior Proposal;

(d) at least five (5) Business Days (the "Matching Period") have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal;

(e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2), to offer to amend this Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;

(f) after the Matching Period, the Company Board has determined in good faith, after consultation with its legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2)); and

(g) the Company Board has determined, in good faith, after consultation with the Company's outside legal counsel that the failure to take the relevant action would be inconsistent with its fiduciary duties; and

(h) prior to or concurrently with making a Change in Recommendation or entering into such definitive agreement the Company terminates this Agreement pursuant to Section 7.2(1)(c)(ii) and pays the Termination Fee pursuant to Section 8.2(2).

(2) During the Matching Period, or such longer period as the Company may approve in writing for such purpose: (a) the Company Board shall review any offer made by the Purchaser to amend the terms of this Agreement and the Arrangement in good faith, after consultation with outside legal and financial advisors, in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and (b) if the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal as a result of such amendment, the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of this Agreement and the Arrangement as would enable the Purchaser and/or its affiliates to proceed with the transactions contemplated by this Agreement on such amended terms. If as a consequence of the foregoing the Company Board determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend this Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(3) Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Company Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and the Purchaser shall be afforded a new five Business Day Matching Period from the later of the date on which the Purchaser received the new Superior Proposal Notice from the Company and the date on which the Purchaser received a copy of the proposed definitive agreement for the new Superior Proposal from the Company.

(4) At the Purchaser's reasonable request, the Company Board shall promptly reaffirm the Company Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or if the Company Board determines that a

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proposed amendment to the terms of this Agreement as contemplated under Section 5.4(2) would result in an Acquisition Proposal which has been publicly announced no longer being a Superior Proposal. The Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall consider all reasonable comments to such press release as requested by the Purchaser and its outside legal counsel.

(5) If the Company provides a Superior Proposal Notice to the Purchaser after a date that is less than five Business Days before the Company Meeting, the Company shall either proceed with or shall postpone or adjourn the Company Meeting to a date acceptable to both Parties (acting reasonably) that is not more than five Business Days after the scheduled date of the Company Meeting, but in any event to a date that is not less than six Business Days prior to the Outside Date.

(6) Nothing contained in this Agreement shall prohibit the Company Board (or the Company Strategic Review Committee) from: (i) making any disclosure or fulfilling its legal obligations to Company Shareholders, if the Company Board (or the Company Strategic Review Committee), after consultation with legal and financial advisors, has determined in good faith that such disclosure or action is necessary for the Company Board to act in a manner consistent with its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal that it determines is not a Superior Proposal through a directors' circular or otherwise as required by Law); (ii) calling and/or holding a meeting of Company Shareholders requisitioned by the BCBCA or the Company Shareholders in accordance with the BCBCA and the Company Constating Documents; or (iii) taking any other action with respect to an Acquisition Proposal to the extent ordered or otherwise mandated by a court of competent jurisdiction in accordance with Law; provided however that the Company shall provide the Purchaser and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 5.4(6) and shall give reasonable consideration to comments made by the Purchaser Parties and their outside legal counsel.

ARTICLE 6

CONDITIONS

Section 6.1 Mutual Conditions Precedent

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

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

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

(3) Competition Act Approval. The Competition Act Approval has been obtained and has not been modified or rescinded.

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(4) Illegality. No Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement or any other transactions contemplated in this Agreement.

(5) Canadian Securities Laws. The distribution of the Purchaser Shares pursuant to the Arrangement shall be exempt from the prospectus requirements of applicable Securities Laws in Canada either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of exemptions under applicable Securities Laws and shall not be subject to resale restrictions in Canada under applicable Securities Laws (other than as applicable to control persons or pursuant to Section 2.6 of National Instrument 45-102 – Resale of Securities).

(6) TSX Confirmation and Stock Exchange Approval. The TSX Confirmation and Stock Exchange Approval has been obtained and has not been rescinded by the TSX.

(7) U.S. Securities Laws. The issuance of the Consideration Shares and Replacement Options pursuant to the Arrangement shall be exempt from the registration requirements of the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption, provided, however, that the Company shall not be entitled to the benefit of the conditions in this Section 6.1(7), and shall be deemed to have waived such condition in the event that the Company fails to (A) advise the Court prior to the hearing in respect of the Interim Order that the Purchaser intends to rely on the exemption from registration afforded by the Section 3(a)(10) Exemption based on the Court's approval of the Arrangement or (B) comply with the requirements set forth in Section 2.12 on its part to be complied with.

Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser

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

(1) Representations and Warranties. (a) The representations and warranties of the Company set forth in Section (a) [Organization and Qualification], Section (b) [Corporate Authorization], Section (c) [Execution and Binding Obligation], Section (e)(i) [Non-Contravention of Constating Documents], Sections (f)(i) and (f)(ii) [Capitalization], Section (o) [Absence of Certain Changes], Section (jj) [Brokers] and Section (oo) [Board and Strategic Review Committee Approval] of Schedule "C" are true and correct as of the date hereof and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) other than for de minimis inaccuracies; and (b) all other representations and warranties of the Company set forth in this Agreement are true and correct as of the date hereof and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, would not have a Company Material Adverse Effect (and, for this purpose, any reference to "material", "Company Material Adverse Effect" or other concepts of materiality in such representations and warranties shall be disregarded), and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case on behalf of the Company and without personal liability) addressed to the Purchaser and dated the Effective Date.

(2) Performance of Covenants. The Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming

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same to the Purchaser, executed by two senior officers of the Company (in each case on behalf of the Company and without personal liability) addressed to the Purchaser and dated the Effective Date.

(3) No Legal Action. There is no Action (whether, for greater certainty, by a Governmental Entity or any other Person other than the Purchaser or its Subsidiaries) pending in any jurisdiction to:

(a) cease trade, enjoin, prohibit, or impose any material limitations, damages or conditions on, the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any Company Shares, including the right to vote the Company Shares;

(b) prohibit or restrict the Arrangement, or the ownership or operation by the Purchaser or its Subsidiaries of a material portion of the business or assets of the Purchaser and its Subsidiaries, the Company or any of its Subsidiaries, or compel the Purchaser or its Subsidiaries to dispose of or hold separate any material portion of the business or assets of the Purchaser and its Subsidiaries, the Company or any of its Subsidiaries as a result of the Arrangement or the transactions contemplated by this Agreement; or

(c) prevent or materially delay the consummation of the Arrangement, or if the Arrangement is consummated, have a Company Material Adverse Effect or a Purchaser Material Adverse Effect.

(4) Dissent Rights. Dissent Rights shall have not been exercised (excluding any Dissent Rights that have been exercised and subsequently withdrawn) with respect to more than 5% of the issued and outstanding Company Shares.

(5) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Company Material Adverse Effect and the Company shall have provided to the Purchaser a certificate of two senior officers of the Company to that effect (on the Company's behalf and without personal liability).

(6) Preferred Share Retraction. The Preferred Share Retraction (or, if so elected by the Company Preferred Shareholder, the conversion of the Company Preferred Shares into Company Shares in accordance with its terms and the Company's Constating Documents) shall have been completed, such that there are no Company Preferred Shares outstanding prior to the Effective Time, and the aggregate amount paid to the Company Preferred Shareholders in respect of the Preferred Share Retraction shall not exceed $450,000.

Section 6.3 Additional Conditions Precedent to the Obligations of the Company

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

(1) Representations and Warranties. The representations and warranties of the Purchaser set forth in Section (a) [Organization and Qualification], Section (b) [Corporate Authorization], Section (c) [Execution and Binding Obligation], Section (e)(i) [Non-Contravention of Constating Documents], Section (g) [Capitalization], Section (k) [Purchaser Shares] and Section (q) [Absence of Certain Changes] of Schedule "D" were true and correct as of the date of this Agreement and are true and correct as of the Effective Time other than for de minimis inaccuracies, and all other representations and warranties of the Purchaser set forth in this Agreement were true and correct as of the date of

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this Agreement and are true and correct as of the Effective Time in all respects, except where any failure or failures of such representations and warranties to be so true and correct would not, individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect (disregarding any materiality or "Purchaser Material Adverse Effect" qualification contained in any such representation and warranty for the purpose of determining whether any such failure or failures would not, individually or in the aggregate, reasonably be expected to result in such a Purchaser Material Adverse Effect), in each case except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date, and the Purchaser has delivered a certificate confirming same to the Company, executed by two senior officers of the Purchaser (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

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

(3) Material Adverse Effect. Since the date of this Agreement, there shall not have occurred a Purchaser Material Adverse Effect and the Purchaser shall have provided to the Company a certificate of two senior officers of the Purchaser to that effect (on the Purchaser's behalf and without personal liability).

(4) Deposit of Consideration. The Purchaser shall have deposited or caused to be deposited with the Depositary in escrow in accordance with Section 2.9, sufficient Cash Consideration and an irrevocable direction for aggregate Purchaser Share Consideration to be paid in respect of the Company Shares pursuant to the Plan of Arrangement and the Depositary shall have confirmed to the Company the receipt of such funds and irrevocable direction.

(5) Listing Status. No delisting from the TSX in respect of the Purchaser Shares shall have occurred since the date of this Agreement, and the Purchaser shall be, and shall have remained, a reporting issuer (or the equivalent) in good standing under applicable Securities Laws in each jurisdiction in which it is a reporting issuer, shall not be noted in default by any Securities Authority, and no cease trade order, suspension of trading or similar order in respect of any securities of the Purchaser shall have been issued and remain in effect.

(6) Key Shareholder Approval. The Key Shareholder Approval shall be in full force and effect and shall not have been rescinded, modified or revoked.

(7) Key Shareholder Support Agreement. The Key Shareholder Support Agreement shall be in full force and effect and not have been amended, waived, or terminated in a manner materially adverse to the Company, and the Purchaser shall have delivered to the Company a true and complete copy thereof.

Section 6.4 Satisfaction of Conditions

The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 will be conclusively deemed to have been satisfied, waived or released when the Closing Certificate is executed by the Parties.

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Section 6.5 Frustration of Conditions

Neither the Purchaser nor the Company may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied if such failure was caused by such Party's breach in any material respect of any provision of this Agreement or failure in any material respect to use the standard of efforts required from such Party to consummate the transactions contemplated hereby.

ARTICLE 7

TERM AND TERMINATION

Section 7.1 Term

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

Section 7.2 Termination

(1) This Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the Company or the Purchaser if:

(i) the Required Approval is not obtained at the Company Meeting in accordance with the Interim Order; provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(i) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;

(ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that (A) the enactment, making, enforcement or amendment of such Law was not primarily due to the failure of such Party to perform any of its covenants or agreements under this Agreement, and (B) the Party seeking to terminate this Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement; or

(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(1)(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement; or

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under this Agreement occurs that would

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cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured on or prior to the Outside Date or is not cured in accordance with the terms of Section 4.8(3); provided that any wilful breach shall be deemed to be incapable of being cured and the Company is not then in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.2(1) [Company Representations and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied; or

(ii) prior to obtaining the Required Approval, the Company Board makes a Change in Recommendation or the Company or a Subsidiary of the Company enters into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3) with respect to a Superior Proposal in accordance with Section 5.4, and that prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(2);

(iii) since the date of this Agreement, there has occurred and is continuing a Purchaser Material Adverse Effect, which is incapable of being cured on or prior to the Outside Date; or

(iv) subject to obtaining the Final Order and the satisfaction or waiver of the other conditions precedent contained herein in its favour (other than conditions which, by their nature, are only capable of being satisfied as of the Effective Time), the Purchaser does not provide or cause to be provided to the Depositary sufficient Cash Consideration and an irrevocable direction for aggregate Purchaser Share Consideration in accordance with Section 2.9;

(d) the Purchaser if:

(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under this Agreement occurs that would cause any condition in Section 6.2(1) [Company Representations and Warranties Condition] or Section 6.2(2) [Company Covenants Condition] not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.8(3); provided that the Purchaser is not in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] not to be satisfied;

(ii) the Company Board or the Company Strategic Review Committee (A) fails to unanimously (with Jennifer McCarron abstaining) recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Company Board Recommendation, (B) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend or takes no position or a neutral position, in each case with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five Business Days after having been requested in writing to do so by the Purchaser, acting reasonably (or beyond the third Business Day prior to the date of the Company Meeting, if sooner), (C) enters into (other than a confidentiality agreement permitted by and in accordance with Section 5.3) or publicly proposes

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to enter into, any agreement, letter of intent, or Contract in respect of an Acquisition Proposal; (D) fails to publicly reaffirm the Company Board Recommendation (without qualification) within five Business Days after having been requested in writing by the Purchaser to do so acting reasonably (collectively, a "Change in Recommendation"), or (E) the Company breaches Article 5 in any material respect;

(iii) any event occurs as a result of which the condition set forth in Section 6.2(4) [Dissent Rights] is not capable of being satisfied by the Outside Date; or
(iv) since the date of this Agreement, there has occurred and is continuing a Company Material Adverse Effect, which is incapable of being cured on or prior to the Outside Date.

(2) The Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to Section 7.2(1)(a)) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for such Party's exercise of its termination right.

Section 7.3 Effect of Termination/Survival

If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that: (a) in the event of termination under Section 7.1 as a result of the Effective Time occurring, Section 4.9 and shall survive for a period of six (6) years following such termination; and (b) in the event of termination under Section 7.2, this Section 7.3, and Section 8.2 through to and including Section 8.17, Section 2.4(6), Section 2.4(7), Section 4.6(5) and the provisions of the Confidentiality Agreement (in the case of the Confidentiality Agreement, pursuant to the terms set out therein) shall survive, and provided further that no Party shall be relieved of any liability for any wilful breach by it of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

Section 8.1 Amendments

This Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Company Meeting but not later than the Effective Time, be amended, subject to the Plan of Arrangement, the Interim Order, the Final Order and applicable Law, by mutual written agreement of the Parties, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify or waive any inaccuracies in any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(c) waive or modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) waive compliance with or modify any mutual conditions contained in this Agreement.

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Section 8.2 Termination Fee

(1) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company shall pay the Purchaser the Termination Fee in accordance with Section 8.2(2) as proceeds of disposition of the Purchaser's right under this Agreement. For the purposes of this Agreement, "Termination Fee" means $3,560,000 and "Termination Fee Event" means the termination of the Agreement:

(a) by the Purchaser, pursuant to Section 7.2(1)(d)(ii) [Change in Recommendation];

(b) by the Company, pursuant to Section 7.2(1)(c)(ii) [Superior Proposal]; or

(c) by (A) the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) [Failure of Company Shareholders to Approve], or Section 7.2(1)(b)(iii) [Occurrences of Outside Date] (provided that the Purchaser is not in breach of this Agreement so as to directly or indirectly cause any condition in Section 6.3(1) [Purchaser Representations and Warranties Condition] or Section 6.3(2) [Purchaser Covenants Condition] not to be satisfied), or (B) the Purchaser pursuant to Section 7.2(1)(d)(i) [Company Breach of Representation or Warranty or Failure to Perform Covenant] as a result of a wilful breach by the Company or any of its Subsidiaries, if:

(i) following the date hereof and prior to such termination, an Acquisition Proposal is made or publicly announced or otherwise publicly disclosed by any Person (other than the Purchaser or any of its affiliates) or any Person (other than the Purchaser or any of its affiliates) shall have publicly announced an intention to make an Acquisition Proposal; and

(ii) within 12 months following the date of such termination, (A) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (B) the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract (other than a confidentiality agreement permitted by and in accordance with Section 5.3) in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within twelve months after such termination).

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

(2) The Termination Fee shall be paid by the Company to the Purchaser by wire transfer of immediately available funds to an account designated by the Purchaser as follows:

(a) in the case of a Termination Fee Event pursuant to Section 8.2(1)(a), within two (2) Business Days following the occurrence of such Termination Fee Event;

(b) in the case of a Termination Fee Event pursuant to Section 8.2(1)(b), prior to or concurrently with the occurrence of such Termination Fee Event; and

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(c) in the case of a Termination Fee Event pursuant to Section 8.2(1)(c), on or prior to the consummation of the Acquisition Proposal giving rise to such Termination Fee Event.

(3) For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion.

(4) Notwithstanding any other provision relating to the payment of fees or expenses, including the payment of brokerage fees, if a Regulatory Termination Fee Event occurs, the Purchaser shall pay, or cause to be paid, to the Company (or as directed by the Company) by wire transfer of immediately available funds $1,500,000 (the "Regulatory Termination Fee"), in accordance with Section 8.2(5), such payment to the Company to be in consideration for the disposition by the Company of its contractual rights under this Agreement. For the purposes of this Agreement, "Regulatory Termination Fee Event" means only the termination of this Agreement by the Purchaser or the Company pursuant to Section 7.2(1)(b)(ii) [Legal Restraints] or Section 7.2(1)(b)(iii) [Outside Date], if:

(a) in the case of termination pursuant to Section 7.2(1)(b)(ii) [Legal Restraints], the Law giving rise to such termination relates to the Competition Act Approval, and in the case of termination pursuant to Section 7.2(1)(b)(iii) [Outside Date], the Competition Act Approval has not been obtained; and

(b) at the time of such termination, all conditions in Section 6.1(1), Section 6.1(2), Section 6.1(4) (excluding to the extent it relates to the Competition Act Approval), Section 6.1(5), Section 6.1(6), Section 6.1(7) and Section 6.2 have been satisfied or waived by the applicable Party or Parties (excluding the conditions set forth in Section 6.2(1), Section 6.2(2) and Section 6.2(3) (to the extent it relates to Competition Act Approval), that by their terms or nature are to be satisfied on the Effective Date, but are reasonably capable of being satisfied by the Effective Date).

(5) If a Regulatory Termination Fee Event occurs, the Regulatory Termination Fee shall be paid (less any applicable withholding Tax) within two Business Days following such Regulatory Termination Fee Event.

(6) Notwithstanding anything in this Agreement to the contrary, the Purchaser or the Company, as applicable, may pursue both a grant of specific performance in accordance with Section 8.8 and the payment of the Termination Fee or the Regulatory Termination Fee, as applicable, under this Section 8.2; provided that no Party shall be entitled to duplicative recovery.

Section 8.3 Expenses

(1) Subject to Section 8.2(1), Section 8.2(4) and Section 4.4, and except as otherwise expressly provided in this Agreement, all out-of-pocket third party transaction expenses incurred in connection with this Agreement and the Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of the Company incurred prior to or after the Effective Time in connection with, or incidental to, the Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.

(2) The Company confirms that other than the fees disclosed in Section 8.3(2) of the Company Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder's fee or other fee or commission in connection with the transactions contemplated by this Agreement.

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Section 8.4 Privacy Issues

(1) For the purposes of this Section 8.4, "Transferred Information" means any Personal Information to be disclosed or conveyed to one Party or any of its representatives or agents (for purposes of this Section 8.4, the "Recipient") by or on behalf of the other Party (for purposes of this Section 8.4, the "Disclosing Party") as a result of or in conjunction with the transactions contemplated herein, and includes all such Personal Information disclosed to the Recipient on or prior to the Agreement Date.

(2) Each Disclosing Party acknowledges and confirms that any Transferred Information which it is responsible for disclosing to a Recipient is necessary for the purposes of determining if the Parties shall proceed with the transactions contemplated in this Agreement, and if the determination is made to proceed with such transactions contemplated, to complete them.

(3) Each Disclosing Party shall, upon request, use reasonable efforts to advise the Recipient of the purposes for which the Transferred Information was initially collected from or in respect of the individual to which such Transferred Information relates and the additional purposes where the Disclosing Party has notified the individual of such additional purpose, and where required by Applicable Law, obtained the consent of such individual to such collection, use or disclosure.

(4) In addition to its other obligations hereunder, each of the Parties shall, and shall use reasonable commercial efforts to cause its Recipients to:

(a) prior to the completion of the transactions contemplated herein: (A) use and disclose the Transferred Information disclosed or conveyed to it or any of its representatives or agents solely for the purpose of reviewing and completing the transactions contemplated hereby, including for the purpose of determining whether to complete such transactions; (B) protect the Transferred Information by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; and (C) if the transactions contemplated hereby do not proceed, return the Transferred Information to the Disclosing Party or destroy it, at the Disclosing Party's election, within a reasonable time;

(b) after the completion of the transactions contemplated herein: (A) use and disclose the Transferred Information under its control only for those purposes for which the Transferred Information was initially collected, permitted to be used or disclosed, unless: (I) the Disclosing Party or the Recipient has first notified the individual about whom the Transferred Information related of any additional purpose, and where required by applicable Law, obtained the consent of such individual to such additional purpose; or (II) such use or disclosure is permitted or authorized by applicable Law, without notice to, or consent from, such individual; (B) protect the Transferred Information under its control by making reasonable security arrangements against such risks as unauthorized access, collection, use, disclosure, copying, modification, disposal or destruction; provided, however, that such arrangements include, at a minimum, safeguards that are appropriate to the sensitivity of the Transferred Information; (C) give effect to any withdrawal of consent made by an individual to whom the Transferred Information under its control relates; and (D) if and to the extent required by applicable Law, Disclosing Party shall notify the individual about whom the Transferred Information related that the information has been transferred to the Recipient; and

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(c) notwithstanding any other provision herein, where the disclosure or transfer of Transferred Information to the Recipient requires the consent of, or the provision of notice to, the individual about whom the Transferred Information relates, the Disclosing Party shall not disclose or transfer such Transferred Information until it has first notified such individual of such disclosure or transfer and the purpose for same, and where required by Applicable Law, obtained the individual's consent to same and to only collect, use and disclose such information to the extent necessary to complete the transactions contemplated herein and as authorized or permitted by Laws.

Section 8.5 Acknowledgment

(1) Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the Parties would not enter into this Agreement, and that the amounts set out in Section 8.2 represent liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, which the other Party will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and are not a penalty. Each of the Parties irrevocably waive any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

(2) In the event the amounts set out in Section 8.2 are paid to the Purchaser (or as it directs), no other amounts will be due and payable as damages or otherwise by the Company, and the Purchaser accepts that such payments are the maximum aggregate amount that the Company shall be required to pay in lieu of any damages or any other payments or remedy which the Purchaser may be entitled to in connection with this Agreement or the transactions contemplated by this Agreement; provided, however, that this limitation shall not apply in the event of a wilful breach by the Company of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the amount set out in Section 8.2). The Purchaser shall also have the right to injunctive and other equitable relief in accordance with Section 8.8 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

(3) In the event the amounts set out in Section 8.2 are paid to the Company (or as it directs), no other amounts will be due and payable as damages or otherwise by the Purchaser, and the Company accepts that such payments are the maximum aggregate amount that the Purchaser shall be required to pay in lieu of any damages or any other payments or remedy which the Company may be entitled to in connection with this Agreement or the transactions contemplated by this Agreement; provided, however, that this limitation shall not apply in the event of a wilful breach by the Purchaser of its representations, warranties, covenants or agreements set forth in this Agreement (which breach and liability therefore shall not be affected by termination of this Agreement or any payment of the amount set out in Section 8.2). The Company shall also have the right to injunctive and other equitable relief in accordance with Section 8.8 to prevent breaches or threatened breaches of this Agreement and to enforce compliance with the terms of this Agreement.

Section 8.6 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:

(1) to the Company at:

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Thunderbird Entertainment Group Inc.
123 West 7th Avenue
Vancouver, British Columbia, V5Y 1L8

Attention: Jennifer McCarron
Email: [Redacted – Personal Information]

with a copy to:

DLA Piper (Canada) LLP
333 Bay Street #5100
Toronto, Ontario, M5H 2R2

Attention: Russel Drew / Jamie Mandell
Email: [email protected] / [email protected]

(2) to the Purchaser at:

Blue Ant Media Corporation
99 Atlantic Avenue, 4th Floor
Toronto, Ontario, M6K 3J8

Attention: Michael MacMillan, Chief Executive Officer & Director
Email: [Redacted – Personal Information]

and to:

Attention: Astrid Zimmer, Chief Legal Officer
Email: [Redacted – Personal Information]

with a copy to:

Bennett Jones LLP
1 First Canadian Place, Suite 3400
100 King Street West
Toronto, Ontario M5X 1A4

Attention: Gary Solway / Kris Hanc
Email: [email protected] / [email protected]

Any notice or other communication is deemed to be given and received (i) if sent by personal delivery, same day courier or email, 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 or (ii) if sent by overnight courier, on the next Business Day. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a notice will be assumed not to be changed. 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 8.7 Time of the Essence

Time is of the essence in this Agreement.

Section 8.8 Injunctive Relief

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

Section 8.9 Third Party Beneficiaries

(1) Except as provided in Section 2.4, Section 4.6 and Section 4.9 which, without limiting their terms, are intended as stipulations for the benefit of the third parties mentioned in such provisions (such third parties referred to in this Section 8.9 as the "Third Party Beneficiaries"), the Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

(2) Despite the foregoing, the Parties acknowledge to each of the Third Party Beneficiaries their direct rights against the applicable Party under Section 4.9, which are intended for the benefit of, and shall be enforceable by, each Third Party Beneficiary, his or her heirs and his or her legal representatives, and for such purpose, the Company confirms that it is acting as agent on their behalf, and agrees to enforce such provisions on their behalf.

Section 8.10 Waiver

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

Section 8.11 Entire Agreement

This Agreement, together with the Company Disclosure Letter, the Purchaser Disclosure Letter and the Confidentiality Agreement, constitute the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

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Section 8.12 Successors and Assigns

(1) This Agreement becomes effective only when executed by the Company and the Purchaser. After that time, it will be binding upon and enure to the benefit of the Company, the Purchaser and their respective successors and permitted assigns.

(2) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party, except that the Purchaser may assign all or any portion of its rights and obligations under this Agreement to any of its direct or indirect wholly-owned Subsidiaries provided that such assignment does not delay the consummation of the transactions contemplated by this Agreement, but no such assignment shall relieve the Purchaser of its obligations hereunder.

Section 8.13 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 8.14 Governing Law

(1) This Agreement will 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.

(2) Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Section 8.15 Rules of Construction

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

Section 8.16 No Liability

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

Section 8.17 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by electronic means) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and

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such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

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

THUNDERBIRD ENTERTAINMENT GROUP INC.

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

BLUE ANT MEDIA CORPORATION

By: (signed) "Michael MacMillan"
Name: Michael MacMillan
Title: Chief Executive Officer & Director

SCHEDULE "A"

PLAN OF ARRANGEMENT

See attached.

PLAN OF ARRANGEMENT

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions

Unless indicated otherwise, where used in this Plan of Arrangement, capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Arrangement Agreement and the following terms shall have the following meanings (and grammatical variations of such terms shall have corresponding meanings):

"Affected Securityholders" means, collectively, Company Shareholders, Company Optionholders, Company PSU Holders and Company RSU Holders.

"Arrangement Agreement" means the arrangement agreement dated as of November 25, 2025 between the Company and the Purchaser, as same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, providing for, among other things, the Arrangement.

"Arrangement Resolution" means the special resolution of Company Shareholders approving the Plan of Arrangement considered at the Company Meeting.

"Arrangement" means an arrangement under Division 5 of Part 9 of the BCBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or Article 5 hereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"BCBCA" means the Business Corporations Act (British Columbia).

"Business Day" means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario or Vancouver, British Columbia.

"Cash Consideration" means $1.77 per Company Share payable in cash.

"Cash Elected Shares" has the meaning ascribed thereto in Section 2.4(a)(i).

"Cash Election" has the meaning ascribed thereto in Section 2.4(a)(i).

"Cash Proration Factor" means the quotient, rounded to four decimal places, the numerator of which is the Maximum Cash Consideration, and the denominator of which is the Total Elected Cash Consideration (provided, for greater certainty, that the Cash Proration Factor cannot be more than one (1)).

"Closing Certificate" means a certificate in the form attached hereto as Appendix "A" which, when signed by an authorized representative of each of the Parties, will constitute acknowledgement by the Parties that this Plan of Arrangement has been implemented and is effective in accordance with its terms.

"Code" means the U.S. Internal Revenue Code of 1986, as amended.

"Company" means Thunderbird Entertainment Group Inc.

"Company Incentive Plans" means, collectively, the Company Legacy Option Plan, the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company Incentive Securities" means, collectively, the Company Options, Company PSUs and Company RSUs.

"Company Legacy Incentive Plan" means the Employee Plan that is the Company's equity incentive compensation plan which was last approved by Company Shareholders on December 12, 2024.

"Company Legacy Option Plan" means the Employee Plan that is the Company's rolling 10% stock option plan which was last approved by Company Shareholders on December 12, 2024.

"Company Meeting" means the special meeting of Company Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the Company Circular and agreed to in writing by the Purchaser.

"Company Omnibus Plan" means the Employee Plan that is the Company's omnibus share compensation plan which was approved by Company Shareholders on December 12, 2024.

"Company Optionholders" means the holders of Company Options.

"Company Options" means the outstanding options to purchase Company Shares issued pursuant to the Company Legacy Option Plan.

"Company PSU Holders" means the holders of Company PSUs.

"Company PSUs" means the outstanding performance share units issued pursuant to the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company RSU Holders" means the holders of Company RSUs.

"Company RSUs" means the outstanding restricted share units issued pursuant to the Company Legacy Incentive Plan and the Company Omnibus Plan.

"Company Share" means a common share of the Company.

"Company Shareholders" means the holders of the Company Shares.

"Consideration" means the consideration to be received by Company Shareholders (other than Dissenting Shareholders) pursuant to this Plan of Arrangement consisting, in respect of each Company Share that is issued and outstanding immediately prior to the Effective Time, of either

(i) the Purchaser Share Consideration, or (ii) the Cash Consideration, in each case subject to proration in accordance with Section 2.5.

"Court" means the Supreme Court of British Columbia.

"Depository" has the meaning ascribed thereto in the Arrangement Agreement.

"Dissent Rights" has the meaning specified in Section 3.1.

"Dissenting Shareholder" means a registered Company Shareholder as of the Record Date who has validly exercised its Dissent Rights in accordance with the Interim Order and who, as of the Effective Time, has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Company Shares in respect of which such Dissent Rights are validly exercised by such holder.

"Dissenting Shares" means the Company Shares held by Dissenting Shareholders in respect of which Dissent Rights are validly exercised.

"DRS Advice" means a Direct Registration System advice.

"Effective Date" means the date specified as the "Effective Date" on the Closing Certificate upon which the Arrangement becomes effective.

"Effective Time" means 12:01 a.m. (Vancouver Time) on the Effective Date, or such other time as the Parties agree to in writing in the Closing Certificate.

"Election Deadline" means 4:00 p.m. (Vancouver time) on the third (3rd) Business Day immediately prior to the date of the Company Meeting.

"Exchange Ratio" means 0.2165.

"Governmental Entity" means (i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, (iv) any stock exchange, or (v) any arbitration panel or arbitrator deciding or resolving contractual disputes or interpreting any provisions of a Contract.

"Interim Order" means the interim order of the Court made pursuant to Section 291 of the BCBCA, in a form acceptable to the Company and the Purchaser, each acting reasonably, providing

for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court with the consent of the Company and the Purchaser, each acting reasonably.

"In-The-Money Amount" means, in respect of a Company Option or Replacement Option at any time, the amount, if any, by which the aggregate fair market value, at that time, of the shares subject to such option exceeds the aggregate exercise price under such option.

"Letter of Transmittal and Election Form" means the letter of transmittal and election form enclosed with the Company Circular sent in connection with the Company Meeting pursuant to which, among other things, Company Shareholders may elect to receive, in accordance with the election procedures set out in Section 2.4, the Cash Consideration (subject to proration in accordance with Section 2.5) or the Purchaser Share Consideration.

"Liens" means any mortgage, charge, pledge, hypothec, security interest, prior claim or lien (statutory or otherwise), leases, title retention agreements, restrictions, easements, rights-of-way, options or adverse claims or encumbrances of any kind or character whatsoever, in each case, whether contingent or absolute.

"Maximum Cash Consideration" has the meaning ascribed thereto in Section 2.5.

"Parties" means, collectively, the Company and the Purchaser and "Party" means any one of them.

"Plan of Arrangement" means this plan of arrangement and any amendments or variations hereto made in accordance with the Arrangement Agreement and Article 5 hereof or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

"Purchaser" means Blue Ant Media Corporation.

"Purchaser Share Consideration" means, in respect of each Company Share, that fraction of a Purchaser Share equal to the Exchange Ratio for each Company Share.

"Purchaser Share Election" has the meaning ascribed thereto in Section 2.4(a)(ii).

"Purchaser Shares" means the subordinate voting shares in the capital of the Purchaser.

"Record Date" means the record date for determining shareholders entitled to vote at the Company Meeting.

"Replacement Option" means an option or right to purchase Purchaser Shares granted by the Purchaser in replacement of Company Options outstanding immediately prior to the Effective Time, on the basis set forth in Section 2.3(c).

"Section 3(a)(10) Exemption" means the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof.

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended.

"Total Elected Cash Consideration" has the meaning specified under Section 2.5(b).

"U.S. Securities Act" means the United States Securities Act of 1933, as the same has been, and hereafter from time to time may be, amended, and the rules and regulations promulgated thereunder.

Section 1.2 Certain Rules of Interpretation.

(a) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.

(b) Currency. All references to dollars or to $ are references to Canadian dollars unless indicated otherwise.

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

(d) Certain Phrases, etc. Wherever the word "including," "includes" or "include" is used in this Plan of Arrangement, it shall be deemed to be followed by the words "without limitation." The phrase "the aggregate of," "the total of," "the sum of" or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of."

(e) Statutes. Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been, or may from time to time be, amended or re-enacted, unless stated otherwise.

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

(g) Time References. References to time are to local time, Vancouver, British Columbia.

ARTICLE 2 ARRANGEMENT

Section 2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to the provisions of the Arrangement Agreement and constitutes an arrangement as referred to in Division 5 of Part 9 of the BCBCA.

Section 2.2 Binding Effect

This Plan of Arrangement and the Arrangement shall become effective at, and be binding at and after, the Effective Time on the Company, the Purchaser, all registered and beneficial Company Shareholders (including Dissenting Shareholders), all holders of Company Incentive Securities, the registrar and transfer agent of the Company, the Depositary and all other Persons, without any further act or formality required on the part of any Person.

Section 2.3 Arrangement

Commencing at the Effective Time, each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, effective as at two-minute intervals starting at the Effective Time, except as indicated otherwise:

(a) each Dissenting Share shall be deemed to have been transferred by the holder thereof to the Purchaser (free and clear of any Liens) without any further act or formality in exchange for a debt claim against the Purchaser to be paid fair value in respect of such Dissenting Share as set out in Section 3.1, and:

(i) each such Dissenting Shareholder shall cease to be a holder of each such Dissenting Share and to have any rights as a holder of such Dissenting Share other than the right to be paid fair value for such Dissenting Share as set out in Section 3.1;

(ii) each such Dissenting Shareholder's name shall be removed as a holder of such Dissenting Share from the central securities register of Company Shares maintained by or on behalf of the Company; and

(iii) the Purchaser shall be and shall be deemed to be the holder of all of the outstanding Dissenting Shares (free and clear of all Liens), and the Purchaser shall be entered in the central securities register of Company Shares maintained by or on behalf of the Company as the holder of such Dissenting Shares;

(b) subject to Section 2.4 and Section 2.5, each Company Share held by a Company Shareholder (other than a Dissenting Shareholder) shall be, and shall be deemed to be, transferred by the holder thereof to the Purchaser (free and clear of all Liens) in consideration for:

(i) in the case of a Company Share for which the Cash Election was made under Section 2.4(a)(i), the Cash Consideration, subject to proration in accordance with Section 2.5, or

(ii) in the case of a Company Share for which the Purchaser Share Election was made under Section 2.4(a)(ii) or deemed to have been made under Section 2.4(b), 2.4(c) or Section 2.5(b), the Purchaser Share Consideration,

and in respect of the Company Shares so transferred to the Purchaser under this Section 2.3(b):

(A) each such Company Shareholder shall cease to be a holder of each such Company Share and to have any rights as a holder of such Company Share

other than the right to be paid the Consideration by the Depositary in accordance with this Plan of Arrangement;

(B) each such Company Shareholder's name shall be removed as a holder of such Company Shares from the central securities register of Company Shares maintained by or on behalf of the Company; and

(C) the Purchaser shall be, and shall be deemed to be, the holder of such Company Shares (free and clear of all Liens), and the Purchaser shall be entered in the central securities register of Company Shares maintained by or on behalf of the Company as the holder of such Company Shares;

(c) each Company Option outstanding at the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Company Shares and will be exchanged for a Replacement Option to acquire such number of Purchaser Shares as is equal to: (i) that number of Company Shares that were issuable upon exercise of such Company Option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, rounded down to the nearest whole number of Purchaser Shares. The exercise price per Purchaser Share subject to a Replacement Option shall be an amount equal to the quotient determined by dividing: (X) the exercise price per Company Share at which such Company Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded up to the nearest whole cent. All other terms and conditions of a Replacement Option, including the term to expiry, vesting, conditions to and manner of exercising, shall be the same as those of the Company Option for which it was exchanged, and any certificate or option agreement previously evidencing the Company Option shall thereafter evidence and be deemed to evidence such Replacement Option. Notwithstanding any of the foregoing, in respect only of Company Optionholders, if any, who are resident in Canada (within the meaning of the Tax Act) or who received their Company Options in respect of the performance of duties of an office or employment in Canada (for the purposes of the Tax Act), it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Company Option for a Replacement Option, and accordingly, in respect only of such Company Optionholders, in the event that the In-The-Money Amount (for greater certainty, otherwise determined without regard to this sentence of Section 2.3(c)) in respect of a Replacement Option exceeds the In-The-Money Amount in respect of the Company Option for which it is exchanged, then the exercise price per Purchaser Share of such Replacement Option will be increased accordingly with the effect at and from the time of this step set forth in this Section 2.3(c) by the minimum amount necessary to ensure that the In-The-Money Amount (for greater certainty, otherwise determined without regard to this sentence of this Section 2.3(c)) in respect of the Replacement Option does not exceed the In-The-Money Amount in respect of such Company Option. It is further intended that each Company Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the Code and further that if such Company Option is an "incentive stock option" (as defined in Section 422 of the Code) in a manner compliant with Section 424 of the Code, and this Section 2.3(c) will be construed consistently with such intent;

(d) each outstanding Company RSU that has not vested prior to the Effective Time shall (i) be adjusted, and be deemed to have been adjusted, pursuant to the Company Incentive Plan under which it was issued, so that upon vesting of such Company RSU the holder of such Company RSU shall be entitled to receive in lieu of a Company Share a fraction of a

Purchaser Share equal to the Exchange Ratio, (ii) remain outstanding on the same terms as it had immediately prior to the Effective Time, apart from the adjustment referred to in (i) of this Section 2.3(d), and (iii) continue to be subject to and governed by the relevant Company Incentive Plan; and

(e) each outstanding Company PSU that has not vested prior to the Effective Time shall (i) be adjusted, and be deemed to have been adjusted, pursuant to the Company Incentive Plan under which it was issued, so that upon vesting of such Company PSU the holder of such Company PSU shall be entitled to receive in lieu of a Company Share a fraction of a Purchaser Share equal to the Exchange Ratio, (ii) remain outstanding on the same terms as it had immediately prior to the Effective Time, apart from the adjustment referred to in (i) of this Section 2.3(e), and (iii) continue to be subject to and governed by the relevant Company Incentive Plan.

Section 2.4 Election

With respect to the transfer of Company Shares to the Purchaser pursuant to Section 2.3(b):

(a) each Company Shareholder, other than a Dissenting Shareholder, shall, by depositing with the Depositary prior to the Election Deadline a duly completed Letter of Transmittal and Election Form, which election shall be irrevocable and may not be withdrawn, together with any certificates representing such Company Shares, indicate:

(i) the number of Company Shares for which such Company Shareholder elects to receive Cash Consideration (the "Cash Election", and such Company Shares "Cash Elected Shares"), and
(ii) the number of Company Shares for which such Company Shareholder elects to receive Purchaser Share Consideration (the "Purchaser Share Election"),

in the case of the Cash Consideration, subject to proration in accordance with Section 2.5;

(b) any Company Shareholder who does not deposit with the Depositary a duly completed Letter of Transmittal and Election Form prior to the Election Deadline, or otherwise fails to fully comply with the requirements of Section 2.4(a) shall be deemed to have made the Purchaser Share Election for all Company Shares held;

(c) if any Dissenting Shareholder exercises Dissent Rights but, for any reason, is not ultimately determined to be entitled to be paid the fair value of such Dissenting Shareholder's Dissenting Shares, such Dissenting Shareholder shall be deemed to have made the Purchaser Share Election for all such Company Shares held;

(d) any deposit of a Letter of Transmittal and Election Form and the accompanying certificate(s) representing former Company Shares shall be made at the address of the Depositary specified in the Letter of Transmittal and Election Form; and

(e) any registered Company Shareholder who holds Company Shares as a nominee, custodian, depositary, trustee or in any other representative capacity for beneficial owners of Company Shares may submit a separate Letter of Transmittal and Election Form in accordance with the instructions of such beneficial owner for each such beneficial owner.

Section 2.5 Cash Proration

(a) Notwithstanding Section 2.4 or any other provision herein to the contrary, the maximum aggregate amount of Cash Consideration to be paid to holders of Company Shares pursuant to Section 2.3(b)(i) shall be $40,000,000.00 (the "Maximum Cash Consideration"); and

(b) Subject to Section 2.7 and Section 4.3, but notwithstanding Section 2.4 or any other provision herein to the contrary, in the event that the aggregate amount of Cash Consideration that would otherwise be payable to holders of Company Shares pursuant to Section 2.3(b)(i) but for the application of this Section 2.5 (the "Total Elected Cash Consideration") exceeds the Maximum Cash Consideration, then each Company Shareholder that made a Cash Election in respect of Cash Elected Shares shall instead be deemed to have elected to receive Cash Consideration for the number of such Cash Elected Shares equal to the product obtained when the number of such Cash Elected Shares is multiplied by the Cash Proration Factor, rounded down to the nearest whole Company Share, and to have elected to receive Purchaser Share Consideration for the remainder of such Cash Elected Shares, which remainder shall be, for greater certainty, the difference between the original Cash Elected Shares and the number of Cash Elected Shares so rounded down. Following application of the Cash Proration Factor and such rounding, if the aggregate Cash Consideration payable would otherwise be less than the Maximum Cash Consideration, eligibility to receive Cash Consideration for additional whole Company Shares shall be allocated, one (1) share at a time, to Company Shareholders in descending order of their respective Fractional Remainders until paying any additional whole share would cause the aggregate Cash Consideration to exceed the Maximum Cash Consideration. If two or more Company Shareholders have equal Fractional Remainders for the final available whole share, allocation shall be determined by random selection conducted by the Depositary. For greater certainty, in no event shall any Company Shareholder be allocated Cash Consideration in respect of more Company Shares than the number of such holder's Cash Elected Shares. For purposes of this Section 2.5(b), "Fractional Remainder" means, with respect to a Company Shareholder, the fractional part (if any) of the product of such holder's Cash Elected Shares and the Cash Proration Factor, determined immediately prior to such rounding.

Section 2.6 No Liens

Any transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 2.7 Adjustment to Consideration

Notwithstanding any restriction or any other matter in the Arrangement Agreement to the contrary, the Consideration payable to a Company Shareholder pursuant to Section 2.3(b) shall be adjusted to reflect fully the effect of any stock split, reverse split, dividend (including any dividend or distribution of securities convertible into Company Shares or Purchaser Shares, as applicable), consolidation, reorganization, recapitalization or other like change with respect to Company Shares or Purchaser Shares, as applicable, effected in accordance with the terms of the Arrangement Agreement occurring after the date of the Arrangement Agreement and prior to the Effective Time.

Section 2.8

U.S. Securities Laws

Notwithstanding any provision herein to the contrary, the Company and the Purchaser each agree that this Plan of Arrangement will be carried out with the intention that, and they will use their commercially reasonable best efforts to ensure that, all: (a) Purchaser Shares to be issued to Company Shareholders pursuant to Section 2.3(b); and (b) Replacement Options to be issued in exchange for Company Options pursuant to Section 2.3(c), whether in the United States, Canada or any other country, will be issued in reliance on the Section 3(a)(10) Exemption and similar exemptions under applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement and this Plan of Arrangement.

ARTICLE 3 RIGHTS OF DISSENT

Section 3.1 Rights of Dissent for Company Shareholders

Registered holders of Company Shares as of the Record Date may exercise rights of dissent with respect to Company Shares ("Dissent Rights") pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA and this Section 3.1 in connection with the Arrangement, as modified by the Interim Order and the Final Order and this Section 3.1; provided that the written notice setting forth the objection to the Arrangement must be received by the Company not later than 5:00 p.m. (Pacific time) two (2) Business Days immediately preceding the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders as of the Record Date who duly exercise Dissent Rights shall be deemed to have transferred the Company Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens (other than the right to be paid fair value for such Company Shares as set out in this Section 3.1), as provided in Section 2.3(a) and if they:

(a) ultimately are entitled to be paid fair value for their Company Shares: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3(a)); (ii) will be entitled to be paid the fair value of such Dissenting Shares by the Purchaser, which fair value, notwithstanding anything contrary contained in Section 245 of the BCBCA, shall be determined as of the close of business on the Business Day before the Arrangement Resolution was adopted at the Company Meeting; and (iii) will not be entitled to any other payment or consideration, including any Purchaser Share Consideration or Cash Consideration to which such holder would have been entitled under the Arrangement had such holder not exercised Dissent Rights in respect of such Company Shares; or

(b) ultimately are not entitled, for any reason, to be paid fair value for their Dissenting Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares and shall be deemed to have transferred each of his, her or its Dissenting Shares to the Purchaser free and clear of all Liens (without any action on the part of the holder of such Dissenting Share) and shall be deemed to have made the Purchaser Share Election for all such Company Shares held.

Section 3.2 Recognition of Dissenting Holders

(a) In no circumstances shall the Purchaser or the Company or any other Person be required to recognize a Person exercising Dissent Rights as a Dissenting Shareholder unless such Person is the registered holder of those Company Shares in respect of which such rights are sought to be exercised as of the Record Date.

(b) For greater certainty, in no case shall the Purchaser or the Company or any other Person be required to recognize any Dissenting Shareholders as holders of Company Shares in respect of which Dissent Rights have been validly exercised after the completion of the step in Section 2.3(a), and the names of such Dissenting Shareholders shall be removed from the central securities register of Company Shares in respect of which Dissent Rights have been validly exercised at the same time as the step described in Section 2.3(a) occurs. In addition to any other restrictions under Division 2 of Part 8 of the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of any Company Incentive Securities; (ii) Company Shareholders who vote or have instructed a proxyholder to vote such Company Shares in favour of the Arrangement Resolution (but only in respect of such Company Shares), and (iii) any beneficial and unregistered holder of Company Shares.

ARTICLE 4 CERTIFICATES AND PAYMENTS

Section 4.1 Share Certificates

(a) Until surrendered as contemplated by this Section 4.1, certificates which immediately prior to the Effective Time represented Company Shares (other than Company Shares in respect of which Dissent Rights have been validly exercised and not withdrawn) shall be deemed after the Effective Time to represent only the right to receive the Consideration which the former holder of such Company Shares is entitled to receive pursuant to Article 2 of this Plan of Arrangement, subject to compliance with the requirements set forth in this Article 4.

(b) Upon surrender to the Depositary for cancellation of a certificate (if any) which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3, together with a duly completed and executed Letter of Transmittal and Election Form and any such additional documents and instruments as the Depositary may reasonably require, the registered holder of the Company Shares represented by such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such Company Shareholder, as soon as practicable after the Effective Time, the Consideration that such Company Shareholder has the right to receive under the Arrangement for such Company Shares, less any amounts withheld pursuant to Section 4.2, and any certificate so surrendered shall forthwith be cancelled.

Section 4.2 Payment of Consideration

(a) At or prior to the Effective Time, the Purchaser shall (i) deposit with the Depositary, for the benefit of Company Shareholders, cash in an amount sufficient to satisfy the aggregate Cash Consideration payable pursuant to Section 2.3(b) after giving effect to Section 2.5, and (ii) deliver or cause to be delivered to the Depositary in escrow certificates or DRS Advices representing such number of Purchaser Shares sufficient to satisfy the aggregate Purchaser Share Consideration as provided in and in the amount specified in Section 2.3(b), which cash and certificates or DRS Advices shall be held by the Depositary as agent and nominee for the Company Shareholders for distribution to the Company Shareholders in accordance with this Section 4.2.

(b) All amounts receivable by Company Shareholders pursuant to the Arrangement shall be without interest and any interest earned on funds held in trust by the Depositary for the benefit of such Persons shall be for the sole benefit of the Purchaser.

(c) The Purchaser, the Company or the Depositary shall be entitled to deduct and withhold from any amount payable to any Person under this Plan of Arrangement, such amounts as the Purchaser, the Company or the Depositary, acting reasonably, determines are required to be deducted and withheld with respect to such payment under the Tax Act, the Code or any provision of any other Law. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes hereof as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such amounts are actually remitted to the appropriate taxing authority. Each of the Purchaser, the Company and the Depositary shall be permitted to sell or otherwise dispose of, on behalf of any Person, such portion of the Purchaser Shares or any other consideration deliverable under the Arrangement to such Person as is necessary to provide sufficient funds to enable the Purchaser, the Company or the Depositary to deduct, withhold or remit any amount for purposes of this Section 4.2(c) and the Purchaser, the Company or the Depositary, as the case may be, shall notify the applicable Person of the details of such disposition, including the gross and net proceeds and any adjustments thereto, and shall remit any unapplied balance of the net proceeds of such sale or other disposition to the Person.

Section 4.3 No Fractional Purchaser Shares and Rounding of Cash Consideration

(a) In no event shall any fractional Purchaser Shares be issued under this Plan of Arrangement. Where the aggregate number of Purchaser Shares to be issued to a Company Shareholder as consideration under this Plan of Arrangement would result in a fraction of a Purchaser Share being issuable, then the number of Purchaser Shares to be issued to such Company Shareholder shall, without any additional compensation, be rounded down to the nearest whole Purchaser Share.

(b) If the aggregate Cash Consideration which a Company Shareholder is entitled to receive pursuant to Section 2.3(b) would otherwise include a fraction of $0.01, then the aggregate cash amount which such Company Shareholder shall, without any additional compensation, be entitled to receive shall be rounded down to the nearest whole $0.01.

Section 4.4 Lost Certificates

In the event any certificate or DRS Advice which immediately prior to the Effective Time represented one or more outstanding Company Shares that were transferred pursuant to Section 2.3 shall have been lost, stolen or destroyed upon the making of an affidavit or statutory declaration of that fact by the Person claiming such certificate or DRS Advice to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the central securities register maintained by or on behalf of the Company, the Depositary will issue in exchange for such lost, stolen or destroyed certificate or DRS Advice the Consideration that such holder has the right to receive in accordance with Section 2.3 and such holder's Letter of Transmittal and Election Form. When authorizing such exchange for any lost, stolen, or destroyed certificate or DRS Advice, the Person to whom such Consideration is to be paid shall, as a condition precedent to the delivery of such Consideration, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser and the Depositary may direct, or otherwise indemnify the Purchaser and the Depositary in a manner satisfactory to the Purchaser and the Depositary (each acting reasonably) against any claim that may be made against the

Purchaser or the Depositary with respect to the certificate or DRS Advice alleged to have been lost, stolen or destroyed.

Section 4.5 Extinction of Rights

If any instrument or certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Company Shares that were transferred pursuant to Section 2.3 (or are the subject of an affidavit of loss and bond or other indemnity pursuant to Section 4.4), together with such other documents or instruments that are required to be delivered by such former Company Shareholder in order to receive payment for its Company Shares, are not deposited on or prior to the second anniversary of the Effective Date, such instrument and certificate or DRS Advice shall cease to represent a claim or interest of any kind or nature against the Company or the Purchaser. On such date, the aggregate Consideration to which the former Company Shareholder referred to in the preceding sentence was ultimately entitled, and any dividends or other distributions thereon held pursuant to Section 4.6, shall be deemed to have been surrendered for no consideration to the Purchaser and shall be returned to the Purchaser (or any successor) by the Depositary. Any payment made by way of cheque by the Depositary pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary or that otherwise remains unclaimed, in each case, on or before the second anniversary of the Effective Date, shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the Consideration pursuant to this Plan of Arrangement shall terminate and shall be deemed to have been surrendered for no consideration to the Purchaser and shall be returned to the Purchaser (or any successor) by the Depositary.

Section 4.6 Post-Effective Time Distributions and Dividends

All dividends and distributions made after the Effective Time with respect to any Purchaser Shares allotted and issued pursuant to this Arrangement but for which a certificate has not been issued shall be paid or delivered to the Depositary to be held by the Depositary, subject to Section 4.5, in trust for the holder of such Purchaser Shares. All monies received by the Depositary shall be invested by it in interest bearing trust accounts upon such terms as the Depositary may reasonably deem appropriate. Subject to this Section 4.6, the Depositary shall pay and deliver to any such holder, as soon as reasonably practicable after application therefor is made by such holder to the Depositary in such form as the Depositary may reasonably require, such dividends and distributions and any interest thereon to which such holder is entitled pursuant to the Arrangement, net of any applicable withholding and other taxes.

Section 4.7 Calculations

All calculations and determinations made by the Purchaser and the Company or the Depositary, as applicable, for the purposes of this Plan of Arrangement shall be conclusive, final and binding.

ARTICLE 5 AMENDMENTS

Section 5.1 Amendments to Plan of Arrangement

(a) The Purchaser and the Company may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must be (i) set out in writing; (ii) approved by the Purchaser and the Company in writing (in each case, acting reasonably); (iii) filed with the Court and, if made following the Company Meeting, approved by the Court; and (iv) communicated to Affected Securityholders in the manner required by the Court (if so required).

(b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Purchaser or the Company at any time prior to the Company Meeting (provided that the other Party shall have consented thereto in writing) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Company Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

(c) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Company Meeting shall be effective only if (i) it is consented to in writing by each of the Purchaser and the Company (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by Company Shareholders voting in the manner directed by the Court.

(d) Any amendment, modification or supplement to this Plan of Arrangement may be made at any time after receipt of the Final Order but prior to the Effective Time, provided that it concerns a matter which, in the reasonable opinion of the Purchaser and the Company, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.

(e) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any Affected Securityholders, and such amendment, modification or supplement need not be filed with the Court or communicated to Affected Securityholders.

(f) This Plan of Arrangement may be abandoned prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE 6

MISCELLANEOUS

Section 6.1 Further Assurances

Notwithstanding that the transactions and events set out herein shall occur and shall be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser shall make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by either of them in order further to document or evidence any of the transactions or events set out herein.

Section 6.2 Paramountcy

From and after the Effective Time (i) this Plan of Arrangement shall take precedence and priority over the terms of any and all Company Shares, Company Options, Company RSUs and Company PSUs, (ii) the rights and obligations of registered and beneficial holders of Company Shares (including Dissenting Shareholders), Company Options, Company RSUs and Company PSUs, and the Company, the Purchaser, the Depositary and any trustee or registrar and transfer agent for the Company Shares, Company Options, Company RSUs and Company PSUs, shall be solely as provided for in this Plan of Arrangement, and (iii)

all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares, Company Options, Company RSUs and Company PSUs shall be deemed to have been settled, compromised, released and determined without liability except as set forth herein.

Appendix "A" to the Plan of Arrangement

CLOSING CERTIFICATE

Re: Arrangement Agreement dated as of November 25, 2025 between Blue Ant Media Corporation and Thunderbird Entertainment Group Inc. (the "Arrangement Agreement")

Defined terms used but not defined in this certificate shall have the meaning ascribed thereto in the Arrangement Agreement.

Each of the undersigned hereby confirms that the undersigned is satisfied that the conditions precedent to its respective obligations to complete the Arrangement Agreement have been satisfied and that the Arrangement is effective as of 12:01 a.m. (Vancouver time) on __, __.

THUNDERBIRD ENTERTAINMENT GROUP INC.

By:
Name:
Title:

BLUE ANT MEDIA CORPORATION

By:
Name:
Title:

SCHEDULE "B"

ARRANGEMENT RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

The arrangement (the "Arrangement") under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the "BCBCA") of Thunderbird Entertainment Group Inc. (the "Company"), as more particularly described and set forth in the management information circular (the "Circular") dated [●], 2025 of the Company accompanying the notice of this meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated November 25, 2025 between the Company and Blue Ant Media Corporation (the "Arrangement Agreement")) is hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement (the "Plan of Arrangement")), the full text of which is set out in Appendix [●] to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement Agreement, (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, and causing the performance of the Company of its obligations thereunder, and (iv) the Company's application for an interim order from the Supreme Court of British Columbia (the "Court") are hereby ratified, authorized, confirmed and approved.
The Company is hereby authorized to apply for a final order from the Court to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion and without notice to or approval of the shareholders of the Company, (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement, and (ii) subject to the terms of the Arrangement Agreement and before any provisions of the Arrangement take effect, to abandon the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver such documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing.

SCHEDULE "C"

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

(a) Organization and Qualification. The Company is a corporation duly incorporated and validly existing under the Laws of the Province of British Columbia and has the corporate power and authority to own and operate its assets and conduct its business as now owned and conducted. Except as disclosed in Section 3.1(a) of the Company Disclosure Letter, the Company is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which its assets are located or it conducts business, except where the failure to be so qualified, licensed, registered or in good standing would not reasonably be expected to have a Company Material Adverse Effect.

(b) Corporate Authorization. The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Company of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the consummation of the Arrangement other than: (A) approval by the Company Board of the Company Circular; (B) the Arrangement Resolution being approved and adopted by the Company Shareholders at the Company Meeting in accordance with the Interim Order and Law; and (C) filings with the Court in respect of the Arrangement.

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

(d) Governmental Authorization. The Company is not required to obtain any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity in connection with the execution, delivery and performance by the Company of its obligations under this Agreement and the consummation by the Company of the Arrangement other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) any actions or filings with the Securities Authorities or the TSXV; and (iv) the Competition Act Approval.

(e) Non-Contravention. Subject to obtaining the Authorizations and making the filings contemplated herein or referred to in the Company Disclosure Letter, the execution, delivery and performance by the Company of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(i) contravene, conflict with, or result in any violation or breach of the Constating Documents of the Company or any of its Subsidiaries;

(ii) assuming compliance with the matters referred to in paragraph (d) above, contravene, conflict with or result in a violation or breach of any Law or Authorizations applicable to the Company or any of its Subsidiaries, except as would not be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect; or

(iii) require any consent or notice under or other action by any Person, or result in a default under, or give rise to any right of termination, cancellation, acceleration or the loss of any

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material benefit to which the Company or any of its Subsidiaries is entitled (including any rights of first refusal or first offer, change in control provisions or other restrictions or limitations) under any Material Contract to the which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound.

(f) Capitalization.

(i) The authorized share structure capital of the Company consists of an unlimited number of Company Shares and Company Preferred Shares. As of the close of business on November 25, 2025, there were 49,352,322 Company Shares outstanding and 415,000 Company Preferred Shares outstanding. All outstanding Company Shares and Company Preferred Shares have been duly authorized and validly issued, and are fully paid and non-assessable. No Company Shares or Company Preferred Shares have been issued in violation of any Law or the Company's Constating Documents or any pre-emptive or similar rights applicable to them. As of close of business on November 25, 2025, there were 138,333 Company Shares issuable upon the conversion of Company Preferred Shares.

(ii) As of close of business on November 25, 2025, there were (i) 1,022,000 Company Shares issuable on the exercise of outstanding Company Options, (ii) 325,202 Company Shares issuable upon the settlement of Company RSUs, and (iii) Nil Company Shares issuable upon the settlement of Company PSUs. Section 3.1(f)(ii) of the Company Disclosure Letter sets forth, with respect to each Company Option, Company RSU and Company PSU outstanding as of the date hereof: (A) the holder of each Company Option, Company RSU and Company PSU; (B) the number and class of Company Shares issuable therefor; (C) the exercise price of each Company Option; (D) the grant and expiry dates; and (E) the vesting terms. All of the Company Shares issuable upon the exercise of rights under the Company Incentive Plans, including outstanding Company Options, Company RSUs and Company PSUs, have been duly authorized and, upon issuance in accordance with their respective terms, will be validly issued as fully paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.

(iii) Except as set out in paragraph (f)(ii) above and in connection with the Preferred Share Retraction, there are no:

(A) issued or outstanding options, equity-based awards, warrants, calls, conversion, pre-emptive, redemption, repurchase, stock appreciation or other rights, or any other agreements, arrangements, instruments or commitments of any kind that obligate the Company or any of its Subsidiaries to, directly or indirectly, issue or sell any securities of the Company or any of its Subsidiaries, or give any Person a right to subscribe for or acquire, any securities of the Company or any of its Subsidiaries;

(B) issued, outstanding or authorized obligations on the part of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any securities of the Company, or qualify securities for public distribution in Canada, the U.S. or elsewhere, or with respect to the voting or disposition of any securities of the Company or any of its Subsidiaries;

(C) rights that are linked in any way to the price of any securities of, or to the value of or any part of, or to any dividends or distributions paid on any securities of, the

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Company or any of its Subsidiaries, other than the rights of the Company Shareholders to dividends; or

(D) notes, bonds debentures or other evidences of indebtedness or any other agreements, arrangements, instruments or commitments of any kind of the Company or any of its Subsidiaries outstanding having the right to vote (or that are convertible or exercisable for securities having the right to vote) with Company Shareholders on any matter.

(iv) All outstanding securities of the Company have been issued in material compliance with all Laws.

(v) All dividends or distributions on the voting or equity securities of the Company that have been declared or authorized have been paid in full.

(g) Shareholders' and Similar Agreements. Other than the Company Incentive Plans, neither the Company nor any of its Subsidiaries is subject to, or affected by, any shareholder pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Company or any of its Subsidiaries.

(h) Subsidiaries.

(i) Section 3.1(h) of the Company Disclosure Letter sets forth a complete and accurate list as of the date of this Agreement of all Subsidiaries indicating, except as noted otherwise in Section 3.1(h) of the Company Disclosure Letter, (A) the name and jurisdiction and date of incorporation, organization or formation of such Person, (B) predecessor entities, including amalgamated entities (if any), (C) the percentage owned directly or indirectly by the Company, (D) extra provincial registrations (if any), (E) business name registrations (if any), (F) directors and officers, (G) issued and outstanding share capital (including the registered holder of such securities), (H) location of corporate records and minute books, and (I) business and tax account numbers.

(ii) Each Subsidiary of the Company is a corporation, partnership, trust or limited partnership, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, and all Authorizations required to own, and operate its assets and conduct its business as now owned and conducted.

(iii) The Company is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of its Subsidiaries, in each case free and clear of any Liens, except as disclosed in the Company Filings. All such shares of capital stock or other equity interests so owned by the Company have been validly issued and are fully paid and non-assessable, as the case may be.

(i) No Joint Venture Interests or Strategic Alliances. None of the Company or any of its Subsidiaries is a party to any material strategic alliance or co-operative agreement or is a partner, beneficiary, trustee, co-tenant, joint venturer or similar arrangement involving joint control or the sharing of profits or losses, other than Ordinary Course agreements or agreements that do not establish a separate legal entity or equity ownership or confer joint management rights (including for greater certainty, customary co-productions/co-ventures agreements relating to profit sharing).

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(j) Securities Law Matters.

(i) The Company is a "reporting issuer" under applicable Securities Laws in the Province of British Columbia and Alberta and is in compliance in all material respects with applicable Securities Laws. The Company has not taken any action to cease to be a reporting issuer in the Provinces of British Columbia and Alberta nor has the Company received notification from any Securities Authority seeking to revoke the reporting issuer status of the Company.

(ii) The Company Shares are listed and posted for trading on the TSXV and the Company is in material compliance with the rules of the TSXV. No delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Company is pending or, to the knowledge of the Company, threatened, or, other than in accordance with this Agreement, is expected to be implemented or undertaken, and the Company is not currently subject to any formal or informal review, inquiry, investigation or other proceeding relating to such order or restriction.

(iii) The Company has filed in a timely manner all forms, reports, schedules, statements and other documents as required by applicable Securities Laws with the Securities Authorities and the TSXV. All such documents as filed were as of the date filed in compliance in all material respects with applicable Law and did not, to the knowledge of the Company, as of the time filed contain any Misrepresentation. The Company makes no representation or warranty regarding forward-looking information contained in any of the Company Filings. There are no outstanding or unresolved comments in comment letters from any Governmental Entity with respect to any of the Company Filings and, to the knowledge of the Company, neither the Company nor any of the Company Filings is subject of an ongoing audit, review, comment or investigation by any Governmental Entity or the TSXV.

(k) Financial Statements. The Company's audited consolidated financial statements (including any of the notes or schedules thereto, the auditor's report thereon and the related management's discussion and analysis) and the unaudited consolidated interim financial statements (including any of the notes or schedules thereto and related management's discussion and analysis included in the Company Filings) included in the Company Filings were prepared in accordance with IFRS applied on a consistent basis with prior periods, and fairly present, in all material respects, the consolidated statement of income, comprehensive income, financial position and cash flows of the Company and its Subsidiaries as of their respective dates and for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements), subject to normal year-end adjustments and the absence of notes in the case of any interim financial statements. The Company does not intend to correct or restate, nor, to the knowledge of the Company is there any basis for any correction or restatement of, any aspect of any of the Company's financial statements included in the Company Filings (other than any corrections or restatements required as a result of changes in IFRS that have retroactive application). There are no, nor are there any commitments to become a party to, any off-balance sheet transaction, arrangement, obligation (including contingent obligations) or other similar relationships of the Company or of any of its Subsidiaries with unconsolidated entities or other Persons.

(l) Auditors. PricewaterhouseCoopers LLP is and was during the periods covered by its reports included in the Company Filings independent with respect of the Company within the meaning of the relevant rules and interpretations prescribed by the relevant professional bodies in Canada and in accordance with Canadian Securities Laws, and there has not been a reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with such auditors of the Company.

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(m) Books and Records.

(i) The Books and Records of the Company and its Subsidiaries have been maintained in accordance with applicable Laws in all material respects and are complete and accurate in all material respects.

(ii) The financial Books and Records of the Company and its Subsidiaries have been maintained in all material respects in accordance with IFRS and fairly reflect, in all material respects in accordance with IFRS applied on a basis consistent with prior periods, the consolidated financial position of the Company and all the material transactions, acquisitions and dispositions of the Company and its Subsidiaries on a consolidated basis.

(iii) The corporate records and minute books for the Company and each of its Subsidiaries have been, or will be prior to Effective Date, made available to the Purchaser. The minute books and corporate records and accounts of the Company and each of its Subsidiaries include (or will include prior to the Effective Date) materially complete and accurate minutes of all meetings of the directors or shareholders for the Company and each of its Subsidiaries, as applicable, held to date or resolutions passed by the directors or shareholders on consent. The share certificate book, register of shareholders, register of transfers and register of directors for the Company and each of its Subsidiaries are complete and accurate.

(iv) The Purchaser has been provided with copies of all of the audit response letters from all counsel to the Company for the last three fiscal years.

(n) Disclosure Controls and Internal Control over Financial Reporting.

(i) The Company has established and maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that material information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted under Securities Laws is recorded, processed, and reported within the time periods specified in such Securities Laws.

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

(iii) None of the Company, any of its Subsidiaries or, to the Company's knowledge, any director, Company Employee, auditor, accountant or Representative of the Company or any of its Subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Company or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

(o) Absence of Certain Changes.

Except as disclosed in Section 3.1(o) of the Company Disclosure Letter, since June 30, 2025, other than the transactions contemplated in this Agreement or as disclosed in the Company Filings, the business of the Company and its Subsidiaries has been conducted in the Ordinary Course and there has not been any event, occurrence, development or

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state of circumstances or facts that has had or would be reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(p) No Undisclosed Liabilities. There are no liabilities or obligations of the Company or any of its Subsidiaries of any nature, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the audited consolidated financial statements of the Company as at June 30, 2025; (ii) incurred in the Ordinary Course since June 30, 2025, or (iii) incurred in connection with the execution of this Agreement.

(q) Compliance with Laws. The Company and each of its Subsidiaries is and has been since July 1, 2022 in compliance with applicable Laws other than non-compliance or violations which would, individually or in the aggregate, not have a Company Material Adverse Effect.

(r) Litigation.

(i) Except as disclosed in Section 3.1(r) of the Company Disclosure Letter, as of the date of this Agreement, there are no Actions pending, or, to the knowledge of the Company, threatened in writing, against the Company or any of its Subsidiaries or affecting any of their respective properties or assets.

(ii) There is no bankruptcy, liquidation, winding-up or other similar proceeding pending or in progress, or, to the knowledge of the Company, threatened against or relating to the Company or any of its Subsidiaries before any Governmental Entity.

(s) Restrictions on Business Activities.

(i) To the knowledge of the Company, there is no Award binding upon the Company or any of its Subsidiaries that has or would reasonably be expected to have the effect of materially prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of any material property by any of them, or the conduct of the business by any of them as currently conducted, in any material respect.

(ii) Except as disclosed in Section 3.1(s) of the Company Disclosure Letter, there are no Contracts which contain any covenant expressly limiting the Company's or any of its Subsidiaries' ability, in any material respect, to compete in any principal line of business of the Company and its Subsidiaries after the consummation of the transactions contemplated by this Agreement on substantially the same basis as presently carried on.

(t) Taxes.

Except as disclosed in Section 3.1(t) of the Company Disclosure Letter:

(i) each of the Company and its Subsidiaries has duly and timely made or prepared all material Tax Returns required to be made or prepared by it and has duly and timely filed all such material Tax Returns with the appropriate Governmental Entity, and all such Tax Returns are correct and complete in all material respects;

(ii) each of the Company and its Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Entity or shown on any Tax Return;

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(iii) none of the Company or any of its Subsidiaries has entered into any agreement or other arrangement, or executed any waiver, providing for any extension of time within which (A) to file any Tax Return covering any Taxes for which the Company or any of its Subsidiaries is or may be liable; (B) to file any elections, designations or similar filings relating to Taxes for which the Company or any of its Subsidiaries is or may be liable; (C) the Company or any of its Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes; or (D) any Governmental Entity may assess or collect Taxes for which the Company or any of its Subsidiaries is or may be liable;

(iv) all income and capital tax liabilities of each of the Company and its Subsidiaries have been assessed by the relevant Governmental Entity and notices of assessment have been issued to each such entity by the relevant Governmental Entities for all taxation years or periods ending prior to and including the taxation year or period ended June 30, 2024;

(v) to the knowledge of the Company, there are no proceedings, investigations, audits or claims now pending or threatened against the Company or any of its Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes;

(vi) each of the Company and its Subsidiaries has duly and timely withheld all material Taxes and other amounts required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any employee, officer or director and any non-resident Person), and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it;

(vii) each of the Company and its Subsidiaries has duly and timely collected and paid all material amounts on account of any sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by Law to be collected and paid by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it. All input tax credits claimed by the Company or any of its Subsidiaries for purposes of the goods and services tax and harmonized sales tax were, in all material respects, calculated in accordance with applicable Law. Each of the Company and its Subsidiaries has complied with all registration, reporting, payment, collection and remittance requirements in respect of the goods and services tax and harmonized sales tax (and, where applicable, any similar provincial Tax);

(viii) none of sections 78, 80, 80.01, 80.02, 80.03 or 80.04 of the Tax Act, or any equivalent provision of the Tax legislation of any province, have applied or will apply the Company or any of its Subsidiaries at any time up to and including the Effective Date, and there are no circumstances existing which could result in the application of such provisions to the Company or any of its Subsidiaries;

(ix) to the knowledge of the Company, none of the Company or any of its Subsidiaries (as defined below) is subject to liability for Taxes of any other Person, and none of the Company or any of its Canadian Subsidiaries (as defined below) has acquired property from a non-arm's length Person, within the meaning of the Tax Act, for consideration, the value of which is less than the fair market value of the property acquired in circumstances which could subject it to a liability under section 160 of the Tax Act;

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(x) each of the Company and its Subsidiaries is in compliance in all material respects with all applicable transfer pricing laws and regulations, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology and conducting intercompany transactions at arm's length;

(xi) to the knowledge of the Company, none of the Company or any of its Subsidiaries has received any refund of Taxes, Tax credit or subsidy under the Tax Act or similar provincial Tax laws (including the receipt of any COVID-19 Governmental Assistance) to which it was not entitled. All Tax credits, refunds, rebates, overpayments, deemed payments on account, and similar adjustments of Taxes claimed by the Company or any of its Subsidiaries, including any COVID-19 Governmental Assistance, has been validly claimed and correctly calculated in all material respects as required by Laws, and the Company and its Subsidiaries have retained all documentation prescribed by Laws to support such claims. For the purposes of this Section 3.1(t)(xi), "COVID-19 Governmental Assistance" means any credit, refund, loan, grant or assistance of any kind by a Governmental Entity in response to COVID-19, including any indebtedness incurred in connection with any Laws or program involving any Governmental Entity providing or expanding any loan, guaranty, investment, participation, grant, program or other assistance in response to COVID-19 (including but not limited to the Canada Emergency Business Account, the Canada 10% Wage Subsidy program, the Canada Emergency Wage Subsidy, the Canada Emergency Commercial Rent Assistance program, the Paycheck Protection Program and any other such programs);

(xii) each of the Company and its Canadian Subsidiaries is duly registered under subdivision (d) of Division V of Part IX of the Excise Tax Act (Canada) with respect to the goods and services tax and harmonized sales tax and under any applicable provincial sales tax legislation, as required. For the purposes of this Section 3.1(t), "Canadian Subsidiaries" means any Subsidiary of the Company as listed in Section 3.1(h) of the Company Disclosure Letter which are governed or existing under the laws of any province or territory of Canada or the federal laws of Canada;

(xiii) to the knowledge of the Company, none of the Company or any of its Subsidiaries has (or has ever had) a permanent establishment in any country other than the country of its organization, and no claim in writing has ever been made by a Governmental Entity of any jurisdiction where the Company or any of its Subsidiaries do or did not file Tax Returns that any of the Company or any of its Subsidiaries are or may be subject to taxation by that jurisdiction;

(xiv) none of the Company or any of its Subsidiaries has claimed any reserve or deduction for Tax purposes if, as a result of such claim, any amount could be included in its income for any Tax period ending after the Effective Time;

(xv) none of the Company or any of its Subsidiaries has made an "excessive eligible dividend designation" as defined in subsection 89(1) of the Tax Act in respect of any dividend paid, or deemed by any provision of the Tax Act to have been paid, on any class of shares of its capital;

(xvi) each of the Company and its Canadian Subsidiaries is a "taxable Canadian corporation" within the meaning of section 89 of the Tax Act; and

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(xvii) to the knowledge of the Company, neither the Company nor any of its Subsidiaries has ever had any obligation to file an information return pursuant to section 237.3 or 237.4 of the Tax Act (or any analogous provision of provincial Law).

(u) Tax Credits.

(i) To knowledge of the Company, each Current Production for which the Company or any of its Subsidiaries intends to claim Tax Credits is, in all material respects, eligible under the applicable film and video production tax credit legislation (including Section 125.4 or 125.5 of the Tax Act and/or Sections 80 or 82.1 of the Income Tax Act (British Columbia), as applicable), and no written notice has been received from any Governmental Entity stating that any such Current Production is an excluded or ineligible production under such legislation.

(ii) To the knowledge of the Company, there is no specific event, condition or occurrence that exists that would, or would after notice or lapse of time or both, constitute a reason that the estimated amount of Tax Credits proceeds not yet received by the Company or any of its Subsidiaries will be materially lower than expected, subject to all applicable Laws in respect of Tax Credits remaining in force, unamended and, in each case, subject to any acts or omissions of the Company or any of its Subsidiaries after Closing (other than such party's failure to correct any matters affecting the foregoing existing prior to Closing, unless such matters have been disclosed to the Purchaser in writing herein and can be readily corrected without material cost), and subject to applicable Governmental Authorities continuing to apply and implement their policies, and exercise their discretion, in accordance with past practice and written communications with representatives of the Company or any of its Subsidiaries with respect to such application and implementation of their policies; and further subject, in respect of any "Canadian film or video production" for the purpose of section 125.4 of the Tax Act or eligible production for the purpose of section 80 of the Income Tax Act (British Columbia) to any licensee of rights showing the production in Canada within two years of completion and delivery of the production, and further subject, in respect of any qualifying production company for the purpose of section 91 of the Taxation Act, 2007 (Ontario), to any licensee of rights showing the production in Ontario within two years of completion and delivery, and further subject, in respect of an accredited production for the purpose of section 125.5 of the Tax Act, or an accredited production for the purpose of section 82.1 of the Income Tax Act (British Columbia) or a qualifying production company for the purpose of section 92 of the Taxation Act, 2007 (Ontario), the copyright owner providing to the Company or any of its Subsidiary the Official Designee Affidavit or Official Designee Declaration, as applicable, and chain of title support and such copyright owner not exercising any termination rights under their production services agreement with the Company or any of its Subsidiaries, and in respect of any Current Productions entitled to tax credits from other provinces, any similar requirements which are not in the control of the Company or any of its Subsidiaries.

(iii) To the knowledge of the Company and except as set forth in Section 3.1(u)(iii) of the Company Disclosure Letter, the Company and its Subsidiaries have not, for any past productions completed within the past three years or Current Productions: (a) had a production determined to be ineligible based on interim or final documentation or audit for Tax Credits, Canada Media Fund, Telefilm or any other production fund (for example, without limitation, Rogers Fund or Bell Fund) (the "Production Funding") or had such Production Funding materially reduced from the amounts included in the finance plan for which the Company or any of its Subsidiaries failed to obtain alternative funding; (b) had

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any eligibility for any Production Funding revoked or have had to repay any Production Funding; or (c) have had to correct or modify and material aspects of the production (including, without limitation, credits) to remain eligible for Production Funding.

(iv) To the knowledge of the Company: (A) neither the Company nor any of its Subsidiaries has applied for, claimed or received any material tax credit, grant, subsidy or other form of financial assistance from any Governmental Entity to which it was not, in all material respects, eligible or entitled under applicable Laws, and all such credits, grants, subsidies or assistance claimed or received were, in all material respects, properly calculated, supported and documented in accordance with applicable Laws; and (B) there is no specific event, condition or occurrence that exists that would, after notice or lapse of time or both, reasonably be expected to result in any material clawback, repayment or reduction of any such tax credit, grant, subsidy or other assistance claimed or received by the Company or any of its Subsidiaries, other than as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole.

(v) Government Grants. Other than Tax Credits and production-specific and related grants and subsidies, including, without limitation, provincial film and television funds, there are no Contracts relating to grants or other forms of financial assistance in excess of $50,000, including loans with interest at below market rates, received by the Company or any of its Subsidiaries from any Governmental Entity.

(w) Employees.

(i) For purposes of Section 3.1(w)(ii) and Section 3.1(w)(iv) only, "Corporate Personnel" means directors, officers, employees independent contractors and consultants engaged by the Company or any of its Subsidiaries, save and except for production, set, stage, studio, field and other operations personnel and any crew or talent engaged in production activities who, in each case, are hired on a fixed-term contract. All references in Section 3.1(w)(ii) and in Section 3.1(w)(iv) to Company Employees, contractors and consultants are to Corporate Personnel only.

(ii) Section 3.1(w)(i) of the Company Disclosure Letter sets forth a complete and accurate list, of all Company Employees, together with the following details for each such Company Employee: (i) employing entity; (ii) employee identification number; (iii) title; (iv) country and province or state, as applicable, in which the Company Employee is located; (v) start date; (vi) recognized service date if different from start date; (vii) status as full-time, part-time, temporary or casual; and (viii) current annual salary or hourly rate of pay, as applicable; (ix) benefits; (x) annual vacation entitlement and vacation accrual balance; (xi) eligibility for variable and other incentive compensation (whether monetary or otherwise); (xii) whether working under a work permit or visa and if yes, the type of work permit or visa and expiration date; (xiii) whether on a leave of absence and if yes, the last date of active employment, the reason for the absence and the expected date of return (if known).

(iii) Except as set forth in Section 3.1(w)(iii) of the Company Disclosure Letter: (i) there are no Company Employees whose employment relationship with the Company or its Subsidiaries is not terminable on the giving of reasonable notice in accordance with applicable Laws; (ii) there are no employment Contracts or other Contracts providing for any retention, change of control payments, golden parachutes, termination payments, severance payments (other than termination and severance payments required by applicable Laws), transaction bonus payments or other similar payments or entitlements to

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any current or former director, officer, Company Employee, contractor or consultant that imposes, or could impose, any obligation on the Company or any of its Subsidiaries; and (iii) neither the Company nor any of its Subsidiaries has paid or provided, nor will they be required to pay or provide, any termination pay, severance pay, retention payment, change of control payment, golden parachute or other payment or entitlement to any current or former director, officer, Company Employee, contractor or consultant upon the consummation of, or relating to, the Arrangement, including a change of control of the Company or of any of its Subsidiaries. The Company has provided to the Purchaser current and complete copies of all written Contracts disclosed in Section 3.1(w)(iii) of the Company Disclosure Letter and an accurate description of the material terms of all oral Contracts disclosed in Section 3.1(w)(iii) of the Company Disclosure Letter.

(iv) Section 3.1(w)(iv) of the Company Disclosure Letter sets forth a complete and accurate list of all contractors and consultants of the Company and its Subsidiaries, together with the following details for each such contractor or consultant: (i) identification number; (ii) entity engaged by; (iii) description of services; (iv) country and province or state, as applicable, in which the contractor or consultant is located; (v) term of engagement (i.e., indefinite term or fixed term and if fixed term, expiration date); and (vi) fees and other compensation entitlements; and (vii) whether the consultant or contractor is providing services pursuant to a written agreement. The Company has provided to the Purchaser current and complete copies of all written Contracts with contractors and consultants noted in Section 3.1(w) (iv) of the Company Disclosure Letter whose annualized based fees are in excess of $100,000.

(v) All Persons who are receiving compensation for work or services provided to the Company or any of its Subsidiaries who are not employed as employees are treated as independent contractors by the Company and, to the knowledge of the Company, properly classified as such in accordance with applicable Laws. Within the past three years, neither the Company nor any of its Subsidiaries has received any notice from any Governmental Entity or other Person disputing the classification or any Persons who are receiving, or have received in the past three years, compensation for work or services provided to the Company or any of its Subsidiaries who are, or were, treated as independent contractors by the Company or any of its Subsidiaries.

(vi) The Company and its Subsidiaries are, and have been for the last three years, in compliance in all material respects with all terms and conditions of employment and all Laws respecting labour and employment.

(vii) Except for immaterial amounts that have not been paid or accurately reflected in the books and records of the Company or any of its Subsidiaries as a result of inadvertent administrative errors, all amounts due or accrued due to the current and former directors, officers, employees, contractors and consultants of the Company or any of its Subsidiaries have either been paid or are accurately reflected in the books and records of the Company or its Subsidiaries as applicable.

(viii) Except as set forth in Section 3.1(w)(viii) of the Company Disclosure Letter, there are no claims, complaints, investigations or Awards, now pending or, to the knowledge of the Company, threatened against the Company or its Subsidiaries, pursuant to any such Laws relating to labour and employment, and, to the knowledge of the Company, nothing has occurred which might reasonably be expected to lead to a material claim, complaint, investigation or Award under any such Laws.

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(ix) Each of the Company and its Subsidiaries is registered for workers' compensation coverage as required by applicable Law and has paid in full all amounts owing under any workers' compensation Law and there are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers' compensation Law. Except as set forth in Section 3.1(w)(ix) of the Company Disclosure Letter, no audit of the Company or any of its Subsidiaries is currently being performed or, to the knowledge of the Company, is being threatened, pursuant to any workers' compensation Law or other Law related to labour and employment. To the Company's knowledge, there are no claims or potential claims which may adversely affect the Company and its Subsidiaries' accident cost experience.

(x) There are no material charges, outstanding compliance orders, inspection orders or other similar Awards issued by a Governmental Entity under any occupational health and safety Law relating to the Company, any of its Subsidiaries, their employees or their business, and no investigation is ongoing or, to the knowledge of the Company, contemplated with respect to a potential charge or Award. There have been no fatal or critical accidents within the past five years and the Company and each of its Subsidiaries has complied in all materials respects with any Awards issued under any occupational health and safety Law.

(xi) In the last three years, neither the Company nor any of its Subsidiaries has received notice of any allegations of harassment (including sexual harassment) or discrimination against any of the current or former directors, officers or executive-level employees of the Company or any of its Subsidiaries.

(x) Employee Plans.

(i) Section 3.1(x)(i) of the Company Disclosure Letter sets forth a complete list of the material Employee Plans. Current and complete copies of all written Employee Plans as amended to date or, where oral, written summaries of the terms thereof, have been made available to the Purchaser together with copies of all documents relating to Employee Plans, including any insurance contracts and member booklets.

(ii) All of the Employee Plans are and have been established, registered, qualified and administered in accordance with all Laws in all material respects, and in accordance with their terms, the terms of the documents that support such Employee Plans and the terms of agreements between the Company and any of its Subsidiaries and members of, or beneficiaries under, the Employee Plans. To the knowledge of the Company, no fact or circumstance exists which could adversely affect the registered status of any such Employee Plan. Neither the Company, nor to the knowledge of the Company, any of its agents or delegates, has breached any fiduciary obligation with respect to the administration or investment of any Employee Plan.

(iii) All current obligations of the Company regarding the Employee Plans have been satisfied, and all contributions, premiums or Taxes required to be deducted, remitted, made or paid by the Company by Laws or under the terms of each Employee Plan have been deducted, remitted, made or paid in a timely fashion in accordance with Laws and the terms of the applicable Employee Plan and Laws, and to the extent such contributions, premiums or Taxes are not yet due, such amounts are properly accrued and reflected in the Books and Records of the Company.

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(iv) No Employee Plan is subject to any Action or investigation initiated by any Governmental Entity, or by any other party (other than routine claims for benefits) and, to the knowledge of the Company, there exists no state of facts which could reasonably be expected to give rise to any such Action or investigation.

(v) None of the Employee Plans provide for health and welfare benefits after retirement or other termination of service.

(vi) No Employee Plan: (a) is a "pension plan" as such term is defined in the Pension Benefits Act (Ontario) or similar pension benefits standards legislation of another Canadian jurisdiction, (b) provides contributions or benefits in excess of the limits applicable to a registered plan under the Tax Act, or (c) is (i) an "employees profit sharing plan", (ii) a "retirement compensation arrangement", (iii) a "deferred profit sharing plan", or (iv) an "employee life and health trust", as each such term is defined in the Tax Act. Except as disclosed in Section 3.1(x)(i) of the Company Disclosure Letter, no Employee Plan is a "registered retirement savings plan", as such term is defined in the Tax Act.

(y) Collective Agreements.

(i) Except for adherence by the Company or any of its Subsidiaries to Collective Agreements with Industry Unions (a) on a project by project basis in respect of the Current Productions, past productions and future productions, or (b) on a corporate entity basis (e.g. in development) as set forth in Section 3.1(y) of the Company Disclosure Letter, there are no Collective Agreements in force with respect to any Company Employee in their capacity as such (other than those certain Company Employees employed by Atomic Development USA, LLC) or to which the Company or any of its Subsidiaries is a party to or bound by (except as noted above), and no Union has any bargaining rights in respect of the Company or any of its Subsidiaries, their business or any Company Employee in their capacity as such.

(ii) Neither the Company nor any of its Subsidiaries has made any commitment to or conducted negotiations with any Union with respect to any future agreement, other than Thunderbird Entertainment Inc. as a member of the Canadian Media Producers Association which represents Canadian producers in the negotiation of industry related Collective Agreements or with respect to variances in the Ordinary Course.

(iii) To the knowledge of the Company, there are no threatened or pending union organizing activities involving any Company Employees. Except as disclosed in Section 3.1(y)(iii) of the Company Disclosure Letter, there is no labour strike, labour dispute, work slowdown or stoppage, grievance, unfair labour practice complaint, or other labour relations difficulty or controversy or concerted action pending or involving or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any Company Employee, and no such event has occurred within the last five (5) years other than those activities related to the entertainment industry as a whole or otherwise not material to the Company or any of its Subsidiaries.

(iv) Except as disclosed in Section 3.1(y)(iv) of the Company Disclosure Letter, there are no existing or, to the knowledge of the Company, threatened attempts to organize, certify or establish any Union specifically with respect to the Company, any of its Subsidiaries, their business, or the Company Employees, and no such attempts have occurred within the last five (5) years, other than such attempts related to the entertainment industry as a whole.

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(v) There are no outstanding labour tribunal proceedings of any kind or other event of any nature whatsoever, including any proceedings which could result in certification, interim certification, voluntary recognition, or succession rights of a Union or any other Person as bargaining agent for any Company Employees.

(z) Amounts Payable to Industry Unions. All amounts due on or prior to the date hereof to any Industry Unions in respect of residuals or any other payments in respect of any production of the Company or any of its Subsidiaries has either been made or has not been outstanding for more than six months.

(aa) Real Property.

(i) Neither the Company nor its Subsidiaries owns any real or immovable property legally or beneficially.

(ii) The Company has provided to the Purchaser current and complete copies of all leases, subleases, licence or other agreements for the use or occupation of real or immovable property (collectively, the "Property Leases"), to which the Company and its Subsidiaries (other than single-purpose production entities or project holding entities) are a party, as applicable. Each Property Lease is valid, legally binding, enforceable and in full force and effect (subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction). Section 3.1(aa) of the Company Disclosure Letter sets out the properties leased by the Company and its Subsidiaries, as applicable (collectively, the "Leased Properties"), and details for each Leased Property including: (i) municipal address; (ii) legal description; (iii) area of premise (if applicable); and (iv) details of annual rent payable, current term of the applicable Property Lease, renewal rights and security deposits or prepaid rent. The Property Leases have not been altered or amended except in the Ordinary Course. Neither the Company nor any of its Subsidiaries is in material breach of, or default under, such Property Leases, and no event has occurred which, with notice, lapse of time or both, would constitute such a breach or default by the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder. To the knowledge of the Company, no third party has repudiated or has the right to terminate or repudiate any such Property Lease (except for the normal exercise of remedies in connection with a default thereunder or any termination rights set forth in the lease or sublease) or any provision thereof. None of the Company or any of its Subsidiaries has waived or omitted to take any action in respect of any material rights under any of the Property Leases.

(iii) Other than as set out in the Real Property Leases, neither the Company nor any of its Subsidiaries has an option, right of first refusal or other right relating to the Leased Properties, which, individually or in the aggregate, is material to the business of the Company and its Subsidiaries as presently conducted in the Leased Properties.

(iv) Neither the Company nor any of its Subsidiaries has received any written notice of any pending condemnation or expropriation affecting any Leased Properties that, individually or in the aggregate, would reasonably be expected to be material to the business of the Company and its Subsidiaries as presently conducted in the Leased Properties.

(v) With respect to all expired or terminated leases, subleases, licence or other agreements for the use or occupation of real or immovable property to which the Company and its

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Subsidiaries were a party, as applicable, there are no outstanding obligations or liabilities attributable to the Company or any of its Subsidiaries thereunder nor would any such obligations or liabilities arise with the passage of time or the giving of notice or both.

(bb) Personal Property. The Company and its Subsidiaries have valid, good and marketable title to all personal property owned by them, except as would not, individually or in the aggregate, be reasonably expected to have a Company Material Adverse Effect.

(cc) Privacy.

(i) The Company and its Subsidiaries are in material compliance with all Data Protection Laws. No claims are pending, or, to the knowledge of the Company, are threatened in writing against the Company or any of its Subsidiaries by any Person alleging a violation of such Data Protection Laws or by any Person alleging a violation of such Person's privacy or confidentiality rights or rights relating to Personal Information.

(ii) The Company and its Subsidiaries have taken commercially reasonable steps designed to protect and preserve the confidentiality of all confidential, proprietary or non-public information (i) of the Company and its Subsidiaries (including trade secrets) including as provided to any third party by the Company or any of its Subsidiaries, or (ii) provided by any third party to the Company and its Subsidiaries (collectively, "Confidential Information"). To the knowledge of the Company, there has been no: (A) unauthorized disclosure of any material Confidential Information in the possession, custody or control of the Company and its Subsidiaries; or (B) material breach of any security procedures of the Company or any of its Subsidiaries wherein Confidential Information has been disclosed to a third party. All current and former employees, consultants, advisors and independent contractors of the Company, its Subsidiaries, and any third party to whom the Company permits access to Confidential Information are subject to obligations regarding the protection of such Confidential Information. To the knowledge of the Company, there has been no material breach of any third party's obligations to the Company or its Subsidiaries, as applicable, under any contract relating to any Confidential Information in the last five (5) years.

(iii) The Company and its Subsidiaries have reasonably implemented and maintained, and required all vendors, processor or third parties that Process any Personal Information for or on behalf of the Company or any of its Subsidiaries to implement and maintain, procedures, measures, plans, controls and programs, including written information, security programs, consistent with Data Protection Laws that are designed to ensure internal and external security of the confidentiality and integrity of all data stored in or processed in connection therewith.

(iv) To the knowledge of the Company, no Confidential Information, including Personal Information, in the possession or control of the Company or its Subsidiaries, or held or Processed by any vendor, processor or other third party for or on behalf of the Company or its Subsidiaries, has been subject to any material Security Incident in the last five (5) years. In the last five (5) years, the Company and its Subsidiaries have not notified, and, to the knowledge of the Company, there have been no facts or circumstances that would require the Company or any of its Subsidiaries to notify, any Government Entity or other Person of any Security Incident. In the last five (5) years, neither the Company nor any of its Subsidiaries has received any written communication or correspondence from any Governmental Entity or other Person, and there has not been any Proceeding (including

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any fines or other sanctions) relating to, any actual, alleged or suspected Security Incident or violation of any Data Protection Law involving Personal Information in the possession or control of the Company or any of its Subsidiaries, or, to the knowledge of the Company, to that held or Processed by any vendor, processor or other third party for or on behalf of the Company or its Subsidiaries.

(v) The Company provides accurate notice of its privacy practices on its website, through the use of Privacy Policies. No disclosure or representation made or contained in any Privacy Policy in the last five (5) years has been inaccurate, misleading, deceptive or in violation of any Data Protection Laws in a material respect (including by containing any material omission), and the practices of the Company and its Subsidiaries with respect to the Processing of Personal Information conform, and at all times in the last 5 years have conformed, in all material respects, to the Privacy Policies that govern the use of such Personal Information. The Company has delivered or made available to the Purchaser true, complete and correct copies of all present Privacy Policies, and all past Privacy Policies to which the Company has access.

(vi) The consummation of the transactions contemplated by this Agreement will not violate any Data Protection Laws.

(dd) Intellectual Property.

(i) Section 3.1(dd)(i) of the Company Disclosure Letter sets forth complete lists of: (A) all material Intellectual Property which are owned or possessed by the Company and/or any of its Subsidiaries, or which the Company and/or any of its Subsidiaries has the license to, or otherwise has the right to use (including, for greater certainty, any Licensed-Out IP and Licensed-In IP), which list shall include all details of the applications and/or registrations, together with their current status, and whether, in each instance, such Intellectual Property is Owned IP, Licensed-Out IP or Licensed-In IP; (B) all Software used in or otherwise necessary or desirable for the operation of the business of the Company and its Subsidiaries (other than Software that is licensed into the Company or any of its Subsidiaries pursuant to nonexclusive licenses to "off-the-shelf" third-party Software that is generally available on standard commercial terms); (C) all social media accounts used by the Company or any of its Subsidiaries; and (D) all domain names used by the Company or any of its Subsidiaries.

(ii) The Company and/or its Subsidiaries own or possess, or has a license to or otherwise has the right to use, all Intellectual Property which is material and currently used, or otherwise necessary, for the conduct of its business as presently conducted. Other than any Licensed-Out IP, neither the Company nor any of its Subsidiaries has knowingly granted to any Person any right, license or permission to use all or any portion of, or otherwise encumbered any of its rights in or to any Owned IP, and to the knowledge of the Company, no other Person has any interest, right to use, or license to any Owned IP of the Company or any of its Subsidiaries.

(iii) All material Licensed-In IP or licensed Information Technology are in full force and effect and no material default exists on the part of the Company or any of its Subsidiaries or, to the knowledge of the Company, on the part of the other parties thereto, and the Company and its Subsidiaries have not exceeded their licensed usage or made any unlicensed copies of any Licensed-In IP or licensed Information Technology, except those permitted for archival and back-up purposes.

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(iv) Except as set forth in Section 3.1(dd)(iv) of the Company Disclosure Letter: (A) the Intellectual Property owned by the Company and/or its Subsidiaries are, to the knowledge of the Company, valid and enforceable in the jurisdictions where it is currently used by it in the conduct of its business subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction, and does not infringe in any material way upon the rights of others in such jurisdictions; (B) the Owned IP does not infringe in any material way upon the rights of others in such jurisdictions and, to the knowledge of the Company, no third party is infringing upon Owned IP; (C) there are no claims by the Company or any of its Subsidiaries relating to any breaches, violations, infringements or interferences by any other Person of the Owned IP or any Service Productions, and there are no claims in progress, or pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries relating to any Owned IP, Licensed-In IP or Licensed-Out IP (including Service Productions), and to the Company's knowledge, there is no valid basis for such claims; (D) to the knowledge of the Company, all registered Intellectual Property of the Company and its Subsidiaries, which are material to their respective conduct and business, and any Service Productions, have been properly maintained, renewed and assigned in accordance with applicable Law and each such registration is active and held in good standing; (E) the Company is not aware of any security or confidentiality breach regarding the confidential or non-public information included in Intellectual Property owned or possessed by the Company and its Subsidiaries; (F) to the knowledge of the Company, in the past five (5) years, no court action or legal proceedings, (other than administrative proceedings before government intellectual property offices, now resolved with such offices) been taken or are pending to challenge rights to, suspend, cancel or disable any registrations or the ownership of the Owned IP, which if determined in an adverse manner to the Company or its Subsidiaries would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; and (G) to the knowledge of the Company, neither the Company nor any of its Subsidiaries, except for any arrangements in the Ordinary Course, are party to or bound by any Contract or other obligation that limits or impairs its ability to use, sell, transfer assign or convey, or that otherwise affects, any Owned IP or Licensed-In IP.

(v) The Company and its Subsidiaries have complied in all material respects with all applicable terms of use, terms of service and other agreements and all associated policies and guidelines relating to their use of any social media platforms, sites or services to which the Company or any of its Subsidiaries is a party or otherwise bound as of the date hereof.

(vi) The Company and its Subsidiaries do not own any Information Technology material to their business other than as set out in Section (dd)(vi) of the Company Disclosure Letter. Such material Information Technology: (A) is suitable for the purposes in which it is being used; (B) is sufficient in all material respects to carry on the business of the Company and its Subsidiaries as conducted on the Effective Date; (C) to the knowledge of the Company, is free from known material defects or deficiencies that cannot be remedied, including any undisclosed program routine, device or other feature, including viruses, worms, bugs, malware, time locks, software bombs, Trojan horses, or in each case that is designed to delete, disable, deactivate, interfere with or otherwise harm any Information Technology, and any virus or other intentionally created, undocumented contaminant that may, or may be used to, access, modify, delete, damage or disable any hardware, system or data; (D) to the knowledge of the Company, does not contain any disabling mechanisms or protection features which are designed to disrupt or prevent the use of the Information Technology,

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including computer viruses, time locks or any code, instruction or device that may be used without authority to access, modify, delete or damage any of the Information Technology; (E) is in good working condition and operates and runs in a commercially reasonable business manner; (F) has been properly maintained materially in accordance with standards set by manufacturers or otherwise in accordance with standards prudent in the industry to ensure proper operation, monitoring and use; and (G) the carrying on of the business of the Company and its Subsidiaries and the use, possession, reproduction, distribution, sale, licensing, sublicensing or other dealings involving any of the Information Technology does not materially breach, violate, infringe or interfere with any rights of any other Person.

(vii) Except as disclosed in Section (dd)(vii) of the Company Disclosure Letter, the Company and its Subsidiaries have not in the past five (5) years experienced any material disruption to, or material interruption in, the conduct of business attributable to a defect, bug, breakdown or other failure or deficiency of the Information Technology. The Company and its Subsidiaries have taken commercially reasonable measures to provide for the backup and recovery of the data and information necessary to the conduct of their business without material disruption to, or material interruption in, the conduct of their business, including implementing and maintaining reasonable security, disaster recovery and business continuity plans consistent with industry practices of companies offering similar services, and acts in compliance therewith and has tested such plans on a periodic basis, and such plans have proven effective upon testing.

(viii) Except as disclosed in Section 3.1(dd)(viii) of the Company Disclosure Letter, the Company and its Subsidiaries do not use generative AI Technologies to create audiovisual materials to incorporate into productions, or in any manner that could impact the Company's rights, title or interest in any Owned IP or that violates Data Protection Laws. To the extent the Company and its Subsidiaries use AI Technology, they maintain and adhere to appropriate and industry standard policies and procedures relating to the ethical and responsible use of generative AI Technologies in all material respects, and have at all times materially complied with all applicable Laws relating thereto. None of the Company's or its Subsidiaries' Owned IP is substantially developed by generative AI Technologies.

(ix) Each of the Company and its Subsidiaries have taken commercially reasonable steps (including security precautions) to maintain the confidentiality of confidential or non-public information included in their Intellectual Property, including without limitation trade secrets.

(x) To the knowledge of the Company, all current and former employees, managers (or equivalent Persons), agents, and contractors of the Company and its Subsidiaries who participate in, supervise or manage or whose duties or responsibilities relate to the creation, development or invention of any material Intellectual Property have, under their employment, engagement, or services agreements: (a) agreed that such Intellectual Property is a "work made for hire" to the maximum extent permitted by applicable Law, and (b) to the extent any such Intellectual Property is not so deemed or does not vest by operation of Law, entered into intellectual property assignment agreements that convey to the Company or one of its Subsidiaries all right, title and interest that such Persons may possess in and to such Intellectual Property. To the knowledge of the Company, no such Persons described in this Section 3.1(dd)(x) has claimed an ownership interest in any material Owned IP or Service Productions.

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(xi) The Company and its Subsidiaries do not develop, market, manufacture, license (on an outbound basis), sell, distribute and/or otherwise make commercially available, any products, Software and subscription or service offerings.

(ee) Title to Assets.

(i) The Company and its Subsidiaries are the sole legal and beneficial and, where their interests are registrable, the sole registered owner of all material assets and properties used primarily in connection with the operation of their business as currently conducted, or is a holder of a valid and subsisting lease, license or other legal right to, all of such material assets and properties, with good and valid title, free and clear of all Liens other than Permitted Liens.

(ii) Except in connection with the Arrangement and production or title (including derivatives thereof) specific transactions entered into in the Ordinary Course, no Person has any option, right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the material assets owned by the Company or its Subsidiaries, or any part thereof or interest therein.

(ff) Material Contracts. Section 3.1(ff) of the Company Disclosure Letter sets out a complete and accurate list of all Material Contracts. Except as disclosed in Section 3.1(ff) of the Company Disclosure Letter, true and complete copies of all Material Contracts have been made available to the Purchaser. Each Material Contract is legal, valid, binding and in full force and effect and is enforceable by the Company or a Subsidiary as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. None of the Company or its Subsidiaries is in material breach or default under any Material Contract, nor does the Company have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. None of the Company or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach, default, cancelation, termination, or no renewal under any Material Contract by any other party to any Material Contract.

(gg) Insurance.

(i) The insurance policies of the Company and its Subsidiaries are in all material respects in full force and effect in accordance with their terms and there have been no claims made or reported under any such policies within the last five years that were material to the Company and its Subsidiaries, taken as a whole.

(ii) All productions in the last five years have had valid errors and omissions ("E&O") and production insurance policies in place. The Company further represents and warrants that the current corporate or library policy covers E&O for any production specific E&O policies which have now expired.

(hh) Licences. Except as disclosed in the Company Disclosure Letter, (i) all Authorizations which are necessary for Company and its Subsidiaries to own its assets or conduct its business as presently owned or conducted have been obtained and are in full force and effect in accordance with their terms, in each case in all material respects, (ii) to the Company's knowledge, the Company and its Subsidiaries have performed, in all material respects, the obligations required to be performed by it to date under all such Authorizations, (iii) the Company and its Subsidiaries are not in breach of

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or default under any such Authorizations, (iv) the Company and its Subsidiaries have not received written, or to the knowledge of Company, other notice, of any alleged breach of or alleged default under any such Authorizations or of any intention of any Governmental Entity to revoke or not renew any such Authorizations (other than expirations or renewals in the Ordinary Course), and (v) no proceeding by any Governmental Entity is pending, or, to the knowledge of Company, threatened, which could reasonably be expected to result in the revocation of such Authorizations.

(ii) Non-Arm's Length and Related Party Transactions. Except as disclosed in the Company Disclosure Letter, and except for employment, compensation, indemnification and reimbursement arrangements and intercompany transactions among the Company and its wholly-owned Subsidiaries, neither the Company nor any of its Subsidiaries (A) is not engaged in any transaction or arrangement with, or is a party to a Contract with, or indebted to any director, officer, employee or agent of, or independent contractor to, the Company and its Subsidiaries or any of its respective affiliates or associates, nor (B) has any Contract (other than employment arrangements in the Ordinary Course) with, or any advances, loans, guarantees to, or other liabilities or other obligations for the benefit of, any shareholder which is an "insider" (as defined in the Securities Act (Ontario)), officer or director of the Company or any of its Subsidiaries, or any of their respective affiliates or associates.

(jj) Brokers. Except as set forth in the Company Disclosure Letter, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company who might be entitled to any fee or commission from the Company in connection with the Arrangement. The Company has made full disclosure to Purchaser of all fees to be paid to Canaccord Genuity Corp. under the terms of the agreements with the Company.

(kk) No "Collateral Benefit". To the knowledge of the Company, as at the date hereof, no related party of the Company (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Company Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement.

(ll) Board and Strategic Review Committee Approval.

(i) The Company Strategic Review Committee, after consultation with its financial and outside legal advisors, has unanimously recommended that the Company Board approve the Arrangement and the entry into of this Agreement, and to recommend to the Company Shareholders to vote in favour of the Arrangement Resolution.

(ii) The Company Board, upon receiving the unanimous recommendation of the Company Strategic Review Committee and after consultation with its financial and outside legal advisors, has unanimously (with Jennifer McCarron abstaining): (A) determined that the Consideration to be received by the Company Shareholders is fair to the Company Shareholders, and the Arrangement and the entering into of this Agreement is in the best interests of the Company; (B) approved and authorized the entering into of this Agreement and the performance by the Company of its obligations hereunder; and (C) resolved to recommend that Company Shareholders vote in favour of the Arrangement Resolution, and no action has been taken to amend, or supersede such determinations, resolutions or authorizations.

(mm) Fairness Opinion. The Company Strategic Review Committee has received the Fairness Opinion (a true and complete copy of which, when executed and delivered in writing, will be delivered to

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the Purchaser by the Company), and such Fairness Opinion has not been modified, amended, qualified or withdrawn.

(nn) Investment Canada Act. At all times since July 1, 2020, the Company has been a Canadian-controlled entity, as determined under sections 26 to 28 of the Investment Canada Act.

SCHEDULE "D"

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

(a) Organization and Qualification. The Purchaser is a corporation duly incorporated and validly existing under the Laws of Canada and has the corporate power and authority to own and operate its assets and conduct its business as now owned and conducted. The Purchaser is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which its assets are located or it conducts business.

(b) Corporate Authorization. The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser of its obligations under this Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the consummation of the Arrangement.

(c) 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 it in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

(d) Governmental Authorization. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement do not require any Authorization or other action by or in respect of, or filing with, or notification to, any Governmental Entity other than: (i) the Interim Order and any approvals required by the Interim Order; (ii) the Final Order; (iii) the Competition Act Approval, (iv) any actions or filings with the Securities Authorities and the TSX; and (v) any consents, waivers, approvals, actions or filings or notifications, the absence of which would not be reasonably expected to materially impede or delay the ability of the Purchaser to consummate the Arrangement.

(e) Non-Contravention. The execution, delivery and performance by the Purchaser of its obligations under this Agreement and the consummation of the Arrangement do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):

(i) contravene, conflict with, or result in any violation or breach of any of the Constating Documents of the Purchaser;

(ii) assuming compliance with the matters referred to in paragraph (d) above, contravene, conflict with or result in a violation or breach of any Law applicable to the Purchaser; or

(iii) allow any Person to exercise any rights, require any consent or notice under or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Purchaser or any of its Subsidiaries is entitled (including by triggering any rights of first refusal or first offer or other restrictions or limitations) under any Contract that is material to the Purchaser and its Subsidiaries, taken as a whole;

with such exceptions, in the case of each of clauses (ii) and (iii) as would not be reasonably expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

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(f) Shareholders' and Similar Agreements. Except as disclosed in the Purchaser Disclosure Letter, neither the Purchaser nor any of its Subsidiaries is subject to, or affected by, any shareholder pooling, voting or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Purchaser or any of its Subsidiaries.

(g) Capitalization.

(i) The authorized share capital of the Purchaser consists of the classes and number of shares set forth in the Purchaser Filings. As of the close of business on November 25, 2025, there were 21,900,166 Purchaser Shares issued and outstanding. All outstanding Purchaser Shares have been duly authorized and validly issued and are fully paid and non-assessable. No Purchaser Shares have been issued in violation of any Law, the Purchaser's Constating Documents or any pre-emptive or similar rights applicable thereto.

(ii) As of the close of business on November 25, 2025, there were (A) 1,492,396 Purchaser Shares issuable upon the exercise of outstanding stock options, (B) 416,208 Purchaser Shares issuable upon the settlement of outstanding restricted share units, deferred share units and/or performance share units, (C) 546,875 Purchaser Shares issuable upon exercise of warrants, and (D) no other rights to acquire Purchaser Shares, in each case as disclosed in the Purchaser Filings. All Purchaser Shares issuable upon exercise or settlement of such awards have been duly authorized and, upon issuance in accordance with their terms, will be validly issued as fully paid and non-assessable and will not be issued in violation of any pre-emptive or similar rights.

(iii) Except as set forth in paragraphs (i) and (ii) above and as disclosed in the Purchaser Filings, there are no: (A) issued or outstanding options, warrants, calls, conversion, pre-emptive, redemption, repurchase or stock appreciation rights, equity-based awards or other rights, agreements or commitments of any kind obligating the Purchaser or any of its Subsidiaries to issue, sell or otherwise place any shares or other equity or voting interests of the Purchaser or any of its Subsidiaries; (B) outstanding obligations of the Purchaser or any of its Subsidiaries to repurchase, redeem or otherwise acquire any of their securities, or with respect to the voting or disposition of any such securities; (C) rights that are linked in any way to the price or value of, or any part of, or to dividends or distributions paid on, any securities of the Purchaser or any of its Subsidiaries, other than the rights of holders of Purchaser Shares to dividends; or (D) notes, bonds, debentures or other evidences of indebtedness of the Purchaser or any of its Subsidiaries having the right to vote (or that are convertible or exercisable for securities having the right to vote) with holders of Purchaser Shares on any matter. All dividends or distributions on the voting or equity securities of the Purchaser that have been declared or authorized have been paid in full.

(h) Subsidiaries.

(i) Other than as set forth in the Purchaser Disclosure Letter, the Purchaser does not have any material Subsidiaries.

(ii) Each Subsidiary of the Purchaser is a corporation, partnership, trust or limited partnership, as the case may be, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation, organization or formation, as the case may be, and has all requisite corporate, trust or partnership power and authority, as the case may be, and all Authorizations to own, and operate its assets and conduct its business as now owned and conducted.

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(iii) The Purchaser is, directly or indirectly, the registered and beneficial owner of all of the outstanding shares of capital stock or other equity interests of each of its material Subsidiaries, in each case free and clear of any Liens (except for Permitted Liens), except as disclosed in the Purchaser Disclosure Letter. All such shares of capital stock or other equity interests so owned by the Purchaser have been validly issued and are fully paid and non-assessable, as the case may be.

(i) No Joint Venture Interests or Strategic Alliances. Other than disclosed in the Purchaser Disclosure Letter, none of the Purchaser or any of its Subsidiaries is a party to any material strategic alliance or co-operative agreement or is a partner, beneficiary, trustee, co-tenant, joint venturer or similar arrangement involving joint control or the sharing of profits or losses, other than Ordinary Course agreements that do not establish a separate legal entity or equity ownership or confer joint management rights.

(j) Securities Law Matters.

(i) The Purchaser is a "reporting issuer" under applicable Securities Laws in each of the provinces of Canada. The Purchaser Shares are listed and posted for trading on the TSX. The Purchaser is not in default of any material requirements of any Securities Laws or the rules and regulations of the TSX.

(ii) As of the date of this Agreement, the Purchaser has not taken any action to cease to be a reporting issuer in any province of Canada nor has the Purchaser received notification from any Securities Authority seeking to revoke the reporting issuer status of the Purchaser. As of the date of this Agreement, no delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Purchaser is pending or, to the knowledge of the Purchaser, threatened.

(iii) The Purchaser has filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed under Securities Laws since August 1, 2025. The documents comprising the Purchaser Filings complied as filed in all material respects with Securities Laws and did not, as of the date filed (or, if amended or superseded by a subsequent filing prior to the date of this Agreement, on the date of such subsequent filing), contain any Misrepresentation. The Purchaser has not filed any confidential material change report which at the date of this Agreement remains confidential.

(k) Purchaser Shares. The Purchaser Shares to be issued pursuant to the Arrangement, including the Purchaser Shares to be issued upon due exercise of the Replacement Options, (i) have been duly authorized, and, upon issuance, will be validly issued as fully paid and non-assessable, (ii) will be listed for trading on the TSX, (iii) will not be issued in violation of the constating documents of the Purchaser or any agreement, Contract, covenant, undertaking, or commitment to which the Purchaser is a party or bound, (iv) will not subject to any pre-emptive rights, rights of first refusal or other similar rights, (iv) will be freely tradeable under Securities Laws and shall not be subject to resale restrictions under applicable Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 – Resale of Securities).

(l) Sufficient Funds. The Purchaser has sufficient cash on hand and available credit facilities to satisfy the aggregate Cash Consideration payable in accordance with the terms of the Plan of Arrangement.

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(m) Security Ownership. The Purchaser does not beneficially own any securities of the Company or any of its affiliates.

(n) Financial Statements. The Purchaser's audited consolidated financial statements as at the end of the fiscal years dated August 31, 2025 and 2024 (including the notes thereto, the auditor's report thereon and related management's discussion and analysis) were prepared in accordance with IFRS and fairly present in all material respects in accordance with IFRS the consolidated statement of income, comprehensive income, financial position and cash flows of the Purchaser and its Subsidiaries as of their respective dates and for the respective periods covered by such financial statements (except as may be expressly indicated in the notes to such financial statements).

(o) Books and Records. The Books and Records of the Purchaser and its Subsidiaries have been maintained in accordance with applicable Laws in all material respects and are complete and accurate in all material respects. The financial Books and Records of the Purchaser and its Subsidiaries have been maintained in all material respects in accordance with IFRS and fairly reflect, in all material respects and in accordance with IFRS applied on a basis consistent with prior periods, the consolidated financial position of the Purchaser and all material transactions, acquisitions and dispositions of the Purchaser and its Subsidiaries on a consolidated basis.

(p) Auditors. PricewaterhouseCoopers LLP is and was during the periods covered by its reports included in the Purchaser Filings independent with respect of the Purchaser within the meaning of the relevant rules and interpretations prescribed by the relevant professional bodies in Canada and in accordance with Canadian Securities Laws, and there has not been a reportable event (as defined in National Instrument 51-102 – Continuous Disclosure Obligations) with such auditors of the Purchaser.

(q) Absence of Certain Changes. Since August 31, 2025, other than the transactions contemplated in this Agreement or as disclosed in the Purchaser Filings, the business of the Purchaser and its Subsidiaries has been conducted in the Ordinary Course and there has not been any Purchaser Material Adverse Effect.

(r) No Undisclosed Liabilities. There are no liabilities or obligations of the Purchaser or any of its Subsidiaries of a nature required to be disclosed on a statement of financial position in accordance with IFRS, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations: (i) disclosed in the audited consolidated financial statements of the Purchaser as at August 31, 2025; (ii) incurred in the Ordinary Course since August 31, 2025; (iii) incurred in connection with the transactions contemplated in this Agreement; or (iv) that would not be reasonably expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

(s) Compliance with Laws. The Purchaser and each of its Subsidiaries is and has been since September 1, 2022 in compliance with applicable Laws other than non-compliance or violations which would, individually or in the aggregate, not have a Purchaser Material Adverse Effect.

(t) Disclosure Controls and Internal Control over Financial Reporting.

(i) Except as disclosed in the Purchaser Filings, the Purchaser has established and maintains a system of disclosure controls and procedures (as such term is defined in National Instrument 52-109 - Certification of Disclosure in Issuers' Annual and Interim Filings) that are designed to ensure that material information required to be disclosed by the Purchaser in its reports filed or submitted under Securities Laws is recorded, processed, and reported

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on a timely basis and accumulated and communicated to the Purchaser's management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

(ii) Except as disclosed in the Purchaser Filings, the Purchaser has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) that is designed to provide reasonable assurance regarding the reliability of the Purchaser's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(iii) Except as disclosed in the Purchaser Filings, based on the Purchaser's most recent evaluation of internal controls prior to the date hereof, there is no material weakness (as such term is defined in National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings) relating to the design, implementation or maintenance of its internal control over financial reporting, or fraud, whether or not material, that involves management or other employees of the Purchaser who have a significant role in the internal control over financial reporting of the Purchaser. As of the date hereof, none of the Purchaser, any of its Subsidiaries or, to the Purchaser's knowledge, any director, employee, auditor, accountant or representative of the Purchaser or any of its Subsidiaries has received or otherwise obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding accounting, internal accounting controls or auditing matters, including any complaint, allegation, assertion, or claim that the Purchaser or any of its Subsidiaries has engaged in questionable accounting or auditing practices, or any expression of concern from its employees regarding questionable accounting or auditing matters.

(u) Litigation. As of the date of this Agreement, except as disclosed in the Purchaser Disclosure Letter, there are no Actions pending, or, to the knowledge of the Purchaser, threatened, against the Purchaser or any of its Subsidiaries or affecting any of their respective properties or assets that, if determined adverse to the interests of the Purchaser or its Subsidiaries, would have, or be reasonably expected to have a Purchaser Material Adverse Effect.

(v) Authorizations and Licenses. Except as disclosed in the Purchaser Filings or Section 3.2(v) of the Purchaser Disclosure Letter: (i) all Authorizations that are necessary for the Purchaser and its Subsidiaries to own their assets and conduct their businesses as presently owned and conducted have been obtained and are in full force and effect in accordance with their terms, in each case in all material respects; (ii) to the Purchaser's knowledge, the Purchaser and its Subsidiaries have performed, in all material respects, the obligations required to be performed by them to date under all such Authorizations; (iii) neither the Purchaser nor any of its Subsidiaries is in breach of or default under any such Authorizations in any material respect; (iv) neither the Purchaser nor any of its Subsidiaries has received written, or to the Purchaser's knowledge other, notice of any alleged breach or alleged default under any such Authorizations or of any intention of any Governmental Entity to revoke or not renew any such Authorizations (other than expirations or renewals in the Ordinary Course); and (v) no proceeding by any Governmental Entity is pending or, to the Purchaser's knowledge, threatened that could reasonably be expected to result in the revocation of any such Authorizations in a manner that would be material to the Purchaser and its Subsidiaries, taken as a whole.

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(w) Restrictions on Business Activities.

(i) To the knowledge of the Purchaser, there is no Award binding upon the Purchaser or any of its Subsidiaries that has or would reasonably be expected to have the effect of materially prohibiting, restricting, or impairing any business practice of any of them, any acquisition or disposition of any material property by any of them, or the conduct of the business by any of them as currently conducted, in any material respect.

(ii) There are no Contracts which contain any covenant expressly limiting the Purchaser's or any of its Subsidiaries' ability, in any material respect, to compete in any principal line of business of the Purchaser and its Subsidiaries after the consummation of the transactions contemplated by this Agreement on substantially the same basis as presently carried on.

(x) Taxes.

Except as disclosed in Section 3.2(x) of the Purchaser Disclosure Letter:

(i) each of the Purchaser and its Subsidiaries has duly and timely made or prepared all material Tax Returns required to be made or prepared by it and has duly and timely filed all such material Tax Returns with the appropriate Governmental Entity, and all such Tax Returns are correct and complete in all material respects;

(ii) each of the Purchaser and its Subsidiaries has duly and timely paid all material Taxes, including all instalments on account of Taxes for the current year, that are due and payable by it whether or not assessed by the appropriate Governmental Entity or shown on any Tax Return;

(iii) none of the Purchaser or any of its Subsidiaries has entered into any agreement or other arrangement, or executed any waiver, providing for any extension of time within which (A) to file any Tax Return covering any Taxes for which the Purchaser or any of its Subsidiaries is or may be liable; (B) to file any elections, designations or similar filings relating to Taxes for which the Purchaser or any of its Subsidiaries is or may be liable; (C) the Purchaser or any of its Subsidiaries is required to pay or remit any Taxes or amounts on account of Taxes; or (D) any Governmental Entity may assess or collect Taxes for which the Purchaser or any of its Subsidiaries is or may be liable;

(iv) to the knowledge of the Purchaser, there are no proceedings, investigations, audits or claims now pending or threatened against the Purchaser or any of its Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Entity relating to Taxes;

(v) each of the Purchaser and its Subsidiaries has duly and timely withheld all material Taxes and other amounts required by Law to be withheld by it (including Taxes and other amounts required to be withheld by it in respect of any amount paid or credited or deemed to be paid or credited by it to or for the account or benefit of any Person, including any employee, officer or director and any non-resident Person), and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by Law to be remitted by it;

(vi) each of the Purchaser and its Subsidiaries has duly and timely collected and paid all material amounts on account of any sales or transfer taxes, including goods and services,

D-7

harmonized sales and provincial or territorial sales taxes, required by Law to be collected and paid by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by Law to be remitted by it. All input tax credits claimed by the Purchaser or any of its Subsidiaries for purposes of the goods and services tax and harmonized sales tax were, in all material respects, calculated in accordance with applicable Law. Each of the Purchaser and its Subsidiaries has complied with all registration, reporting, payment, collection and remittance requirements in respect of the goods and services tax and harmonized sales tax (and, where applicable, any similar provincial Tax); and

(vii) to the knowledge of the Purchaser, neither the Purchaser nor any of its Subsidiaries has ever had an obligation to file an information return pursuant to section 237.3 or 237.4 of the Tax Act (or any analogous provision of provincial Law).

(y) Material Contracts. Each material Contract of the Purchaser is legal, valid, binding and in full force and effect and is enforceable by the Purchaser or a Subsidiary as applicable, in accordance with its terms subject only to any limitation under bankruptcy, insolvency or other Law affecting the enforcement of creditors' rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. None of the Purchaser or its Subsidiaries is in material breach or default under any material Contract, nor does the Purchaser have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. Except as disclosed in the Purchaser Disclosure Letter, none of the Purchaser or any of its Subsidiaries knows of, or has received any notice (whether written or oral) of, any material breach, default, cancelation, termination, or no renewal under any material Contract by any other party to any material Contract.

(z) Non-Arm's Length and Related Party Transactions. Except as disclosed in the Purchaser Filings or Section 3.2(z) of the Purchaser Disclosure Letter, and except for employment, compensation, indemnification and reimbursement arrangements and intercompany transactions among the Purchaser and its wholly-owned Subsidiaries, neither the Purchaser nor any of its Subsidiaries (A) is a party to any Contract with, or indebted to, any director, officer, employee or agent of, or independent contractor to, the Purchaser or its Subsidiaries or any of their respective affiliates or associates, nor (B) has any Contract (other than employment arrangements in the Ordinary Course) with, or any advances, loans, guarantees to, or other liabilities or other obligations for the benefit of, any shareholder which is an 'insider' (as defined in the Securities Act (Ontario)), officer or director of the Purchaser or any of its Subsidiaries, or any of their respective affiliates or associates, in each case that is material to the Purchaser and its Subsidiaries, taken as a whole.

(aa) Brokers. Except as set forth in Section 3.2(aa) of the Purchaser Disclosure Letter, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Purchaser who might be entitled to any fee or commission from the Purchaser in connection with the Arrangement.

(bb) Investment Canada Act. The Purchaser is not a "non-Canadian" within the meaning of the Investment Canada Act (Canada).

No. S-259220
Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTIONS 288-299 OF THE
BUSINESS CORPORATIONS ACT,
S.B.C. 2002, c. 57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT
INVOLVING THUNDERBIRD ENTERTAINMENT GROUP
INC.

THUNDERBIRD ENTERTAINMENT GROUP INC.
PETITIONER

ORDER MADE AFTER APPLICATION
(FINAL ORDER)

DLA Piper (Canada) LLP
Barristers & Solicitors
Suite 2700
1133 Melville Street
Vancouver, BC V6E 4E5

Tel. No. 604.687.9444
Fax No. 604.687.1612

AI assistant

Thunderbird Entertainment Group — M&A Activity 2026

43831_rns_2026-01-28_db8d48cf-240d-4b14-94ee-7c0585b59494.pdf

IN THE SUPREME COURT OF BRITISH COLUMBIA

ORDER MADE AFTER APPLICATION

(Final Order)

BLUE ANT MEDIA CORPORATION

and

THUNDERBIRD ENTERTAINMENT GROUP INC.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 THE ARRANGEMENT

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

ARTICLE 4 COVENANTS

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

ARTICLE 6 CONDITIONS

ARRANGEMENT AGREEMENT

AMONG:

WHEREAS:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms

Section 1.2 Certain Rules of Interpretation

ARTICLE 2

THE ARRANGEMENT

Section 2.1 Arrangement

Section 2.2 Interim Order

Section 2.3 The Company Meeting

(1) The Company shall:

Section 2.4 The Company Circular

Section 2.5 Final Order

Section 2.6 Court Proceedings

Section 2.7 Treatment of Company Preferred Shares, Company Options, RSUs and PSUs

Section 2.8 Plan of Arrangement and Effective Date

Section 2.9 Payment of Consideration

Section 2.10 Adjustments to Consideration

Section 2.11 Withholding Taxes

Section 2.12 U.S. Securities Law Matters

Section 2.13 Tax Matters

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

Section 3.1 Representations and Warranties of the Company

Section 3.2 Representations and Warranties of the Purchaser

ARTICLE 4

COVENANTS

Section 4.1 Conduct of Business of the Company

Section 4.2 Conduct of Business of the Purchaser

Section 4.3 Covenants Relating to the Arrangement

Section 4.4 Competition Act Approvals

Section 4.5 Access to Information; Confidentiality

Section 4.6 Cooperation Regarding Reorganization

Section 4.7 Public and Employee Communications

Section 4.8 Notice and Cure Provisions

Section 4.9 Insurance and Indemnification

Section 4.10 TSXV De-listing

Section 4.11 Appointment of Director to Purchaser's Board of Directors

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

Section 5.1 Non-Solicitation

Section 5.2 Notification of Acquisition Proposals

Section 5.3 Responding to an Acquisition Proposal

Section 5.4 Purchaser Right to Match

ARTICLE 6

CONDITIONS

Section 6.1 Mutual Conditions Precedent

Section 6.2 Additional Conditions Precedent to the Obligations of the Purchaser

Section 6.3 Additional Conditions Precedent to the Obligations of the Company

Section 6.4 Satisfaction of Conditions

Section 6.5 Frustration of Conditions

ARTICLE 7

Section 7.1 Term

Section 7.2 Termination

Section 7.3 Effect of Termination/Survival

ARTICLE 8 GENERAL PROVISIONS

Section 8.1 Amendments

Section 8.2 Termination Fee

Section 8.3 Expenses

Section 8.4 Privacy Issues

Section 8.5 Acknowledgment

Section 8.6 Notices

Section 8.7 Time of the Essence

Thunderbird Entertainment Group M&A Activity 2026