SEDAR+ VERSION
Redacted for commercially sensitive and personal information
Final Version

TRUNKEAST INVESTMENTS CANADA LIMITED

as Parent

and

TTNM MANAGEMENT ACQUISITION LIMITED

as Purchaser

and

TITANIUM TRANSPORTATION GROUP INC.

as Corporation

ARRANGEMENT AGREEMENT

Dated as of January 14, 2026

Article 1 INTERPRETATION ... 1
1.1 Defined Terms ... 1
1.2 Certain Rules of Interpretation ... 17
1.3 Schedules ... 18
1.4 Disclosure Letter ... 18
1.5 Actions and Omissions by Rollover Shareholders. ... 18

Article 2 THE ARRANGEMENT ... 18
2.1 Arrangement ... 18
2.2 Interim Order ... 18
2.3 The Meeting ... 19
2.4 The Circular ... 22
2.5 Final Order ... 24
2.6 Court Proceedings ... 24
2.7 Incentive Plans ... 25
2.8 Articles of Arrangement and Effective Date ... 25
2.9 Payment of Consideration and Other Amounts ... 26
2.10 Withholding Rights ... 27
2.11 Guarantee ... 27

Article 3 REPRESENTATIONS AND WARRANTIES ... 27
3.1 Representations and Warranties of the Corporation ... 27
3.2 Representations and Warranties of the Purchaser and the Parent ... 28

Article 4 COVENANTS ... 28
4.1 Conduct of Business of the Corporation ... 28
4.2 Covenants of the Corporation Regarding the Arrangement. ... 32
4.3 Covenants of the Purchaser and the Parent Regarding the Arrangement ... 34
4.4 Regulatory Approvals ... 36
4.5 Access to Information; Confidentiality ... 38
4.6 Privacy Matters ... 38
4.7 Public Communications ... 39
4.8 Notice and Cure Provisions ... 40
4.9 Insurance and Indemnification; Director and Officer Matters ... 41
4.10 Filings ... 42
4.11 TSX Delisting and Cease to be Reporting Issuer ... 43

Article 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ... 43

ii -

5.1 Non-Solicitation...43
5.2 Notification of Acquisition Proposals...44
5.3 Responding to an Acquisition Proposal...44
5.4 Right to Match...45

Article 6 CONDITIONS...48
6.1 Mutual Conditions Precedent...48
6.2 Additional Conditions Precedent to the Obligations of the Purchaser and the Parent...48
6.3 Additional Conditions Precedent to the Obligations of the Corporation...49
6.4 Satisfaction of Conditions...50

Article 7 TERM AND TERMINATION...50
7.1 Term...50
7.2 Termination...50
7.3 Effect of Termination/Survival...53
7.4 Termination Fee...53

Article 8 GENERAL PROVISIONS...56
8.1 Amendments...56
8.2 Notices...56
8.3 Further Assurances...58
8.4 Injunctive Relief...58
8.5 Third Party Beneficiaries...59
8.6 Waiver...59
8.7 Entire Agreement...59
8.8 Successors and Assigns...59
8.9 Severability...59
8.10 Governing Law...60
8.11 Rules of Construction...60
8.12 Counterparts...60

ADDENDA

Schedule A PLAN OF ARRANGEMENT
Schedule B ARRANGEMENT RESOLUTION
Schedule C REPRESENTATIONS AND WARRANTIES OF THE CORPORATION
Schedule D REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT
Schedule E ROLLOVER SHAREHOLDERS

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is made as of January 14, 2026, between TRUNKEAST INVESTMENTS CANADA LIMITED a corporation incorporated under the laws of the Province of Ontario (the "Parent"), TTNM MANAGEMENT ACQUISITION LIMITED a corporation incorporated under the laws of Canada (the "Purchaser") and TITANIUM TRANSPORTATION GROUP INC., a corporation incorporated under the laws of Canada (the "Corporation").

WHEREAS the Purchaser, the Parent and the Corporation (collectively, the "Parties" and each, a "Party") have agreed, subject to the satisfaction of certain conditions precedent, to complete the Arrangement (hereinafter defined) pursuant to the provisions of the CBCA (hereinafter defined);

AND WHEREAS in connection with the completion of the Arrangement, among other things, each holder of Shares (hereinafter defined) other than Shares held by (i) the Rollover Shareholders (hereinafter defined) and (ii) Dissenting Holders (hereinafter defined) will receive for each such Share held the Consideration (hereinafter defined);

AND WHEREAS, concurrently with the execution and delivery of this Agreement, the Supporting Shareholders (hereinafter defined) are entering into voting and support agreements with the Purchaser pursuant to which, among other things, they have agreed to vote any Shares held by them in favour of the approval of the Arrangement Resolution (hereinafter defined) at the Meeting (hereinafter defined) (collectively, the "Voting Support Agreements");

AND WHEREAS the Board (hereinafter defined) has unanimously determined (with interested directors abstaining), upon the unanimous recommendation of the Special Committee (hereinafter defined) and having received external financial and legal advice, that the Consideration (hereinafter defined) to be received by Shareholders is fair, from a financial point of view, to such Shareholders (as hereinafter defined) (other than the Rollover Shareholders) and the Arrangement is in the best interests of the Corporation, and the Board has unanimously resolved (with interested directors abstaining) to recommend that the Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and conditions contained herein;

NOW THEREFORE, in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

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

"Acceptable Confidentiality Agreement" means a confidentiality and standstill agreement on commercially reasonable terms and conditions (it being understood and agreed that such confidentiality and standstill agreement need not prohibit or restrict the making of any Acquisition Proposal (and related communications) on a confidential basis to the Corporation or the Board and such confidentiality and standstill agreement may include clean team provisions, addendums or related agreements).

"Acquisition Proposal" means, other than the transactions contemplated by this Agreement, and other than any transaction involving only the Corporation and/or one or more of its Subsidiaries or between one or more of its Subsidiaries, any offer, inquiry or proposal (written or oral) from any

Person or group of Persons other than the Purchaser, the Parent (or any of their respective affiliates or any Person acting jointly or in concert with the Purchaser, the Parent or any of their respective affiliates) relating to (i) any direct or indirect acquisition, purchase, sale or disposition (or any lease, joint venture, royalty, license or other arrangement having the same economic effect as a sale or disposition), in a single transaction or a series of transactions, of (A) assets of the Corporation (including shares of Subsidiaries of the Corporation) and/or one or more of its Subsidiaries that, individually or in the aggregate, constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made, or contributing 20% or more of the consolidated revenue of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made, or (B) 20% or more of any class of voting or equity securities of the Corporation or 20% more of any class of voting or equity securities of any one or more of any of the Corporation's Subsidiaries that, individually or in the aggregate, contribute 20% or more of the consolidated revenues, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made, or constitute 20% or more of the consolidated assets of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made; (ii) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities or other transaction that, if consummated, would result in such Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Corporation (including securities convertible into or exercisable or exchangeable for voting or equity securities of the Corporation) then outstanding; (iii) any plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution or winding up involving the Corporation or any of its Subsidiaries whose assets constitute 20% or more of the consolidated assets, or contribute 20% or more of the consolidated revenue, of the Corporation and its Subsidiaries, taken as a whole, determined based upon the most recent consolidated financial statements of the Corporation filed as part of the Corporation Filings as at the time the Acquisition Proposal is made; or (iv) any other similar transaction or series of transactions similar to the foregoing involving the Corporation or any of its Subsidiaries.

"Advance Ruling Certificate" means an advance ruling certificate issued by the Commissioner pursuant to Section 102 of the Competition Act in respect of the transactions contemplated by this Agreement.

"affiliate" means, with respect to any Person, any other Person which, directly or indirectly through one or more Persons, Controls, is Controlled by or is under direct or indirect common Control with such first Person.

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

"AML Laws" has the meaning specified in paragraph 25 of Schedule C.

"ARC Request" has the meaning specified in Section 4.4.1(a).

"Arrangement" means an arrangement under Section 192 of the CBCA in accordance with 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 and the Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

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

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include the Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"associate" has the meaning specified in the Securities Act (Ontario) as in effect on the date of this Agreement.

"Authorization" means, with respect to any Person, any authorization, order, permit, approval, grant, licence, registration, certification, accreditation, consent, waiver, right, privilege, award, determination, direction or decision, from or required by any Governmental Entity, that is binding upon or applicable to such Person, or its business, assets or securities.

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

"Board Recommendation" has the meaning specified in Section 2.4.2.

"Books and Records" means the books and records of the Corporation and its Subsidiaries, whether in written or electronic form.

"Breaching Party" has the meaning specified in Section 4.8.3.

"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.

"Canadian Pension Plan" means a pension plan that is a "registered pension plan" as defined in subsection 248(1) of the Tax Act or that is required to be registered under the Pension Benefits Standards Act, 1985 (Canada) or similar provincial pension standards legislation, and that is maintained or contributed to by, or to which there is an obligation to contribute by the Corporation or any of its Subsidiaries in respect of its employees or former employees, arising from employment in Canada, other than the Canada Pension Plan maintained by the government of Canada and the Quebec Pension Plan maintained by the government of the Province of Quebec

"CASL" means An 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, S.C. 2010, c. 23 and its associated regulations.

"CBCA" means the Canada Business Corporations Act;

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

"Change in Recommendation" has the meaning specified in Section 7.2.4(b).

"Circular" means the notice of the Meeting and accompanying management information circular, including all schedules, appendices and exhibits thereto, to be sent to the Shareholders and other Persons as required by the Interim Order and Law in connection with the Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

"Commissioner" means the Commissioner of Competition appointed under subsection 7(1) of the Competition Act and includes any Person designated by the Commissioner to act on his or her behalf.

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

"Competition Act Approval" means one of the following has occurred: (a) the issuance of an Advance Ruling Certificate; or (b) (i) any applicable waiting period, including any extension of a waiting period, under Section 123 of the Competition Act shall have expired or been terminated, or the requirement to submit a notification shall have been waived under paragraph 113(c) of the Competition Act, and (ii) the Commissioner has issued a No Action Letter.

"Computer Systems" means all computer hardware, servers, peripheral equipment, technology infrastructure (including telecommunications equipment), Software (including firmware), and other computer systems and services that are used by the Corporation and its Subsidiaries (including to receive, store, process or transmit data) to carry on their respective businesses as currently operated.

"Confidentiality Agreement" means the Confidentiality and Standstill Agreement between the Corporation and the Purchaser and Parent dated November 7, 2025.

"Consideration" means $2.22 in cash per Share, without interest to be received by the Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) pursuant to the Plan of Arrangement.

"Constating Documents" means articles of incorporation, amalgamation, or continuation, as applicable, by-laws or other constating documents and all amendments thereto.

"Contract" means any written or oral agreement, funding agreement, cooperative agreement, other transaction agreement, blanket purchase agreement, commitment, engagement, contract, license, lease, obligation, undertaking or other right or obligation which is legally binding to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound or affected or to which any of their respective properties or their assets is subject.

"Control" (and any derivatives thereof, including "Controlled") means: (i) in relation to a Person that is a corporation, the ownership, directly or indirectly, of voting shares of such Person carrying more than 50% of the voting rights attaching to all voting shares of such Person and which are sufficient, if exercised, to elect a majority of its board of directors; and (ii) in relation to a Person that is a partnership, limited partnership, trust or other unincorporated entity (A) the ownership, directly or indirectly, of voting securities of such Person carrying more than 50% of the voting rights attaching to all voting securities of the Person, or (B) the ownership of other interests or the holding of a position (such as general partner of a limited partnership or trustee of a trust) entitling the holder to exercise control and direction over the activities of such Person.

"Corporation" has the meaning specified in the preamble.

"Corporation Filings" means all documents publicly filed or furnished by or on behalf of the Corporation or its Subsidiaries on SEDAR+ since January 1, 2025.

"Corporation Options" means any outstanding options to purchase Shares pursuant to the Incentive Plan or otherwise.

"Corporation Service Providers" means any current directors, officers, employees, independent contractors or other individual service providers of the Corporation or its Subsidiaries, including those performing part-time, temporary and full-time service, those on a leave of absence and interns.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"CT Act" means the Canada Transportation Act.

"CT Act Approval" means, notification of the transactions contemplated by this Agreement shall have been provided to the federal Minister of Transport pursuant to Section 53.1(1) of the CT Act and: (a) the federal Minister of Transport within 42 days of receiving notification of the transactions contemplated by this Agreement has given notice pursuant to Section 53.1(4) of the CT Act of his opinion that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation; or (b) the Governor in Council has approved the transactions contemplated by this Agreement pursuant to Section 53.2(7) of the CT Act.

"Data Security Requirements" means, to the extent relating to the Processing, protection or security of Personal Information by the Corporation and as applicable to the Corporation: (i) the Privacy Laws; (ii) the terms of Contracts relating to the Processing, protection, or security of Personal Information or compliance with Privacy Laws, binding on the Corporation and (iii) the Corporation's internal- and external-facing written policies and procedures pertaining to the Processing of Personal Information in the operation of the business of the Corporation as currently conducted.

"Depositary" means TSX Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Dissenting Holder" means a registered Shareholder (other than a Rollover Shareholder) who has validly exercised their Dissent Rights.

"Director" means the Director appointed pursuant to Section 260 of the CBCA.

"Disclosure Letter" means the disclosure letter dated the date of this Agreement and delivered by the Corporation to the Purchaser and the Parent with this Agreement.

"Dissent Rights" means the rights of dissent in respect of the Arrangement described in the Plan of Arrangement.

"D&O Insurance" has the meaning specified in Section 4.9.1.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

"Effective Time" has the meaning specified in the Plan of Arrangement.

"Employee Plans" means all health, welfare, medical, dental, drug, hospital, vision, wellness, disability, sick leave, critical illness, accidental death and dismemberment, life, wage replacement, financial assistance, loan, change of control, retention, bonus, profit sharing, commission, option, stock appreciation, insurance, incentive, incentive compensation, deferred compensation, share purchase, equity, equity-based, phantom equity including the Incentive Plan, employment, individual consulting, severance, termination pay, paid time off, unemployment benefit, post-employment, post-retirement, fringe benefit, pension, savings, vacation, retirement or supplemental retirement plans or other benefit or compensation plans, programs, policies, agreements and arrangements, and, in each case, (i) for current or former directors, officers, employees, independent contractors or other individual service providers (or any dependent, survivor or beneficiary thereof) of the Corporation or its Subsidiaries, (ii) which are maintained, sponsored, contributed to, required to be contributed to, or funded by the Corporation or any of its Subsidiaries or in respect of which the Corporation or any of its Subsidiaries has or is reasonably expected to have any liability or obligation, and (iii) whether written or oral, qualified or nonqualified, funded or unfunded, registered or non-registered, or currently effective or terminated, provided that "Employee Plans" shall not include any plan, policy, program, arrangement or agreement mandated by applicable Law, including the Canada Pension Plan and the Quebec Pension Plan.

"Environmental Laws" has the meaning specified in paragraph 26 of Schedule C.

"Final Order" means the final order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (with the consent of both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Financial Advisor Opinion" means collectively (a) the opinion of National Bank Financial Inc. to the effect that, as of the date of this Agreement, the Consideration to be received by the Shareholders (other than the Rollover Shareholders) pursuant to the Arrangement is fair, from a financial point of view to such Shareholders and (b) the independent formal valuation of the Shares prepared by National Bank Financial Inc. under the supervision of the Special Committee in accordance with the requirements set out in MI 61-101 for a formal valuation in respect of the transactions contemplated in this Agreement and in the Plan of Arrangement.

"Financial Statements" means, collectively: (i) the audited consolidated financial statements of the Corporation as at and for the years ended December 31, 2024 and 2023, together with the related auditors' report on and notes to such financial statements.

"Governmental Entity" means: (i) any applicable international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitrator or arbitral body (public or private), commission, commissioner, board, bureau, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign; (ii) any political subdivision, agent or authority of any of the foregoing, to the extent that the rules, regulations, or orders of such Person have such force of Law; (iii) any quasi-governmental or private body including any tribunal, commission, regulatory agency or self-regulatory organization exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) any Securities Authority or stock exchange, including the TSX.

"Hazardous Materials" has the meaning specified in paragraph 26 of Schedule C.

"IFRS" means International Financial Reporting Standards, as issued by the International Accounting Standards Board.

"Incentive Plan" means the employee stock option plan of the Corporation currently in effect as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Indemnified Persons" has the meaning specified in Section 4.9.4.

"Intellectual Property" means all intellectual property and intellectual property and related rights, including the following, whether domestic, foreign, or otherwise: (i) patents, patent rights, applications for patents and patent disclosures, and including all provisional applications, substitutions, continuations, continuations-in-part, patents of addition, improvement patents, divisionals, renewals, reissues, confirmations, counterparts, re-examinations and extensions thereof and all analogous rights; (ii) proprietary and non-public business information, inventions (whether patentable or not), invention disclosures, improvements, discoveries, trade secrets, know-how, methods, processes, designs, technical data, schematics, formulae and customer lists, and documentation relating to any of the foregoing; (iii) copyrights, copyrightable works, copyright registrations and applications for copyright registration and all moral rights associated with copyrights, copyright registrations and applications for copyright registration; (iv) integrated circuit topographies, integrated circuit topography registrations and applications, mask works, mask work registrations and applications for mask work registrations; (v) industrial designs, industrial designation registrations and applications, designs, design patents, design registrations and design registration applications; (vi) trade names, trade name registrations, business names, corporate names, domain name, domain name registrations, social media accounts and handles, website names and world wide web addresses, common law trademarks, trademark registrations, trademark applications, trade dress and logos, service marks, brand names, all identifiers of source and the goodwill associated with any of the foregoing; (vii) Software and (viii) any other intellectual property or industrial property.

"Interim Order" means the interim order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Investment Canada Act" means the Investment Canada Act (Canada), R.S.C. 1985, c.28 (1st Supp.), as amended;

"Law" means, with respect to any Person, any and all applicable supranational, national, federal, provincial, territorial, state, municipal or local law (statutory, civil, common or otherwise), constitution, treaty, convention, ordinance, act, statute, code, rule, regulation, Order or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated 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 having the force of law, all policies, practices, guidelines, standards, notices and protocols of any Governmental Entity.

"Leased Real Property" means the Real Property Leases as specified in paragraph 22 of Schedule C of the Disclosure Letter.

"Lien" means any mortgage, charge, pledge, hypothec, security interest, statutory or deemed trust, prior claim, encroachment, option, right of first refusal or first offer, license, occupancy right, restrictive covenant, assignment, lien (statutory or otherwise), easement, defect of title or encumbrance of any kind, and in each case, whether contingent or absolute.

"Matching Period" has the meaning specified in Section 5.4.1(d).

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

(a) any change, occurrence, development, condition or event affecting any of the industries in which the Corporation or any of its Subsidiaries operate;

(b) global, national or regional political conditions (or any change, occurrence, development or event therein), including any general labour strikes or act of espionage, cyberattack, sabotage or terrorism or any outbreak of hostilities or any commencement or continuation of declared or undeclared war or any escalation or worsening thereof;

(c) conditions (or any change of development therein) in the general economic, business, banking, regulatory, financial, credit, currency exchange, interest rate, rates of inflation or capital market conditions;

(d) any change in IFRS or regulatory accounting requirements (or changes in interpretations of IFRS or regulatory accounting requirements);

(e) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity, in each case after the date hereof;

(f) any hurricane, flood, tornado, earthquake or other natural disaster;

(g) any epidemic, pandemic or outbreaks of illness or disease or any worsening thereof;

(h) the failure by the Corporation to meet any internal, analysts' or other projections, forecasts, guidance or estimates of revenues, earnings, cash flows or other measure of financial performance or results of operations, it being understood and agreed that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred (unless excluded by other clauses in this definition);

(i) any action taken by the Corporation or any of its Subsidiaries which is required to be taken pursuant to this Agreement or as required by Law or any failure(s) to take any action by the Corporation or any of its Subsidiaries which is expressly prohibited by this Agreement (including those expressly prohibited without the written consent of the Purchaser or the Parent, to the extent that such consent is not provided);

(j) any matter which has been expressly disclosed by the Corporation in the Disclosure Letter;

(k) any actions taken (or omitted to be taken) (i) upon the written request of the Purchaser, the Parent or any of their respective affiliates, or (ii) with the written

consent of, or under the authority, direction or control of the Purchaser, the Parent or any of their respective affiliates;

(l) the execution, announcement, pendency or performance of this Agreement or the consummation of the Arrangement (including by reason of the identity of the Purchaser, the Parent or any of their respective affiliates, or any communication by the Purchaser, the Parent or any of their affiliates regarding their plans or intentions with respect to the conduct of the business of the Corporation or any of its Subsidiaries) and any loss or threatened loss or, or adverse change or threatened adverse change in the relationship of the Corporation and/or any of its Subsidiaries with any of their respective customers, suppliers, employees (other than a Rollover Shareholder or the associates or affiliates of a Rollover Shareholder), financing sources, partners, lessors, licensors, regulators, creditors, contractors and other Persons with which the Corporation or any of its Subsidiaries has business relations;

(m) any change in the market price or trading volumes of any securities of the Corporation (it being understood that the causes underlying such change in market price or trading volumes may be taken into account in determining whether a Material Adverse Effect has occurred unless excluded by other clauses in this definition), or any suspension of trading in securities generally on any securities exchange on which any securities of the Corporation trade, including the TSX; or

(n) any actions or proceedings brought by or on behalf of Shareholders relating to the Arrangement Agreement or the transactions contemplated hereby,

provided, however, if any change, event, occurrence, effect, state of facts or circumstance referred to in clauses (a) through and including (g) above, materially and disproportionately adversely effects the Corporation and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Corporation and its Subsidiaries operate, such change, event, occurrence, effect, state of facts or circumstance may be taken into account in determining whether a Material Adverse Effect has occurred and 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 "Material Adverse Effect" has occurred.

"Material Contract" means, other than (i) any intercompany Contract among only the Corporation and its Subsidiaries, (ii) any Contract between the Purchaser or the Parent and the Corporation, any Contract to which the Corporation or any of its Subsidiaries is a party:

(a) that the Corporation or any of its Subsidiaries are obligated to make or is entitled to receive payments on an annual basis in excess of $20 million;

(b) that if terminated or modified or if it ceased to be in effect, would reasonably be expected to have a Material Adverse Effect;

(c) relating directly or indirectly to indebtedness for borrowed money or to the guarantee, support, or assumption or any similar commitment with respect to the obligations, liabilities (whether accrued, absolute, contingent or otherwise) or indebtedness of any Person other than the Corporation or any of the Subsidiaries, in excess of $20 million;

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(d) relating to any litigation or settlement thereof which does or could have actual or contingent obligations or entitlement of the Corporation or any of its Subsidiaries in excess of $10 million, after deduction of any amounts paid to the Corporation or that are otherwise recoverable under any insurance policy of the Corporation, and which have not been fully satisfied prior to the date of this Agreement;

(e) that is a partnership agreement, limited liability company agreement, joint venture agreement or similar agreement or arrangement, relating to the formation, creation or operation of any partnership, limited liability company or joint venture in which the Corporation or any of its Subsidiaries is a partner, member or joint venturer (or other participant), but excluding any such partnership, limited liability company or joint venture which is a wholly-owned Subsidiary of the Corporation;

(f) providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, any property or asset where the purchase or sale price or agreed value or fair market value of such property or asset exceeds $10 million;

(g) providing for the acquisition or disposition by the Corporation or any of its Subsidiaries of any business, division or product line (whether by merger, amalgamation, sale of shares, sale of assets or otherwise) or capital stock or other equity interests of any other Person, in each case, pursuant to which any obligations of the Corporation or any of its Subsidiaries remain outstanding that are material to the Corporation and its Subsidiaries taken as a whole;

(h) pursuant to which the Corporation or a Subsidiary provides board nomination or similar rights to a securityholder;

(i) for any capital expenditure or commitment to do so which individually or in the aggregate exceeds $10 million; and

(j) relating to any interest rate, currency, commodity or hedging, swap, derivative or forward sale transactions which individually or in the aggregate exceeds $10 million.

"Meeting" means the special meeting of Shareholders, including any adjournment or postponement of such special meeting 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 Circular and agreed to in writing by the Purchaser.

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

"misrepresentation" means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

"No Action Letter" means written confirmation from 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.

"OFAC" means the U.S. Department of the Treasury's Office of Foreign Assets Control.

"officer" has the meaning specified in the Securities Act (Ontario).

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"OHSA" has the meaning specified in paragraph 21(f) of Schedule C.

"Option Agreement" has the meaning specified in the Plan of Arrangement.

"Order" means any order, injunction, judgment, decree, determination, writ, consent, stipulation, award or ruling of, or agreement (including without limitation any settlement agreement, disciplinary agreement, consent or conciliation agreement, or memoranda of understanding) with, any Governmental Entity.

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

"OSC" means the Ontario Securities Commission.

"Other Bidding Group Members" means the certain shareholders referenced as Other Bidding Group Members in Schedule E.

"Outside Date" means the date that is six (6) months from the date of this Agreement, or such other date as may be agreed to in writing by the Parties, provided that if the Effective Date has not occurred by the date that is six (6) months from the date of this Agreement as a result of the failure to obtain the approvals set forth in Section 6.1.4, then any Party may elect by notice in writing delivered to the other Parties by no later than 5:00 p.m. on a date that is on or prior to such date to extend the Outside Date for a period of 30 days; provided, further, that in the event that the Effective Date has not occurred by the first extended Outside Date as a result of the failure to obtain the approvals set forth in Section 6.1.4, any Party may elect by notice in writing delivered to the other Parties by no later than 5:00 p.m. on a date that is on or prior to such date to further extend the Outside Date by an additional 30 days from the first extended Outside Date, provided further that, notwithstanding the foregoing, no Party shall be permitted to extend, or to further extend, the Outside Date if the failure to obtain the approvals required in Section 6.1.4 is primarily the result of a material breach of that Party's covenants in this Agreement.

"Owned Property" means the real property in respect of which the Corporation or its Subsidiaries have registered title thereto and as specified in paragraph 22 of Schedule C of the Disclosure Letter.

"Parent" has the meaning specified in the preamble.

"Party" has the meaning specified in the preamble.

"Permitted Liens" means, in respect of the Corporation or any of its Subsidiaries, any one or more of the following:

(a) Liens for Taxes that are not yet due or are not in arrears, or which are being contested in good faith and in respect of which reserves have been provided in accordance with IFRS;

(b) inchoate or statutory Liens of contractors, subcontractors, carriers, warehousemen's, mechanics', workmen's, repairmen's, builder's, workers, suppliers, and materialmen's and other similar Liens in respect of the construction, maintenance, repair or operation of real or personal property arising or incurred in the Ordinary Course, provided that such Liens are related to obligations not due or delinquent (or if due and delinquent are being contested in good faith by appropriate proceedings) and, are not registered against title to any real or

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personal property and in respect of which adequate holdbacks are being maintained as required by applicable Law;

(c) any right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, permit, licence, certificate, order, grant, classification (including any zoning laws and ordinances and similar legal requirements), registration or other consent, approval or authorization acquired by such person from any Governmental Entity or by any Law, to terminate any such permit, licence, certificate, order, grant, classification, registration or other consent, approval or authorization or to require annual or other payments as a condition to the continuance thereof and which in the aggregate do not materially impair the use of or the operation of the business of such Person or the property subject thereto;

(d) requirements or entitlements of any Law, including zoning, building codes or other land use, planning, or environmental regulations, rights of expropriation, ordinances, by-laws, or other legal requirements or entitlements imposed by or in favour of any Governmental Entity;

(e) restrictions, covenants, land use contracts, rent charges, building schemes, declarations of covenants, conditions and restrictions, servicing agreements, or other registered agreements or instruments in favour of any Governmental Entity or utility provider;

(f) easements, rights-of- way, encroachments, servitudes or other similar rights in or with respect to real property granted to or reserved by other Persons or properties;

(g) any security given to a public or private utility or other service provider or any other Governmental Entity when required by such utility or other Governmental Entity in connection with the operations of such person in the ordinary course of its business, but only to the extent relating to costs and expenses for which payment is not due;

(h) any Liens, whether registered or unregistered, in respect of the landlord's fee simple interest in the Leased Real Properties, and all registrations against the Landlord's fee simple title to the Leased Real Properties;

(i) the reservations, exceptions, limitations, provisos and conditions, if any, expressed in any grants from a Governmental Entity of any Owned Real Property or Leased Real Property;

(j) such other imperfections or immaterial irregularities of title or Liens, including encroachments and any title defects that would be identified by an up-to-date survey;

(k) any Liens (i) pursuant to capitalized leases or purchase money obligations of such Person in the Ordinary Course; or (ii) pursuant to any conditional sales agreement, leases for equipment, vehicles or any other personal property and assets in or over the property and assets so purchased or leased by such Person in the Ordinary Course;

(l) any Liens in connection with the Existing Credit Facility up until the Effective Time; and

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(m) Liens in respect of contributions to a Canadian Pension Plan by the Corporation or any of its Subsidiaries that are (i) not yet due; or (ii) immaterial and inadvertently delinquent by any Obligor as a result of reasonable error, provided that any contribution arrears described in (ii) are rectified within 30 days of the Corporation or any of its Subsidiaries becoming aware thereof.

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

"Personal Information" means any information about an identifiable individual, including information that, alone or in combination with other available information, may be used to identify an individual, as such term is defined by applicable Privacy Laws.

"Plan of Arrangement" means the plan of arrangement under Section 192 of the CBCA in the form of Schedule A, and any amendments or variations to such plan made in accordance with its terms, the terms of this Agreement, the terms of the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior consent of the Corporation and the Purchaser, each acting reasonably.

"Privacy Laws" means the following as applicable to the Corporation, all Laws, legal requirements, self-regulatory guidelines and binding industry standards concerning the Processing or protection of Personal Information by the Corporation (including, to the extent applicable, the Payment Card Industry Data Security Standard).

"Process", "Processing", and similar terms, means to collect, receive, acquire, access, store, use, analyze, modify, manipulate, handle, copy, transmit, transfer, disclose, aggregate, anonymize, de-identify, destroy, erase, or dispose of Personal Information.

"Purchaser" has the meaning specified in the preamble.

"Purchaser Disclosure Letter" means the disclosure letter dated the date of this Agreement and delivered by the Purchaser to the Corporation with this Agreement.

"Real Property Lease" has the meaning set forth in paragraph 22(c) of Schedule C.

"Recipient" has the meaning specified in Section 4.6.1.

"Regulatory Approval" means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity (and any extensions thereof, including through a timing or other agreement), in each case in connection with the Arrangement or the transactions contemplated by this Agreement and includes the Required Regulatory Approvals, but excludes the Interim Order, the Final Order and any other approval of the Arrangement by the Court.

"Related Party Contract" has the meaning specified in paragraph 19 of Schedule C.

"Representative" means, with respect to any Person, any officer, director, employee, representative (including any financial, legal or other advisor) or agent of such Person or of any of its Subsidiaries or affiliates.

"Required Regulatory Approvals" means the Competition Act Approval and the CT Act Approval.

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"Required Shareholder Approval" means the required vote set forth in Section 2.2(b), together with any other vote required under the Interim Order.

"Rollover Agreement" means the agreement entered into between the Purchaser and a Rollover Shareholder in connection with the Arrangement and all ancillary documentation related thereto.

"Rollover Shareholders" means the certain shareholders of the Corporation described in Schedule E.

"Rollover Shares" means the Shares owned directly or indirectly by the Rollover Shareholders and which are to be exchanged for shares of the successor to the Corporation and the Purchaser pursuant to the Arrangement, as set out in Schedule E.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by any applicable Governmental Entity of (i) the United States, including those administered by OFAC or the U.S. Department of State, (ii) the United Nations Security Counsel, the European Union, any European Union member state, or the United Kingdom, or (iii) Canada, including those administered by Global Affairs Canada, the Minister of Public Safety, the Canada Border Services Agency, or the Royal Canadian Mounted Police.

"Securities Authority" means the OSC, any other applicable securities commission or regulatory authority of a province or territory of Canada or any other jurisdiction with authority in respect of the Corporation and/or its Subsidiaries.

"Securities Laws" means the Securities Act (Ontario) and any other applicable Canadian provincial and territorial rules, orders, notices, promulgations and regulations and published policies thereunder and, where applicable, applicable securities laws and regulations of other jurisdictions.

"Securityholders" means, collectively, the Shareholders and the holders of Corporation Options.

"Security Incident" means any: (i) loss, theft or unauthorized or unlawful access to Personal Information under the control of and being Processed by the Corporation; (ii) incident or event that compromises or breaches the protection, integrity, or security of the Corporation's Computer Systems (or any data that is Personal Information residing thereon); or (iii) incident or event relating to Personal Information that triggers any reporting or notification obligation under any Privacy Laws.

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

"Shareholders" means the registered and/or beneficial holders of Shares, as the context requires.

"Shares" means collectively, the common shares of the Corporation.

"Software" means computer software and programs (both source code and object code form), all legally recognizable proprietary rights in the computer software and programs and all documentation and other materials related to the computer software and programs.

"Special Committee" means the special committee of the Board consisting solely of independent members of the Board formed in connection with the Arrangement and the other transactions contemplated by this Agreement.

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"Specified Exemptions" has the meaning specified in Section 4.4.1.

"Subsidiary" means a Person that is Controlled directly or indirectly by another Person and includes a Subsidiary of that Subsidiary.

"Superior Proposal" means any bona fide written Acquisition Proposal from a Person or group of Persons, other than the Purchaser, the Parent or one or more of their respective affiliates or any Person acting jointly or in concert with the Purchaser, the Parent or any of their respective affiliates, who is not an affiliate of the Corporation, made after the date hereof to directly or indirectly acquire not less than all of the outstanding Shares (other than any Shares held by the Persons or group of Persons making such Acquisition Proposal) or all or substantially all of the assets of the Corporation on a consolidated basis including by means of an acquisition, take-over bid, amalgamation, plan of arrangement, business combination, consolidation, recapitalization, liquidation, winding-up or other transaction:

(a) that complies in all material respects with Securities Laws and did not result from a material breach of Article 5;

(b) that is not subject to any financing condition;

(c) in respect of which it has been demonstrated to the satisfaction of the Board, acting in good faith after consultation with its financial advisor(s) and external 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 any due diligence condition or, other than a provision that is no less favourable to the Corporation than Section 4.4.7, access condition;

(e) that the Board (based upon the recommendation of the Special Committee and with interested directors abstaining) has determined in good faith, after consultation with its financial advisor(s) and external 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; and

(f) in respect of which the Board (based upon the recommendation of the Special Committee and with interested directors abstaining) determines, in its good faith judgment, after consulting with its external legal counsel and financial advisor(s), would, if consummated in accordance with its terms but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the Shareholders (other than the Rollover Shareholders).

"Superior Proposal Notice" has the meaning specified in Section 5.4.1(b).

"Supporting Shareholders" means the Parent and its associates and affiliates and all of the directors and senior officers of the Corporation.

"Tangible Personal Property" means machinery, equipment, furniture, furnishings, office equipment, computer hardware, supplies, materials, vehicles, material handling equipment, implements, parts, tools, jigs, dies, moulds, patterns, tooling and spare parts and tangible assets (other than Leased Real Property) owned or used or held by of the Corporation or its Subsidiaries including (i) any of the foregoing which are in storage or in transit; (ii) other tangible personal property of any member of Corporation or its Subsidiaries whether located in or on the Leased

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Real Property or elsewhere; and(iii) any of the foregoing which may be attached to Leased Real Property but are not Improvements.

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

"Tax Returns" means any and all returns, reports, declarations, disclosures, elections, notices, forms, designations, schedules, attachments, filings, and statements (including any amendments, schedules, attachments or supplements thereto and estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes (whether in tangible, electronic or other form).

"Taxes" means: (i) any and all taxes, duties, fees, excises, premiums, tariffs, assessments, imposts, levies and other charges or assessments in the nature of a tax imposed by any Governmental Entity, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, escheat, abandoned or unclaimed property, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employer health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, ad valorem, alternative or add on minimum, global minimum or "Pillar 2" and including all license and registration fees and all employment/unemployment insurance, health insurance, government pension plan premiums or contributions, social security premiums and workers' compensation premiums; (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on amounts of the type described in clause (i) above or this clause (ii); (iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) above as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (iv) any liability for the payment of any amounts of the type described in clauses (i), (ii) or (iii) as a result of any agreement with or other express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any Person.

"Terminating Party" has the meaning specified in Section 4.8.3.

"Termination Fee" has the meaning specified in Section 7.4.2.

"Termination Fee Event" has the meaning specified in Section 7.4.3.

"Termination Notice" has the meaning specified in Section 4.8.3.

"Transaction Personal Information" has the meaning specified in Section 4.6.1.

"Transferor" has the meaning specified in Section 4.6.1.

"TSX" means the Toronto Stock Exchange.

"Voting Support Agreements" has the meaning specified in the preamble.

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

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1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) 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. Unless the contrary intention appears, references in this Agreement to an Article, Section, subsection, paragraph or Schedule by number or letter or both refer to the Article, Section, subsection, paragraph or Schedule, respectively, bearing that designation in this Agreement.

(b) Currency. All references to dollars or to “$” or to “C$” are references to Canadian dollars.

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

(d) Certain Phrases and References, etc. The words “including,” “includes” and “include” mean “including (or includes or include) without limitation,” and “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.” Unless stated otherwise, “Article,” “Section,” and “Schedule” followed by a number or letter mean and refer to the specified Article or Section 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 novated and includes all schedules to it. The terms “made available” and “delivered” mean copies of the subject materials were provided in writing to or for in-person review by the Purchaser, the Parent or any of their respective affiliates and/or their respective Representatives, by or on behalf of the Corporation.

(e) Capitalized Terms. All capitalized terms used in any Schedule have the meanings ascribed to them in this Agreement.

(f) Knowledge. Any reference in this Agreement to the “knowledge” of the Corporation, means to the actual knowledge of a member of the Special Committee after reasonable inquiry, and any reference in this Agreement to the “knowledge” of Purchaser or the Parent means to the knowledge of Lu Galasso, Vic De Zen and Ted Daniel after reasonable inquiry.

(g) Accounting Terms. All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature in respect of the Corporation required to be made shall be made in a manner consistent with IFRS.

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

(i) Computation of Time. If any action may be taken within, or any right or obligation is to expire at the end of, a period of days under this Agreement, then the first day of the period is not counted, but the day of its expiry is counted. Whenever

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payments are to be made or an action is to be taken on a day which is not a Business Day, such payment will be made or such action will be taken on or not later than the next succeeding Business Day.

(j) Time References. References to time are to local time, Toronto, Ontario.

1.3 Schedules

The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

1.4 Disclosure Letter

For the purpose of this Agreement, it is acknowledged and agreed that disclosure in any section or subsection of the Disclosure Letter will be deemed disclosed with respect to all Sections of this Agreement and all other sections or subsections of the Disclosure Letter to the extent the relevance of such disclosure to such Section or subsection is reasonably apparent on the face of such disclosure. The Disclosure Letter forms an integral part of this Agreement for all purposes of it.

1.5 Actions and Omissions by Rollover Shareholders.

For all purposes of this Agreement, no wilful action or omission (with intention to cause a breach) of a Rollover Shareholder (or any of their associates, affiliates or Representatives) shall constitute a breach by the Corporation or any of its Representatives of any covenant, agreement, obligation or other provision of this Agreement applicable to the Corporation or any of its Representatives, except to the extent such action or omission was taken at the express direction of the Special Committee.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

The Parties 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.

2.2 Interim Order

The Corporation shall, as soon as reasonably practicable after the date of this Agreement, apply to the Court in a manner reasonably acceptable to the Purchaser pursuant to subsection 192(4) of the CBCA and prepare, file and diligently pursue a motion for the Interim Order, which must provide, among other things:

(a) for the classes of persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for the manner in which such notice is to be provided;

(b) that the required level of approval for the Arrangement Resolution (the "Required Shareholder Approval") shall be the affirmative vote of at least:

(i) two-thirds of the votes cast on the Arrangement Resolution by holders of the Shares present in person or represented by proxy and entitled to vote at the Meeting;

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(ii) a simple majority of the votes cast on the Arrangement Resolution by holders of Shares present in person or represented by proxy and entitled to vote at the Meeting excluding for this purpose, the votes attached to Shares held by Rollover Shareholders and other Persons described in items (a) through (d) of Section 8.1(2) of MI 61-101;

(c) that the Meeting may be held as a virtual or hybrid shareholder meeting and that Shareholders who participate in the Meeting by virtual means will be deemed to be present at the Meeting;

(d) for the grant of the Dissent Rights to those Shareholders who are registered Shareholders as of the deadline for exercising Dissent Rights, 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 Meeting may be adjourned or postponed from time to time by the Corporation with the prior written consent of the Purchaser or in accordance with the terms of this Agreement and without the need for additional approval of the Court;

(g) that the deadline for the submission of proxies by Shareholders for the Meeting shall be forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of Ontario) prior to the Meeting, subject to waiver by the Corporation in accordance with the terms of this Agreement;

(h) for fixing the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Meeting in accordance with the Interim Order;

(i) that the record date for Shareholders entitled to notice of and to vote at the Meeting will not change as a result of any adjournment(s) or postponement(s) of the Meeting unless required by the Court or by Law;

(j) that, subject to the foregoing and any variations prescribed in the Interim Order, in all other respects, the terms, restrictions and conditions of the Corporation's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Meeting; and

(k) for such other matters as the Corporation or the Purchaser (in each case, with the prior consent of the other, such consent not to be unreasonably withheld, conditioned or delayed) may reasonably require, subject to approval of the Court.

2.3 The Meeting

Subject to the terms of this Agreement and receipt of, and subject to the terms of, the Interim Order, the Corporation shall:

(a) in consultation with the Purchaser fix and publish a record date for the purposes of determining the Shareholders entitled to receive notice of and vote at the Meeting;

(b) convene and conduct the Meeting in accordance with the Interim Order and Law as soon as reasonably practicable after the date of this Agreement (and in any

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event, but subject to availability of the Court for the Interim Order, before April 30, 2026), for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the Circular as agreed to by the Purchaser, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Meeting, except:

(i) in the case of an adjournment, as required for quorum purposes;

(ii) as required or permitted under Section 4.8.3 [Notice and Cure] or Section 5.4.5 [Superior Proposal Notice];

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

(iv) if at any time following the dissemination of the Circular, the Corporation reasonably determines in good faith that the Required Shareholder Approval is unlikely to be obtained at the Meeting (in which case the meeting shall be adjourned and not cancelled);

(v) if the Board (based upon the recommendation of the Special Committee and with interested directors abstaining) has determined in good faith (after consultation with outside legal counsel) that it is necessary to postpone or adjourn the Meeting in order to give Shareholders sufficient time to evaluate any information or disclosure that the Corporation has sent or otherwise made available to such holders by issuing a press release, filing materials with the Canadian Securities Authorities or otherwise; or

(vi) with the Purchaser's prior written consent;

(c) use commercially reasonable efforts to solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, at the Corporation's option, or if so requested by the Purchaser (in which case, the costs and fees of which shall be at the sole expense of the Purchaser), using dealer and proxy solicitation services firms selected by the Corporation and approved by the Purchaser, acting reasonably, to solicit proxies in favour of the approval of the Arrangement Resolution;

(d) provided that the Purchaser has generally consulted the Corporation in advance and any proxy solicitation efforts are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Corporation, permit the Purchaser to, at the Purchaser's sole expense, solicit, on behalf of the Corporation, proxies in favour of the approval of the Arrangement Resolution and disclose in the Circular that the Purchaser may make such solicitations;

(e) as promptly as reasonably practicable, provide the Purchaser with copies of or access to information regarding the Meeting generated by any dealer or proxy solicitation services firm, as reasonably requested from time to time by the Purchaser;

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(f) give notice to the Purchaser of the Meeting and allow the Purchaser, the Parent and their respective Representatives to attend the Meeting (including by virtual means);

(g) not change the record date for the Shareholders entitled to vote at the Meeting in connection with any adjournment or postponement of the Meeting unless required by Law or the Interim Order, or with the Purchaser's written consent (not to be unreasonably withheld, conditioned or delayed);

(h) promptly advise the Purchaser, at such times as the Purchaser may reasonably request and on a daily basis on each of the last ten (10) Business Days prior to the date of the Meeting, as to the aggregate tally of the proxies received by the Corporation in respect of the Arrangement Resolution;

(i) promptly advise the Purchaser of any written communication or material verbal communication from or claims brought by (or threatened to be brought by) any Person in opposition to the Arrangement, any written notice of dissent, any purported exercise by any Shareholder of Dissent Rights received by the Corporation in relation to the Arrangement Resolution and any withdrawal of Dissent Rights received by the Corporation and, subject to applicable Law, shall (i) cooperate and consult with the Purchaser in advance in connection with any written communications or material verbal communications with any Person or Shareholder in relation to the Arrangement (including providing the Purchaser with an opportunity to review and comment on any written communications sent by or on behalf of the Corporation to such Person) and (ii) provide the Purchaser with an opportunity to participate in any discussions with any such Person or Shareholder;

(j) not, without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed), waive the deadline for the submission of proxies by Shareholders for the Meeting;

(k) notify the Purchaser if the Corporation, after reasonable inquiry, becomes aware of, any beneficial holder of Shares becomes a registered holder of Shares by withdrawing such holder's Shares prior to the Meeting from the book-based system;

(l) not make any payment or settlement offer, or agree to any payment or settlement, prior to the Effective Time with respect to Dissent Rights without the prior written consent of the Purchaser (not to be unreasonably withheld, conditioned or delayed); and

(m) at the request of the Purchaser from time to time, acting reasonably, provide the Purchaser with a list (in electronic form) of (i) the registered Shareholders, together with their addresses and respective holdings of Shares, all as shown on the records of the Corporation as of a date that is not more than five (5) Business Days prior to the date of delivery of such list, and (ii) participants and book-based nominee registrants such as CDS & Co., and non-objecting beneficial owners of Shares, together with their addresses and respective holdings of Shares, all as can be reasonably obtained by the Corporation using the procedures set forth under Securities Laws. The Corporation shall from time to time require that its registrar and transfer agent furnish the Purchaser with such additional information, including updated or additional lists of Shareholders, and lists of securities

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positions and other assistance as the Purchaser may reasonably request in order to be able to communicate with respect to the Arrangement with the Shareholders entitled to vote on the Arrangement Resolution.

2.4 The Circular

2.4.1 Subject to the Purchaser's compliance with Section 2.4.4, the Corporation shall, as promptly as reasonably practicable, prepare and complete, in consultation with the Purchaser, the Circular together with any other documents required by Law in connection with the Meeting and the Arrangement, including obtaining the Financial Advisor Opinion for inclusion in the Circular, and the Corporation shall, subject to the Purchaser's compliance with Section 2.4.4, as promptly as reasonably practicable after obtaining the Interim Order, cause the Circular and such other documents to be filed in all jurisdictions where it is required to be filed and sent to each Shareholder and other Persons as required by the Interim Order and Law, in each case, so as to permit the Meeting to be held by the deadline specified in Section 2.3(a).

2.4.2 On the date thereof, the Corporation shall ensure that the Circular complies in all material respects with the Interim Order and applicable Law and does not contain any misrepresentation (other than with respect to any information, including with respect to the Purchaser, the Parent and their affiliates that is furnished in writing by or on behalf of the Purchaser or the Parent, as applicable, for inclusion in the Circular, including pursuant to Section 2.4.4), and contains sufficient detail to permit the Shareholders to form a reasoned judgment concerning the matters to be placed before them at the Meeting. Without limiting the generality of the foregoing, the Circular must include: (i) a summary and copy of the Financial Advisor Opinion; (ii) a statement that the Special Committee has received the Financial Advisor Opinion and has, after receiving legal and financial advice, unanimously recommended that the Board approve the Arrangement Agreement and that the Shareholders vote in favour of the Arrangement Resolution; (iii) a statement that the Board has unanimously (with interested directors abstaining), after receiving the recommendation of the Special Committee, determined that the Consideration to be received by Shareholders (other than the Rollover Shareholders) is fair, from a financial point of view, to such Shareholders and the Arrangement is in the best interests of the Corporation, and that the Board unanimously recommends (with interested directors abstaining) that the Shareholders vote in favour of the Arrangement Resolution (the "Board Recommendation"); and (iv) a statement that the Supporting Shareholders have entered into Voting Support Agreements, pursuant to which, and subject to the terms and conditions thereof, they intend to vote all of their Shares in favour of the Arrangement Resolution and against any resolutions submitted by any Shareholder that are inconsistent with the Arrangement.

2.4.3 The Corporation shall give the Purchaser and its external legal counsel a reasonable opportunity to review and comment on drafts of the Circular and other related documents prior to printing and filing with any Governmental Entity, and shall give reasonable consideration to any comments made by the Purchaser and its external legal counsel, and agrees that all information relating solely to the Purchaser, the Parent, their respective affiliates, that is furnished in writing by or on behalf of the Purchaser or the Parent for inclusion in the Circular and any information describing the terms of the Arrangement and/or the Plan of Arrangement, must be in a form and content satisfactory to the Purchaser, acting reasonably. The Corporation shall provide the Purchaser or its legal counsel with a final copy of the Circular prior to its mailing to Shareholders.

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2.4.4 The Purchaser and the Parent shall provide, on a timely basis, in writing to the Corporation all information concerning the Purchaser, the Parent and their respective affiliates, that is required by the Interim Order or applicable Law to be included by the Corporation in the Circular or in other related documents, and shall ensure that such information does not contain any misrepresentation.

2.4.5 The Purchaser and the Parent shall indemnify and save harmless the Corporation and its Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Corporation or any of its Representatives may be subject or which the Corporation or any of its Representatives may suffer as a result of, or arising from, any misrepresentation contained in any information included in the Circular that was furnished by the Purchaser, the Parent or their respective affiliates and their respective Representatives acting on their behalf for inclusion in the Circular.

2.4.6 The Corporation shall indemnify and save harmless the Purchaser, the Parent and their respective Representatives from and against any and all liabilities, claims, demands, losses, costs, damages and expenses to which the Purchaser, the Parent or any of their respective Representatives may be subject or which the Purchaser, the Parent or any of their respective Representatives may suffer as a result of, or arising from, any misrepresentation contained in any information included in the Circular, other than any information that was furnished by the Purchaser, the Parent, their respective affiliates and their respective Representatives acting on their behalf for inclusion in the Circular.

2.4.7 Each Party shall promptly notify the other Party if it becomes aware that the Circular contains any misrepresentation or otherwise requires an amendment or supplement and promptly deliver written notice to the other Party setting out full particulars thereof. In any such event, the Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Corporation shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Entity as required.

2.4.8 The Corporation shall, as promptly as reasonably practicable:

(a) notify the Purchaser upon the receipt of any correspondence with respect to the Circular, the Meeting or the Arrangement, whether written or oral, from any Securities Authority or the staff of a Securities Authority or any request from any Securities Authority or the staff of a Securities Authority for information related to the Circular, the Meeting or the Arrangement or amendments or supplements to the Circular; and

(b) provide the Purchaser with copies of all correspondence between the Corporation and its Representatives, on the one hand, and any Securities Authority or the staff of a Securities Authority, on the other hand with respect to such correspondence.

2.4.9 The Corporation shall, as promptly as reasonably practicable, respond to any correspondence with respect to the Circular, the Meeting or the Arrangement from any Securities Authority or the staff of a Securities Authority and shall give the Purchaser and its legal counsel a reasonable opportunity to review and comment on any such response prior to submitting it to any Securities Authority or the staff of a Securities

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Authority and shall give reasonable consideration to any comments made thereon by the Purchaser and its legal counsel.

2.5 Final Order

If the Interim Order is obtained and the Arrangement Resolution is passed at the Meeting as provided for in the Interim Order, the Corporation 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 192 of the CBCA promptly, and in any event, but subject to scheduling availability of the Court, no later than the fifth (5th) Business Day after the Arrangement Resolution is passed.

2.6 Court Proceedings

Subject to the terms of this Agreement, the Purchaser shall cooperate with, assist and consent to the Corporation seeking the Interim Order and the Final Order, including by providing to the Corporation, on a timely basis, any information regarding the Purchaser, the Parent or their respective affiliates as required in connection therewith. In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, the Corporation shall:

2.6.1 diligently pursue all Court proceedings to obtain the Interim Order and the Final Order;

2.6.2 provide the Purchaser and its external legal counsel with a reasonable opportunity to review and comment upon drafts of all materials to be filed with, or submitted to, the Court, the OSC or any other Securities Authority in connection with the Arrangement, including drafts of the Interim Order and Final Order, and give reasonable consideration to all comments of the Purchaser and its legal counsel provided, however, that the Corporation agrees that all information relating solely to the Purchaser and its affiliates included in all such materials must be in a form and content satisfactory to the Purchaser, acting reasonably;

2.6.3 provide external legal counsel to the Purchaser on a timely basis with copies of any notice of appearance, evidence or other documents served on the Corporation or its external legal counsel in respect of the motion for the Interim Order or the application 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;

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

2.6.5 not, unless required to do so under Law, file any materials with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend any materials 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 that the Purchaser nor the Parent is required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases the Purchaser's or the Parent's obligations, or diminishes or limits the Purchaser's or the Parent's rights, set forth in any such filed or served materials or under this Agreement or the Arrangement;

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2.6.6 oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement;

2.6.7 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 consultation and cooperation with, the Purchaser; and

2.6.8 not object to legal counsel to the Purchaser making such submissions on the hearing of the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided the Purchaser advises the Corporation of the nature of any such written submissions, and, if practicable, oral submissions, reasonably in advance of, and in any event not less than two (2) Business Days prior to, the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement, and if at any time after the issuance of the Final Order and prior to the Effective Date, the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

2.7 Incentive Plans

2.7.1 Each Corporation Option shall be treated in accordance with the Plan of Arrangement without notice to, or the consent or approval of, the holders.

2.7.2 The Corporation will pay to the holders of Corporation Options, through the payroll systems of the Corporation, all amounts required to be paid to the holders of Corporation Options in accordance with the Plan of Arrangement, less any Tax withholding required under applicable Law in respect of such Corporation Options.

2.7.3 The Parties acknowledge that no deduction will be claimed in computing the taxable income under the Tax Act of the Corporation or any Person not dealing at arm's length (within the meaning of the Tax Act) with the Corporation in respect of any payment made pursuant to the Plan of Arrangement in respect of a Corporation Option to a holder of Corporation Options who is a resident of Canada or who is employed in Canada for purposes of the Tax Act to the extent that the deduction under paragraph 110(1)(d) of the Tax Act (or any analogous Canadian provincial or territorial tax law) would otherwise be available to such holder of Corporation Options, and the Corporation and each applicable Person not dealing at arm's length (within the meaning of the Tax Act) with the Corporation shall: (i) where applicable, make an election pursuant to subsection 110(1.1) of the Tax Act (and any analogous Canadian provincial or territorial tax law) in respect of the cash payments made in exchange for the surrender or termination of such Corporation Options; and (ii) provide evidence in writing of such election as contemplated by the Tax Act.

2.8 Articles of Arrangement and Effective Date

2.8.1 The Articles of Arrangement shall implement the Plan of Arrangement. The Articles of Arrangement shall include the form of the Plan of Arrangement attached to this Agreement as Schedule A and any amendments or variations thereto made in accordance with the terms of this Agreement or made at the direction of the Court in the Final Order with the consent of the Corporation and the Purchaser, each acting reasonably.

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2.8.2 The Arrangement shall become effective on the date upon which the Corporation and the Purchaser agree in writing as the Effective Date and, in any event, not later than the date that is five (5) business days following the date on which all the conditions set forth in Article 6 have been satisfied or waived in accordance with the terms of this Agreement and the Plan of Arrangement (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where permitted, waiver of those conditions as of the Effective Date) unless another date or time is agreed to in writing by the Parties. The Corporation shall file the Articles of Arrangement with the Director on the Effective Date.

2.8.3 From and after the Effective Time, the Plan of Arrangement shall have all of the effects provided by applicable Law, including the CBCA. The closing of the Arrangement will take place on the Effective Date via electronic document exchange (by email or other electronic means) unless otherwise agreed upon by the Parties.

2.9 Payment of Consideration and Other Amounts

2.9.1 The Purchaser shall, by no later than three (3) Business Days prior to the Effective Date (and in any event prior to the filing by the Corporation of the Articles of Arrangement with the Director), transfer or cause to be transferred: (i) to the Depositary, sufficient funds to be held in escrow (the terms and conditions of such escrow to be satisfactory to the Corporation, the Depositary and the Purchaser, each acting reasonably) in order to satisfy the aggregate Consideration payable by the Purchaser on the Effective Date under the Plan of Arrangement excluding (a) any such payment in respect of Shares for which Dissent Rights have been validly exercised and not withdrawn and (b) any payment in respect of Rollover Shares and (ii) if requested by the Corporation, to the Corporation, as a non-interest bearing loan to the Corporation, sufficient funds to pay the aggregate amount payable by the Corporation to holders of Corporation Options for the cancellation of all outstanding Corporation Options in accordance with the Plan of Arrangement (including, for greater certainty, any Taxes required under Law to be withheld and remitted in respect thereof, which shall reduce the amounts to be paid to such holders).

2.9.2 At, or as soon as reasonably practicable after, the Effective Time, including, if determined to be advisable by the Purchaser or the Corporation, by running a special payroll on the Effective Date, but in no event after the Corporation's next regular payroll date following the Effective Date, the Corporation shall, and the Purchaser shall cause the Corporation to, deliver to each former holder of Corporation Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Corporation Options, through the payroll or equity plan management systems of the Corporation and its Subsidiaries and in a manner consistent with how such individuals otherwise receive payments from the Corporation, the Incentive Plan and applicable Option Agreements (or in such other manner as the Corporation and the Purchaser may agree with respect to the timing and manner of such delivery that is consistent with the Incentive Plan and applicable Option Agreements, but in any event in readily available funds), the payment, if any, which such holder of Corporation Options has the right to receive under the Plan of Arrangement for such Corporation Options, less any Tax withholding required under applicable Law, in respect of such Corporation Options. The Corporation shall remit any Taxes withheld under applicable Law and any other payroll Taxes payable, in each case, in respect of such Corporation Options within the time limit permitted by applicable Laws, the Incentive Plan and applicable Option Agreements.

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2.10 Withholding Rights

Each of the Corporation, the Purchaser, the Depositary and any Person that makes a payment in connection with this Agreement or the Plan of Arrangement, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person in connection with this Agreement or the Plan of Arrangement, such amounts as it is required, entitled or permitted to deduct and withhold (as determined in the good faith discretion of the relevant withholding agent) with respect to such payment under the Tax Act or any provision of any other Law in respect of Taxes and shall remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

2.11 Guarantee

The Parent hereby, subject to and in accordance with applicable Law, unconditionally and irrevocably guarantees in favour of the Corporation the due and punctual payment and performance by the Purchaser of the Purchaser's obligations hereunder. The obligations and liabilities of the Parent hereunder shall be absolute and unconditional: (i) irrespective of any amendment, release, discharge or waiver of, or any consent to departure from or any extension of time, indulgence, compromise or dealing in respect of any of the guaranteed liabilities or obligations; and (ii) irrespective of any amalgamation, merger or reorganization of the Parent or Purchaser, including any such reorganization occurring by means of the insolvency or bankruptcy of the Purchaser. The guarantee herein provided is an absolute, unconditional, continuing guarantee of payment and performance and not of collectability, is in no way conditioned upon any attempt to collect from the Purchaser or upon any other event or contingency and shall be binding upon and enforceable against the Parent without regard to the genuineness, regularity, validity, legality or enforceability of this Agreement or of any term hereof or the lack of power or authority of any Party to enter into the same. The guarantee herein provided shall survive in full force and effect until all such obligations guaranteed by this Section 2.11 have been performed (and, if applicable, paid) in accordance with the terms of this Agreement. The Parent hereby agrees that the Corporation shall not have to proceed first against the Purchaser in respect of any such matter before exercising its rights under this guarantee against the Parent and the Parent agrees to be liable for all guaranteed obligations as if it were the principal obligor of such obligations. The Parent hereby unconditionally and irrevocably waives any right to revoke the guarantee given in this Section 2.11 and acknowledges that such guarantee is continuing in nature and applies to all presently existing and future obligations of the Purchaser under this Agreement.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Corporation

3.1.1 Except as disclosed in the Disclosure Letter or the Corporation Filings (excluding any language and any disclosures set forth in any "risk factor" section or market risk section and any section relating to forward looking statements) prior to the date thereof, the Corporation hereby represents and warrants to the Purchaser and the Parent as set forth in Schedule C and acknowledges and agrees that the Purchaser and the Parent are relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

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3.1.2 Except for the representations and warranties set forth in this Agreement, neither the Corporation nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Corporation. In particular, without limiting the foregoing disclaimer, except for the representations and warranties made by the Corporation in this Agreement, as set forth in Schedule C, neither the Corporation nor any other Person makes or has made any representation or warranty to the Purchaser, the Parent, their respective affiliates or any of its or their Representatives, with respect to (i) any financial projection, forecast, estimate, budget, or prospective information relating to the Corporation or any of its Subsidiaries or their respective businesses or operations or (ii) any oral or written information furnished or made available to the Purchaser, the Parent, their respective affiliates or any of its or their Representatives in the course of their due diligence investigation of the Corporation or any of its Subsidiaries, the negotiation of this Agreement or the consummation of the Arrangement and the other transactions contemplated by this Agreement, including the accuracy, completeness or correctness thereof, and neither the Corporation nor any other Person will have liability to the Purchaser, the Parent, their respective affiliates or any of its or their Representatives or any other Person in respect of such information, including any subsequent use of such information.

3.1.3 The representations and warranties of the Corporation 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.

3.2 Representations and Warranties of the Purchaser and the Parent

3.2.1 The Purchaser and the Parent hereby jointly and severally represent and warrant to the Corporation as set forth in Schedule D and acknowledge and agree that the Corporation is relying upon such representations and warranties in connection with the entering into of this Agreement and the consummation of the Arrangement.

3.2.2 Except for the representations and warranties set forth in this Agreement, none of the Purchaser, the Parent nor any other Person has made, or makes any other, express or implied representation and warranty, either written or oral, on behalf of the Purchaser or the Parent.

3.2.3 The representations and warranties of the Purchaser and the Parent 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

4.1 Conduct of Business of the Corporation

4.1.1 The Corporation 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, the Corporation shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course in all material respects and use commercially reasonable efforts to maintain and preserve intact, in all material respects, the current business organization, goodwill and assets of the Corporation and its Subsidiaries (taken as a whole) and relationships with the Corporation Service

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Providers (as a group), except, in each case, (a) as expressly required, permitted or contemplated by this Agreement or the Plan of Arrangement, (b) as required by Law or any order or directive of a Governmental Entity, (c) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, delayed or conditioned), or (d) as set out in Section 4.1.1 of the Disclosure Letter (clauses (a) to (d) collectively, the "Specified Exemptions").

4.1.2 Without limiting the generality of the foregoing, the Corporation 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 pursuant to the Specified Exemptions, the Corporation shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) amend its Constating Documents;

(b) split, combine, subdivide or reclassify any shares or declare, set aside or pay any dividend or other distribution or make any payment (whether in cash, stock or property or any combination thereof), in respect of securities of the Corporation or any Subsidiary owned by any Person or the securities of any Subsidiary of the Corporation other than, in the case of any Subsidiary wholly-owned by the Corporation, any dividends, distributions or payments payable to the Corporation or any other wholly-owned Subsidiary of the Corporation;

(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire, any of its securities other than in connection with the settlement of any Corporation Options;

(d) adopt a plan of liquidation or resolution providing for its liquidation or dissolution or complete any liquidation or dissolution;

(e) enter into, or resolve to enter into, any agreement that has the effect of creating a joint venture, partnership, shareholders' agreement or similar relationship between the Corporation or any of its Subsidiaries, on the one hand, and another Person that is not the Corporation or any of its Subsidiaries, on the other hand;

(f) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance or create any derivative interest in, any securities of the Corporation or its Subsidiaries or other equity or voting interests, or any call rights, puts, options, warrants, convertible securities, subscription rights, conversion rights, exchange rights, or similar rights exercisable or exchangeable for or convertible into, or otherwise evidencing a right to acquire such securities or other equity or voting interests, or any stock or equity appreciation rights, restricted stock, pre-emptive rights, phantom equity awards or any rights that are linked to the price or the value of the Shares or any other securities of the Corporation or its Subsidiaries;

(g) reorganize, merge, restructure, consolidate, combine or amalgamate with any Person;

(h) reduce the stated capital of any shares in the capital of the Corporation;

(i) sell, pledge, hypothecate, lease, license, sell and lease back, mortgage, dispose of, lose the right to use, surrender or encumber (other than in respect of Permitted

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Liens) or otherwise transfer or dispose of, directly or indirectly, any of its assets, securities, properties, interests or businesses, except in the Ordinary Course and except for transaction consideration of not more than $5 million in the aggregate for all transactions hereunder;

(j) other than in the Ordinary Course, (i) sell, assign, transfer, abandon, lease, pledge, permit to lapse or expire, license or sublicense, subject to any Lien (other than Permitted Liens), or otherwise dispose of any Intellectual Property material to the business as currently conducted, other than the expiration of any Corporation Registered Intellectual Property at the end of its maximum statutory term; (ii) disclose any trade secrets or other confidential information material to the operation of the Corporation, other than pursuant to a written confidentiality and non-disclosure agreement entered into in the Ordinary Course with reasonable protections of, and preserving all rights of the Corporation and its Subsidiaries in such trade secrets or confidential information; or (iii) deliver, license or make available any source code, except under a source code escrow agreement;

(k) create or incur any Lien (other than Permitted Liens) on any properties and/or assets of the Corporation or any of its Subsidiaries;

(l) commence, cancel, waive, release, assign, settle, satisfy, pay or compromise any claim (other than insured claims), charge or right, litigation, action, arbitration proceeding, audit or investigation (including with any Governmental Entity): (i) relating to the assets or the business of the Corporation or any of its Subsidiaries, in excess of an aggregate amount of $5 million, after deduction of any amounts paid or payable to the Corporation or that are otherwise recoverable under any insurance policy of the Corporation, or which would reasonably be expected to impede, prevent or materially delay the consummation of the transactions contemplated by this Agreement, or (ii) brought by any present, former or purported holder of securities of the Corporation or any of its Subsidiaries, in each case, in their capacities as such, with respect to the transactions contemplated by this Agreement or the Plan of Arrangement;

(m) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person (other than in respect of a liability or obligation incurred by a Subsidiary of the Corporation, provided that the incurrence of such liability or obligation by such Subsidiary does not constitute a breach of this Agreement);

(n) make any material change in the Corporation's methods of accounting, except as required by applicable Law, pursuant to written instructions, comments or orders of a Securities Authority or as required or permitted by IFRS;

(o) other than in the Ordinary Course or except as required by Law (i) grant, accelerate the vesting or payment of, materially increase, decrease or otherwise amend any compensation, payment, award, remuneration or other benefit payable to, or for the benefit of any Corporation Service Provider whose annual base cash compensation exceeds $200,000 or pay or agree to pay any compensation or benefit not required by any existing Employee Plan; (ii) make any material incentive, bonus or profit sharing distribution or similar payment of any kind to any Corporation Service Provider, other than as required by an Employee Plan that has been disclosed to the Purchaser; (iii) hire, engage, furlough, temporarily lay off or terminate (other than for cause) the employment or service of any

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Corporation Service Providers whose annual base cash compensation is in excess of $200,000; (iv) grant any new rights of indemnification, retention, severance, change of control, material bonus or termination pay to, or enter into any new employment agreement, indemnity agreement, deferred compensation or bonus compensation agreement (or amend such existing agreement) with, any existing executive officer of the Corporation; (v) implement or announce any employee layoffs, furloughs, reductions-in-force, plant closings, material reductions in compensation or other similar actions, in each case, affecting 10 or more employees; or (vi) take or propose any action to effect any of the foregoing;

(p) except as required by Law: (i) adopt, establish, commence participation in or enter into any Employee Plan, including any plan, program, policy, agreement or arrangement that would be an Employee Plan if in effect on the date hereof, or modify, amend or terminate any Employee Plan other than modifications, amendments or terminations in the Ordinary Course that are not material to the Corporation and its Subsidiaries taken as a whole; (ii) make any loan to any Corporation Service Provider (except for "routine indebtedness" as defined under applicable Securities Laws); (iii) intentionally waive or release any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement or other restrictive covenant obligation of any current or former Corporation Service Provider; or (iv) take or propose any action to effect any of the foregoing;

(q) other than in the Ordinary Course in respect of Material Contracts that are not Related Party Contracts, amend or modify in any material respect, or terminate or waive any material right under, any Material Contract, or enter into any Contract that would be a Material Contract if in effect on the date hereof, or fail to use commercially reasonable efforts to enforce any breach of any Material Contract of which the Corporation has knowledge, or breach or violate or be in default under any Material Contract;

(r) enter into any Contract that would result in the payment by the Corporation or any of its Subsidiaries of a finder's fee, success fee or other similar fee in connection with the Arrangement or transactions contemplated by the Arrangement, provided that the foregoing shall not prohibit the Corporation from entering into an agreement with any dealer and proxy solicitation services firm for purposes of soliciting proxies in connection with the Arrangement as contemplated by Section 2.3(b)(i);

(s) make, revoke or amend any material Tax election or designation except in the Ordinary Course, settle or compromise any Tax claim, assessment, reassessment or liability, amend any Tax Return in any material respect, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter excluding extensions of time to file Tax Returns in the Ordinary Course, amend or change in any respect any of its methods of reporting income, deductions or accounting for income or other Tax purposes, or file any Tax Return in a manner inconsistent with past practice;

(t) recognize or certify any labour union, labour organization, works council, or group of employees as the bargaining representative for any employees of the Corporation or any of its Subsidiaries;

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(u) except as contemplated in Section 4.9 or in the Ordinary Course, amend, modify or terminate any material insurance (or material re-insurance) policy of the Corporation or any of its Subsidiaries in effect on the date of this Agreement, unless simultaneously with any such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policy for substantially similar premiums (other than any increase in premiums to reflect changes in prevailing market rates made available by insurance providers) are in full force and effect;

(v) take any action or fail to take any action which action or failure to act would, or would reasonably be expected to, result in the 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 material to the Corporation and its Subsidiaries taken as a whole;

(w) other than in the Ordinary Course, waive, release, abandon, let lapse, grant or transfer any material right under, or amend, modify or change in any material respect, any existing material license or right to use the Intellectual Property of a third party other than the expiration of any contract relating to the foregoing;

(x) make any capital expenditure which individually exceeds $250,000 or in the aggregate exceeds $2 million, other than in accordance with a capital expenditure budget approved by the Board; or

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

Nothing contained in this Agreement will give the Purchaser or the Parent, directly or indirectly, the right to direct, control or materially influence the Corporation's business and operations prior to the Effective Date. Prior to the Effective Date, the Corporation will exercise, consistent with the terms of this Agreement, complete control and supervision over its business and operations. Nothing in this Section 4.1.2, including any of the restrictions set forth herein, will be interpreted in such a way as to place any Party in violation of applicable Law.

4.2 Covenants of the Corporation Regarding the Arrangement.

4.2.1 The Corporation shall, and shall cause its Subsidiaries to, perform all obligations required to be performed by it or its Subsidiaries under this Agreement, cooperate with the Purchaser and the Parent in connection therewith, and shall use its commercially reasonable efforts to perform all such other actions as may be necessary or advisable in order to consummate or make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, the Corporation shall, and shall cause its Subsidiaries to (other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4 and subject to the other terms and conditions of this Agreement):

(a) use its commercially reasonable efforts to satisfy all conditions precedent set forth in Section 6.1 and Section 6.2 and carry out the terms of 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;

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(b) use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) required in order to maintain any Material Contract in full force and effect following completion of the Arrangement or (ii) otherwise reasonably requested by the Purchaser in connection with the transactions contemplated by this Agreement, in each case, on terms that are satisfactory to the Purchaser, acting reasonably and without paying, and without committing itself, the Purchaser or the Parent to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(c) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Corporation and its Subsidiaries relating to the Arrangement (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(d) use its commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it or any of its Subsidiaries is a party or brought against it or any of its Subsidiaries or any of their directors or officers challenging the Arrangement or this Agreement (it being expressly agreed by the Purchaser that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(e) use its commercially reasonable efforts not to take any action, to refrain from taking any action, or not permit any action to be taken or not taken, which is inconsistent with this Agreement or the Arrangement 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, other than as permitted under this Agreement; and

(f) use its commercially reasonable efforts to obtain resignations from each of the directors of the Corporation and its Subsidiaries, effective as at the Effective Time (in each case, to the extent requested by the Purchaser), in exchange for customary mutual releases in favour of the Corporation and its Subsidiaries (in a form satisfactory to the Parties, acting reasonably), and causing them to be replaced by Persons nominated by the Purchaser effective as at the Effective Time.

4.2.2 The Corporation shall promptly notify the Purchaser of:

(a) any Material Adverse Effect;

(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or

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confirmation) of such Person is required in connection with this Agreement or the Arrangement;

(c) unless prohibited by Law, any notice or other communication from any Governmental Entity (other than in connection with the Regulatory Approvals, which shall be governed by the provisions of Section 4.4) in connection with this Agreement or the transactions contemplated by this Agreement; and

(d) any actions, claims, suits, audits, investigations, arbitrations or other proceedings commenced or, to the knowledge of the Corporation, threatened against the Corporation or its Subsidiaries or affecting their assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to paragraph 16 of Schedule C or that relate to this Agreement or the Arrangement (provided that, matters relating to the Regulatory Approvals shall be governed by Section 4.4).

4.3 Covenants of the Purchaser and the Parent Regarding the Arrangement

4.3.1 Each of the Purchaser and the Parent shall perform all obligations required to be performed by it under this Agreement, cooperate with the Corporation in connection therewith, and shall use their commercially reasonable efforts to perform all such other actions as may be necessary or advisable in order to consummate and make effective, as soon as reasonably practicable, the Arrangement and, without limiting the generality of the foregoing, each of the Purchaser and the Parent shall (other than in connection with obtaining the Regulatory Approvals, which shall be governed by the provisions of Section 4.4):

(a) use its commercially reasonable efforts to satisfy the conditions precedent set forth in Section 6.1 and Section 6.3 and carry out the terms of the Interim Order and Final Order applicable to them and comply promptly with all requirements imposed by Law on it with respect to this Agreement or the Arrangement;

(b) co-operate with the Corporation in connection with, and use its commercially reasonable efforts to provide, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are (i) necessary or required under any Material Contracts in order to maintain the Material Contracts in full force and effect following completion of the Arrangement or (ii) otherwise reasonably requested by the Corporation in connection with the transactions contemplated by this Agreement, in each case, on terms that are satisfactory to the Purchaser, acting reasonably and without paying, and without committing the Purchaser, the Parent or the Corporation to pay, any consideration or incurring any liability or obligation that is not conditioned on consummation of the Arrangement (it being expressly agreed by the Corporation that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(c) use its commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from them relating to the Arrangement or the transactions contemplated by this Agreement (it being expressly agreed by the Corporation that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a

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condition to the closing of the Arrangement, except to the extent provided for in Article 6);

(d) use its commercially reasonable efforts, upon reasonable consultation with the Corporation, to oppose, lift or rescind any injunction, restraining or other order, decree, judgment or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which they are a party to or brought against them or their respective directors or officers and challenging the Arrangement or this Agreement (it being expressly agreed by the Corporation that no such consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation shall be a condition to the closing of the Arrangement, except to the extent provided for in Article 6); and

4.3.2 The Purchaser shall promptly notify the Corporation of:

(a) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;

(b) unless prohibited by Law, any notice or other communication from any Governmental Entity (other than in connection with the Regulatory Approvals, which shall be governed by the provisions of Section 4.4) in connection with this Agreement or the transactions contemplated by this Agreement; and

(c) any actions, claims, suits, audits, investigations, arbitrations or other proceedings commenced or, to the knowledge of the Purchaser or the Parent, threatened against the Purchaser or the Parent or affecting their respective assets that relate to this Agreement or the Arrangement, in each case to the extent that such action, claim, suit, audit, investigation, arbitration or proceeding would reasonably be expected to impair, impede, materially delay or prevent the Purchaser or the Parent from performing their obligations under this Agreement (provided that, matters relating to the Required Regulatory Approvals shall be governed by Section 4.4).

4.3.3 The Purchaser and the Parent shall as promptly as reasonably practicable notify the Special Committee in writing upon receipt of any written communication or material verbal communication from any Person that could reasonably result in an Acquisition Proposal and shall provide reasonable details thereof, including the identity of such Person and the substance of such communication. The Purchaser and the Parent shall not engage in substantive discussions with any Person concerning any such matters without the prior written approval of the Special Committee.

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4.4 Regulatory Approvals

4.4.1 Each Party shall use its commercially reasonable efforts to obtain, or cause to be obtained, as promptly as possible, all Regulatory Approvals that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations under this Agreement. Each Party shall cooperate with the other Party and its affiliates in promptly seeking to obtain all such consents or Authorizations, including the Regulatory Approvals, from such Governmental Entities. Without limiting the generality of the foregoing:

(a) in the case of the Competition Act Approval, as promptly as practicable, and in any event no later than ten (10) Business Days after the date hereof, (i) the Purchaser shall file with the Commissioner a submission in support of a request for an Advance Ruling Certificate or a No Action Letter (the “ARC Request”). If the Parties receive written confirmation from the Commissioner that the appropriate complexity designation of the transactions contemplated by this Agreement pursuant to the Competition Bureau Fees and Services Standards Handbook for Mergers and Merger-Related Matters is "complex", the Purchaser and the Corporation will file merger notifications under Part IX of the Competition Act within ten (10) days after such written confirmation, unless the Purchaser and Corporation mutually agree that such notifications should not be filed or should be filed on a different date.

(b) in the case of the CT Act Approval, as promptly as practicable, and in any event within ten (10) Business Days after the date of this Agreement, the Purchaser shall give notice to the federal Minister of Transport pursuant to Section 53.1 of the CT Act, which shall consist of a copy of the ARC Request and a submission that the transactions contemplated by this Agreement do not raise issues with respect to the public interest as it relates to national transportation;

(c) in the case of any other Regulatory Approvals, each of the Parties shall make all required notifications, applications or filings as promptly as practicable.

4.4.2 The Parties shall cooperate and coordinate with one another in connection with obtaining the Regulatory Approvals, including by providing or submitting as promptly as practicable all submissions, documentation and information that are required or advisable in connection with obtaining the Regulatory Approvals. Without limiting the generality of the foregoing:

(a) no Party shall extend or consent to any extension of any applicable waiting or review period beyond the Outside Date or enter into any agreement with a Governmental Entity not to consummate the transactions contemplated by this Agreement until a time that is later than the Outside Date, except upon the prior written consent of the other Party (which consent can be withheld by the other Party for any reason);

(b) with respect to any information request from a Governmental Entity in connection with the Required Regulatory Approvals, the Party or Parties receiving the request shall, and shall cause their Affiliates to, use their commercially reasonable efforts to respond to such information request as promptly as is practicable.

4.4.3 The Parties shall cooperate with and keep one another fully informed as to the status of and the processes and proceedings relating to obtaining the Regulatory Approvals,

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and shall promptly notify each other of any communication from and meetings with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby.

4.4.4
The Parties shall exchange advance drafts of all submissions, material correspondence (including emails), filings, notifications, presentations, applications, or other material documents made or submitted to or filed with any Governmental Entity in respect of the transactions contemplated by this Agreement, and will consider in good faith any suggestions made by the other Parties and their counsel and will provide the other Parties and their counsel with final copies of all such material submissions, correspondence (including emails), filings, notifications, presentations, applications, and other material documents, and all pre-existing business records or other documents, submitted to or filed with any Governmental Entity in respect of the Arrangement, this Agreement or the transactions contemplated hereby.

4.4.5
Notwithstanding any provision in this Agreement, where a Party (in this Section 4.4 only, a "Disclosing Party") is required under this Section 4.4 to provide information to the other Party (in this Section 4.4 only, a "Receiving Party") that the Disclosing Party deems to be competitively sensitive information, the Disclosing Party may restrict the provision of such competitively sensitive information only to external legal counsel of the Receiving Party on the basis that such information will not be shared by the Receiving Party's external legal counsel with any other Person except for the Commissioner or any representatives of the Competition Bureau, if required, provided that the Disclosing Party also provides the Receiving Party a redacted version of any such filing, submissions, correspondence or communications (including responses to requests for information and inquiries from the Commissioner or any representatives of the Competition Bureau) which does not contain any such competitively sensitive information.

4.4.6
No Party shall participate in any substantive meeting, communication or discussion with any Governmental Entity in respect of the transactions contemplated by this Agreement without giving the other (or its external counsel) prior notice of such substantive meeting, telephone call, negotiation or discussion and, to the extent permitted by such Governmental Entity, the opportunity to attend and participate.

4.4.7
In the event that the federal Minister of Transport does not give notice under section 53.1(4) of the CT Act, then the Purchaser shall propose, offer, negotiate, commit to, agree to and effect any such commercially reasonable undertakings, commitments, or terms and conditions as may be required to obtain the CT Act Approval, so as to allow the Effective Time to occur on or prior to the Outside Date.

4.4.8
The Purchaser and the Corporation shall not, and shall cause their affiliates to not, enter into any merger, acquisition, joint venture or other transaction that would reasonably be expected to prevent, materially delay or otherwise impede the obtaining of, or increase the risk of not obtaining, any Regulatory Approval or otherwise prevent, materially delay or otherwise impede the consummation of the transactions contemplated by this Agreement.

4.4.9
The Purchaser shall be solely responsible for the payment of all filing fees and applicable Taxes payable in respect of any application, notification or other filing pursuant to this Section 4.4.

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4.5 Access to Information; Confidentiality

4.5.1 From the date hereof until the earlier of the Effective Time and the termination of this Agreement, subject to Law and the terms of any existing Contract: (a) the Corporation shall, and shall cause its Subsidiaries to give to the Purchaser, the Parent and their respective Representatives, upon reasonable notice and during normal business hours, reasonable access to its and its Subsidiaries' Books and Records, premises, management personnel, Contracts and financial and operating data or other information with respect to the assets or business of the Corporation or its Subsidiaries as the Purchaser, the Parent or their respective Representatives may from time to time reasonably request in connection with strategic and integration planning, so long as the access does not unduly interfere with the conduct of the business of the Corporation or its Subsidiaries, provided that, notwithstanding the foregoing, the Corporation may redact the names of any clients or customers prior to providing such books and records to the Purchaser or the Parent; and (b) without limiting the generality of the foregoing, the Corporation shall use its commercially reasonable efforts, upon the Purchaser's or the Parent's reasonable request, to facilitate discussions during normal business hours among the Corporation, the Purchaser and/or the Parent and any third party from whom consent may be required in connection with the Arrangement.

4.5.2 This Section 4.5 shall not require the Corporation or its Subsidiaries to permit any access, or to disclose any information that in the reasonable good faith judgment of the Corporation, after consultation with external legal counsel, is likely to result in the breach of any Contract, any violation of any Law, cause any privilege (including solicitor-client privilege) that the Corporation or its Subsidiaries would be entitled to assert to be undermined with respect to such information, is commercially sensitive information, or relates to trade secrets, provided that, the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably (in the good faith belief of such disclosing Party, after consultation with counsel) be managed through the use of customary "clean-room" arrangements.

4.5.3 The Purchaser and the Parent acknowledge that all information furnished to the Purchaser, the Parent or their respective Representatives in connection with the transactions contemplated by this Agreement or pursuant to the terms of this Agreement is subject to the terms of the Confidentiality Agreement. Without limiting the generality of the foregoing, the Purchaser and the Parent acknowledge and agree that the Disclosure Letter and all information contained in it is confidential and is subject to the terms of the Confidentiality Agreement.

4.6 Privacy Matters

4.6.1 For the purposes of this Section 4.6, "Transaction Personal Information" means the Personal Information transferred, disclosed or conveyed to Purchaser or any of its representatives or agents (a "Recipient") by or on behalf of the Corporation (a "Transferor") as a result of or in conjunction with the Arrangement, and includes all such Personal Information transferred, disclosed or conveyed to the Recipient prior to the execution of this Agreement.

4.6.2 Purchaser acknowledges and confirms on behalf of itself and its other Recipients that it will take measures to ensure that the transfer, disclosure, communication or conveyance of Transaction Personal Information is limited to what is necessary for the purposes of determining if the Parties shall proceed with the Arrangement and, if the

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determination is made to proceed with the Arrangement and complete the Arrangement. Purchaser and Corporation each acknowledges and confirms that it will take measures to ensure that its use of Transaction Personal Information prior to the completion of the Arrangement is necessary to carry on the business or another activity that was the objection of the Arrangement.

4.6.3 In addition to its other obligations hereunder, the Purchaser covenants and agrees to, prior to the completion of the Arrangement:

(a) collect, use and disclose the Transaction Personal Information solely for the purposes relating to the Arrangement, including reviewing, determining whether to proceed with and completing the Arrangement;

(b) where required by applicable Law (including Privacy Laws), not communicate or use Transaction Personal Information without the consent of the individual concerned, unless authorized to do so by applicable Law;

(c) protect and safeguard the Transaction Personal Information using security safeguards appropriate to the sensitivity of the Transaction Personal Information in accordance with applicable Privacy Laws; and

(d) within a reasonable time, return to the Transferor or destroy the Transaction Personal Information, at the option of the Recipient, should the Arrangement not be completed or as otherwise required by Law.

4.6.4 Should the Arrangement be completed, in addition to its other obligations hereunder, the Purchaser and the Corporation each covenants and agrees to, following the completion of the Arrangement:

(a) use and disclose the Transaction Personal Information solely for the purposes for which the Transaction Personal Information was collected, permitted to be used or disclosed before the Arrangement was completed, unless such Party obtains consent and/or is otherwise permitted to do so, in each case, in accordance with applicable Law (including Privacy Laws), to use or disclose the Transaction Personal Information for other purposes, or the use or disclosure of the Transaction Personal Information is otherwise required or permitted by applicable Law;

(b) protect the Transaction Personal Information by security safeguards appropriate to its sensitivity in accordance with applicable Privacy Laws;

(c) give effect to withdrawals of consent to collect, use or disclose the Transaction Personal Information, subject to and in accordance with applicable Law; and

(d) where required by applicable Law, within a reasonable time after the Arrangement is completed, Purchaser shall notify the individuals to whom the Transaction Personal Information pertains that the Arrangement has been completed and that their personal information has been disclosed to and is now held by the Purchaser because of the Arrangement.

4.7 Public Communications

4.7.1 The Corporation shall publicly announce the transactions contemplated hereby promptly following the execution of this Agreement by the Parties, the text and timing

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of the announcement to be approved by each Party in advance, acting reasonably. The Parties shall co-operate in the preparation of presentations, if any, to Securityholders regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement, filing or disclosure with respect to this Agreement or the Arrangement without the written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that consent via e-mail is sufficient), and the Corporation must not make any filing with any Governmental Entity (other than as contemplated in Section 2.2, Section 2.4, Section 2.6, Section 4.2, Section 4.2.2(d) or Section 4.4 or as required by Law) with respect to this Agreement or the Arrangement without the written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed (it being acknowledged and agreed that consent via e-mail is sufficient); provided that the foregoing shall be subject to each Party's overriding obligation to make disclosure in accordance with applicable Law, and if such disclosure is required and, in the case of the Purchaser or the Parent, the Corporation has not reviewed or commented on such disclosure, or in the case of the Corporation, the Purchaser and the Parent has not reviewed or commented on such disclosure, the other Party or Parties (as applicable) or such affiliate making such disclosure, shall use commercially reasonable efforts to give prior oral or written notice to the other Party or Parties (as applicable), and if such prior notice is not possible, to give such notice immediately following the making of such disclosure. None of the foregoing shall prevent (i) the Parties, including affiliates, from making internal announcements to employees and having discussions with their respective securityholders, financial analysts and other stakeholders so long as such discussions are limited to and consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Parties, (ii) the Purchaser, the Parent or their respective affiliates from reporting on or disclosing the terms (including price terms) of this Agreement in connection with its fundraising, marketing, informational or reporting activities, or (iii) public announcements in the Ordinary Course that do not relate specifically to the Arrangement, this Agreement or the transactions contemplated hereby. The Parties acknowledge that the Corporation will publicly file this Agreement and a material change report relating thereto.

4.8 Notice and Cure Provisions

4.8.1 Each Party shall promptly notify the other Party of the occurrence, or failure to occur, 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, of any event or state of facts which occurrence or failure would, or would be reasonably expected to:

(a) result in the failure of any condition in Section 6.2.1 [Purchaser and Parent Representations and Warranties Condition] or Section 6.3.1 [Corporation Representations and Warranties and Conditions], as applicable, to be satisfied; provided that this Section 4.8.1(a) shall not apply in the case of any event or state of facts resulting from actions or omissions of another Party which are required under this Agreement; or

(b) result in the failure of any condition in Section 6.2.2 [Purchaser and Parent Covenants Condition] or Section 6.3.2 [Corporation Covenants Condition], as applicable, to be satisfied.

4.8.2 Notification provided under Section 4.8.1 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with

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respect thereto) or the conditions to the obligations of the Parties under this Agreement.

4.8.3 The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2.3(a) [Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation] and the Corporation may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2.3(a) [Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser or the Parent], unless the Party seeking to terminate the Agreement (the “Terminating Party”) has delivered a written notice (a “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, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) if such matter has not been cured by the date that is 30 days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Meeting or the making of the application for the Final Order, unless the Parties agree otherwise, the Corporation shall postpone or adjourn the Meeting or delay making the application for the Final Order, or both, to the earlier of (x) 15 Business Days prior to the Outside Date and (y) the date that is 30 days following receipt of such Termination Notice by the Breaching Party (without causing any breach of any other provision contained herein).

4.9 Insurance and Indemnification; Director and Officer Matters

4.9.1 Prior to the Effective Time, the Corporation shall obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Corporation’s and its Subsidiaries’ existing directors’ and officers’ insurance policies for a claims reporting or run-off and extended reporting period and claims reporting period of six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from the Corporation’s current insurance carriers or an insurance carrier with the same or better credit rating with respect to directors’ and officers’ liability insurance (“D&O Insurance”), and with terms, conditions, retentions and limits of liability that are no less favourable (and otherwise reasonable) to the present and former directors and officers of the Corporation and its Subsidiaries than the coverage provided under the Corporation’s and its Subsidiaries’ existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a present or former director or officer of the Corporation or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with the approval or completion of this Agreement, the Arrangement or the other transactions contemplated by this Agreement or arising out of or related to this Agreement and the transactions contemplated hereby).

4.9.2 The Purchaser shall, from and after the Effective Time, cause the Corporation or the applicable Subsidiary to honour and maintain all rights to indemnification or exculpation that are in effect as of the date hereof in favour of present and former employees, officers and directors of the Corporation and its Subsidiaries and acknowledges that such rights shall survive the completion of the Plan of Arrangement

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and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years after the Effective Date.

4.9.3 If the Purchaser, the Corporation 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 Corporation or its Subsidiaries) assumes all of the obligations set forth in this Section 4.9.

4.9.4 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 directors and officers of the Corporation and the Subsidiaries and their respective heirs, executors, administrators and personal representatives (the "Indemnified Persons") and shall be binding on the Purchaser, the Corporation and their respective successors and assigns, and, for such purpose, the Corporation hereby confirms that it is acting as agent on behalf of the Indemnified Persons. The Purchaser shall pay all reasonable expenses, including legal fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided for in this Section 4.9, provided that in no event shall the Purchaser be obligated to pay the fees of more than one legal counsel in any jurisdiction.

4.9.5 The agreements and covenants contained this Section 4.9 or otherwise herein shall not be deemed to be exclusive of any other rights to which any Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors' and officers' insurance claims under any insurance policy that is or has been in existence with respect to the Corporation or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 4.9 is not prior to or in substitution for any such claims under any such policies.

4.10 Filings

The Parties will cooperate reasonably and in good faith to determine whether the transactions set out in this Agreement and any related transactions are required to be reported to any applicable taxing authority pursuant to section 237.3 or 237.4 of the Tax Act (or any provisions of similar effect). The Parties may request reasonable representations and warranties from each other to the extent necessary to establish any factual matters relevant to the determination of whether reporting is required and the content of such reporting. If any Party determines that any such transaction is reportable then it shall so notify the other Party and each of the Parties shall reasonably cooperate in good faith (including sharing of draft reporting forms, if applicable) to allow such reporting to be made by the Party who has made such determination in a comprehensive and timely manner, in the form required by such Law. Notwithstanding the foregoing, and for greater certainty, each Party shall be permitted to report any transaction to an applicable Governmental Entity to the extent that such Party determines, acting reasonably, that such reporting is required by Law.

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4.11 TSX Delisting and Cease to be Reporting Issuer

The Corporation prior to the Effective Date and the Purchaser (or its successor) following the Effective Date shall use its commercially reasonable efforts to cause (i) the Shares to be delisted from the TSX with effect as promptly as practicable following the Effective Date, and (ii) the Corporation to cease to be a reporting issuer under applicable Securities Laws as promptly as practicable following the Effective Date.

ARTICLE 5

ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.1.1 Except as expressly provided in this Article 5, the Corporation shall not, and shall cause its Subsidiaries not to, directly or indirectly, through any of its Representatives (and in so doing shall instruct its and its Subsidiaries' Representatives not to, directly or indirectly):

(a) solicit, assist, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, Books and Records) 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 discussions or negotiations with any Person (other than the Purchaser, the Parent, their respective affiliates or any Representative of the foregoing) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal, provided that the Corporation may, provided a copy of such communication is provided in advance to the Purchaser in writing, (i) advise any Person of the restrictions in this Agreement; (ii) in writing, with a copy of such communication provided concurrently to the Purchaser, communicate with any Person solely for the purposes of clarifying the terms of any such inquiry, proposal or offer; and/or (iii) in the case of any Person making an Acquisition Proposal, advise such Person that the Board (based upon the recommendation of the Special Committee and with interested directors abstaining) has determined that such Acquisition Proposal does not constitute or is not reasonably expected to constitute or lead to a Superior Proposal;

(d) accept or enter into or publicly propose to accept or enter into any agreement, understanding or arrangement with any Person (other than the Purchaser, the Parent, their respective affiliates or any Representative of the foregoing) in respect of an Acquisition Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.2.2), or any inquiry, proposal or offer that may reasonably be expected to constitute or lead to an Acquisition Proposal.

5.1.2 The Corporation shall, and shall cause its Subsidiaries and their respective Representatives (in their capacities as such) to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities with any Person (other than the Purchaser, the Parent, their respective affiliates or any Representative of the foregoing) with respect to any inquiry, proposal

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or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, and in connection with such termination shall:

(a) promptly (and in any event withing 24 hours) discontinue access to and disclosure of all information regarding the Corporation or any of its Subsidiaries, including any confidential information, properties, facilities and Books and Records for any such Person; and

(b) promptly (and in any event within two (2) Business Days) request: (i) the return or destruction of all copies of any confidential information regarding the Corporation or any of its Subsidiaries provided by or on behalf of the Corporation or its Subsidiaries to any such Person within eighteen (18) months prior to the date of this Agreement; and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Corporation or any of its Subsidiaries, to the extent that such information has not previously been returned or destroyed.

5.2 Notification of Acquisition Proposals.

5.2.1 If the Corporation or any of its Subsidiaries or, to the knowledge of the Corporation, any of their respective Representatives, receives or otherwise becomes aware of either: (i) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, or (ii) any request for copies of, access to, or disclosure of, confidential information relating to the Corporation or any of its Subsidiaries in connection with any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal, the Corporation shall promptly notify the Purchaser, at first orally, and then promptly, and in any event within 24 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all material documents, correspondence or other material received from or on behalf of any such Person.

5.2.2 The Corporation shall keep the Purchaser reasonably informed, on a prompt basis, of the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request and shall provide to the Purchaser copies of all material correspondence, a description of the material terms of such correspondence or communication to the Corporation by or on behalf of any Person making such Acquisition Proposal, inquiry, proposal, offer or request.

5.3 Responding to an Acquisition Proposal.

5.3.1 Notwithstanding Section 5.1 or anything else to the contrary in this Agreement, if at any time prior to obtaining the Required Shareholder Approval, the Corporation receives a written Acquisition Proposal from a Person or group of Persons, the Corporation may, directly or indirectly through one or more of its Representatives, engage in or participate in discussions or negotiations with such Person(s) regarding such Acquisition Proposal and may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Corporation or its Subsidiaries to such Person, if and only if:

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(a) the Board determines (based upon, inter alia, the recommendation of the Special Committee, and with interested directors abstaining) in good faith, after consultation with its financial advisors and its external legal counsel, that such Acquisition Proposal constitutes, or may reasonably be expected to constitute or lead to, a Superior Proposal and has provided the Purchaser with written confirmation thereof;

(b) the making of the Acquisition Proposal by such Person did not result from a breach of Article 5;

(c) prior to providing any such copies, access or disclosure, the Corporation enters into an Acceptable Confidentiality Agreement with such Person (or an affiliate of such Person); and

(d) prior to providing any such copies, access or disclosure, the Corporation promptly provides the Purchaser with: (i) prior written notice stating the Corporation’s intention to participate in such discussions or negotiations; and (ii) an executed copy of the Acceptable Confidentiality Agreement referred to in Section 5.3.1(c).

5.4 Right to Match.

5.4.1 If, prior to obtaining the Required Shareholder Approval, the Corporation receives an Acquisition Proposal that the Board determines (based upon, inter alia, the recommendation of the Special Committee and with interested directors abstaining), in good faith after consultation with its outside financial and legal advisors, constitutes a Superior Proposal, the Board may enter into a definitive agreement with respect to such Superior Proposal (and concurrently make a Change in Recommendation in connection therewith), if and only if:

(a) the making of the Acquisition Proposal by such Person did not result from a material breach of Article 5;

(b) the Corporation has delivered to the Purchaser a written notice of the determination of the Board (with interested directors abstaining) that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to enter into such definitive agreement with respect to the Superior Proposal, together with a written notice from the Board regarding the value and financial terms that the Board, in consultation with its financial advisors, has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “Superior Proposal Notice”);

(c) the Corporation or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Corporation and its Representatives containing material terms and conditions of such 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 with respect to the Superior Proposal (including any financing commitments or other documents in possession of the Corporation and

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its Representatives containing material terms and conditions of such Superior Proposal) from the Corporation;

(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) at the end of the Matching Period, the Board (based upon, inter alia, the recommendation of the Special Committee and with interested directors abstaining) has determined in good faith, (i) after consultation with its external legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4.2) and (ii) after consultation with its external legal counsel, the failure by the Special Committee to recommend to the Board that it withdraw or modify the Board Recommendation and recommend that the Corporation enter into a definitive agreement with respect to such Superior Proposal would be inconsistent with its fiduciary duties; and

(g) prior to or concurrently with entering into such definitive agreement the Corporation terminates this Agreement pursuant to Section 7.2.3(b) and, concurrently with such termination, pays, or causes to be paid to, the Parent the Termination Fee in accordance with Section 7.4.

5.4.2 The Corporation acknowledges and agrees that, during the Matching Period, the Purchaser shall have the opportunity, but not the obligation, to propose to amend the terms of this Agreement, including an increase in, or modification of, the Consideration. During the Matching Period: (a) the Special Committee shall review any offer made by the Purchaser under this Section 5.4.2 to amend the terms of this Agreement and the Arrangement in good faith 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) the Corporation shall negotiate in good faith with the Purchaser (if the Purchaser desires to so negotiate) to make such amendments to the terms of this Agreement or the Plan of Arrangement as would enable the Purchaser to proceed with the transactions contemplated by this Agreement on such amended terms. If the Board determines (based upon, inter alia, the recommendation of the Special Committee and with interested directors abstaining) that such Acquisition Proposal would cease to be a Superior Proposal, the Corporation shall promptly so advise the Purchaser and the Corporation 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.

5.4.3 Each successive amendment or modification to any Acquisition Proposal that results in an increase in, or modification of, the Consideration (or value of such Consideration) to be received by Shareholders or other terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.4.1(b), and the Purchaser shall be afforded a new Matching Period from the date on which the Purchaser received the Superior Proposal Notice with respect to the new Superior Proposal from the Corporation.

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5.4.4 At the written request of the Purchaser, the Board shall promptly (and in any event within two Business Days) reaffirm the Board Recommendation by press release after any Acquisition Proposal which the Board (based upon, inter alia, the recommendation of the Special Committee with interested directors abstaining) has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines (based upon, inter alia, the recommendation of the Special Committee with interested directors abstaining) that a proposed amendment to the terms of this Agreement or the Plan of Arrangement as contemplated under Section 5.4.2 with respect to any such Acquisition Proposal would result in such Acquisition Proposal no longer being a Superior Proposal. The Corporation shall provide the Purchaser and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any such press release and shall make all reasonable amendments to such press release as requested by the Purchaser and its counsel.

5.4.5 If the Corporation provides a Superior Proposal Notice to the Purchaser on a date that is less than ten (10) Business Days before the Meeting, the Corporation shall be permitted to, and upon request from the Purchaser, shall adjourn or postpone the Meeting to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting, but in any event the Meeting shall not be adjourned or postponed to a date which could reasonably be expected to prevent the Effective Date from occurring on or prior to the Outside Date.

5.4.6 Nothing in this Agreement shall prohibit the Board or the Special Committee from (i) responding through a directors' circular, (ii) taking and disclosing a position as required by Securities Laws or (iii) making any disclosure to the Securityholders if, in the good faith judgement of the Board (based upon, inter alia, the recommendation of the Special Committee and with interested directors abstaining), after consultation with external legal counsel, the failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law, provided that, the Corporation shall provide the Purchaser and its counsel with a reasonable opportunity to review the form and content of such disclosure, and shall give reasonable consideration to any comments made by the Purchaser and its counsel and provided further, that, notwithstanding that the Board or Special Committee shall be permitted to make such disclosure, the Board shall not be permitted to make a Change in Recommendation. In addition, nothing contained in this Agreement shall prevent the Corporation or the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the CBCA or ordered to be held by a court in accordance with applicable Laws.

5.4.7 Any violation of the restrictions set forth in Article 5 by the Corporation's Subsidiaries or the Corporation's or its Subsidiaries' respective Representatives (excluding any Rollover Shareholders or their affiliates and associates) shall be deemed to be a breach of Article 5 by the Corporation. Furthermore, the Corporation shall be responsible for any breach of Article 5 by its Subsidiaries and its and their respective Representatives (excluding any Rollover Shareholders or their affiliates and associates).

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ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent.

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

6.1.1 Arrangement Resolution.

The Arrangement Resolution has been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order.

6.1.2 Interim 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 Corporation or the Purchaser, each acting reasonably.

6.1.3 Illegality.

No Law is in effect which prevents, prohibits or makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Corporation, the Purchaser or the Parent from consummating the Arrangement.

6.1.4 Required Regulatory Approvals.

The Competition Act Approval and the CT Act Approval shall have been obtained and be in full force and effect.

6.1.5 Articles of Arrangement.

The Articles of Arrangement to be filed with the Director under the CBCA in accordance with the Arrangement shall be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser and the Parent

Each of the Purchaser and the Parent is not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and the Parent and may only be waived, in whole or in part, by the Purchaser or the Parent in their sole discretion:

6.2.1 Representations and Warranties.

The representations and warranties of the Corporation set forth (i) in paragraph 1 [Organization and Qualification], paragraph 2 [Corporate Authorization], and paragraph 3 [Execution and Binding Obligation] of Schedule C are, as of the date of this Agreement, and are, as of the Effective Time, true and correct in all respects; (ii) in paragraphs 6(a), (b), (c) and (d) [Capitalization] Schedule C are, as of the date of this Agreement, and are, as of the Effective Time, true and correct in all respects other than such failures to be true and correct that, individually or in the aggregate, would be a de minimis inaccuracy, except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all respects other than such failures to be true and correct that, individually or in the aggregate, would be a de minimis inaccuracy as of such date; and (iii) in Schedule C, other than those to which clause (i) or clause (ii) above applies), are, as of the date of this Agreement, and will be, as of the Effective Time, true and correct, 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, has not had or would not reasonably be expected to have a Material Adverse Effect (and, for this purpose, any reference to "material", "Material Adverse Effect" or other concepts of materiality in such representations and

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warranties shall be ignored, other than in respect of the usage of (x) the term “Material Contract” and (y) the phrase “in all material respects” in Section 17(a) of Schedule C), and except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct as of such 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, has not had or would not reasonably be expected to have a Material Adverse Effect, and the Corporation has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Corporation (in each case without personal liability) addressed to the Purchaser and dated the Effective Date.

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

6.2.3 No Legal Actions. There shall be no action or proceeding pending by any Governmental Entity of competent jurisdiction in Canada that would reasonably be expected to enjoin or prohibit the Purchaser's ability to acquire, hold, or exercise full rights of ownership over, any of the Shares, including the right to vote the Shares, or the business of the Corporation (excluding, for greater certainty, any from undertakings, commitments, or terms and conditions as are required or as are entered into in connection with the efforts to obtain the Required Regulatory Approvals pursuant to Section 4.4).

6.2.4 Dissent Rights. Dissent Rights have not been validly exercised, and not withdrawn or deemed to have been withdrawn, with respect to more than 10% of the issued and outstanding Shares.

6.2.5 Material Adverse Effect. Since the date of this Agreement, there shall have not occurred a Material Adverse Effect which is continuing as of the Closing.

6.3 Additional Conditions Precedent to the Obligations of the Corporation

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

6.3.1 Representations and Warranties. The representations and warranties of the Purchaser and the Parent: (i) set forth in paragraph 1 [Organization and Qualification], paragraph 2 [Corporate Authorization] and paragraph 3 [Execution and Binding Obligation] of Schedule D are, as of the date of this Agreement, and are, as of the Effective Time, true and correct in all respects, and (ii) in Schedule D, other than those to which clause (i) above applies, are, as of the date of this Agreement true and correct, in all material respects (disregarding for purposes of this Section 6.3.1; (ii) any materiality qualification contained in any such representation or warranty) as of the date of this Agreement and as of the Effective Time as if made at and as of such time (except that any such representation and warranty that by its terms speaks specifically as of the date of this Agreement or another date shall be true and correct in all material respects as of such date (disregarding for the purposes of this clause (ii) any

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materiality qualification contained in any such representation or warranty)), except where the failure to be so true and correct in all material respects, individually and in the aggregate, would not reasonably be expected to materially impede or delay the consummation of the Arrangement, and each of the Purchaser and the Parent has delivered a certificate confirming same to the Corporation, executed by a senior officer thereof (in each case without personal liability) addressed to the Corporation and dated the Effective Date.

6.3.2 Performance of Covenants. Each of the Purchaser and the Parent have fulfilled or complied in all material respects with its covenants contained in this Agreement to be fulfilled or complied with by it at or prior to the Effective Time, and each of the Purchaser and the Parent has delivered certificates confirming same to the Corporation, executed by a senior officer of each of the Purchaser and the Parent (without personal liability) addressed to the Corporation and dated the Effective Date.

6.3.3 Deposit of Consideration. 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 or the Parent has deposited or caused to be deposited with the Depositary in escrow the funds required to be deposited under Section 2.9.

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 Certificate of Arrangement is issued by the Director. For greater certainty, and notwithstanding the terms of any escrow arrangement entered into between the Purchaser and the Depositary, all funds held in escrow by the Depositary pursuant to Section 2.9 hereof shall be released from escrow when the Certificate of Arrangement is issued by the Director without any further act or formality required on the part of any Person.

ARTICLE 7
TERM AND TERMINATION

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.

7.2 Termination

This Agreement may be terminated and the Arrangement abandoned at any time prior to the Effective Time (notwithstanding approval of the Arrangement Resolution by the Shareholders and/or receipt of the Final Order) by:

7.2.1 the mutual written agreement of the Parties; or

7.2.2 either the Corporation, on the one hand, or the Purchaser, on the other hand, if:

(a) No Required Shareholder Approval. The Required Shareholder Approval is not obtained at the Meeting (or any adjournment or postponement thereof) in accordance with the Interim Order, provided that neither the Corporation nor the Purchaser may terminate this Agreement pursuant to this Section 7.2.2(a) if the failure to obtain the Required Shareholder Approval has been caused by, or is a result of, a breach by such Party (or, in the case of the Purchaser, a breach by the

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Parent or the Purchaser) of any of its representations or warranties or the failure of such Party (or, in the case of the Purchaser, a breach by the Parent or the Purchaser) to perform any of its covenants or agreements under this Agreement;

(b) Illegality. 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 permanently prohibits or enjoins the Corporation, the Purchaser or the Parent from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided the Party (or, in the case of the Purchaser, a breach by the Parent or the Purchaser) seeking to terminate this Agreement pursuant to this Section 7.2.2(b) has complied with its obligations under this Agreement to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not primarily due to a result of a breach by such Party (or, in the case of the Purchaser, a breach by the Parent or the Purchaser) of any of its representations or warranties, or the failure of such Party (or, in the case of the Purchaser, a breach by the Parent or the Purchaser) to perform any of its covenants or agreements, under this Agreement; or

(c) Occurrence of Outside Date. The Effective Time does not occur on or prior to 5:00 p.m. (Toronto time) on the Outside Date, provided that neither the Corporation nor the Purchaser may terminate this Agreement pursuant to this Section 7.2.2(c) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party (or, in the case of the Purchaser, a breach by the Parent or the Purchaser) of any of its representations or warranties under this Agreement or the failure of such Party (or, in the case of the Purchaser, a failure by the Parent or the Purchaser) to perform any of its covenants or agreements under this Agreement; or

7.2.3 the Corporation if:

(a) Breach of Representation or Warranty or Failure to Perform Covenant by the Purchaser or the Parent. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser or the Parent under this Agreement shall have occurred that would cause any condition in Section 6.3.1 [Purchaser and Parent Representations and Warranties Condition] or Section 6.3.2 [Purchaser and Parent 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 the Corporation is not then in breach of this Agreement so as to cause any condition in Section 6.2.1 [Corporation Representations and Warranties Condition] or Section 6.2.2 [Corporation Covenants Condition] not to be satisfied;

(b) Superior Proposal. Prior to obtaining the Required Shareholder Approval, the Board authorizes (based upon the recommendation of the Special Committee and with interested directors abstaining) the Corporation, in accordance with and subject to the terms and conditions of this Agreement, to enter into a definitive written agreement with respect to a Superior Proposal (other than an Acceptable Confidentiality Agreement permitted by and in accordance with Section 5.3), provided that prior to or concurrently with such termination the Corporation pays, or causes to be paid, the Termination Fee in accordance with Section 7.4; or

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(c) Failure of Purchaser to Consummate. (i) The conditions in Section 6.1 [Mutual Conditions Precedent] and Section 6.2 [Purchaser Conditions] have been and continue to be satisfied or waived by the applicable Party or Parties at the time the Effective Time is required to have occurred pursuant to Section 2.8 (excluding conditions that, by their nature, are to be satisfied at the Effective Time, including the condition in Section 6.3.3 [Deposit of Consideration]; provided, that such conditions to be satisfied at the Effective Time are capable of being satisfied as of the date of the notice referenced in clause (ii) of this Section 7.2.3(c) if the Effective Time were to occur on the date of such notice), (ii) the Corporation has delivered written notice to the Purchaser to the effect that the conditions in Section 6.1 [Mutual Conditions Precedent] and the conditions in favour of the Corporation in Section 6.3 [Corporation Conditions] have been and continue to be satisfied or waived (excluding conditions that, by their nature, are to be satisfied at the Effective Time, including the condition in Section 6.3.3 [Deposit of Consideration]; provided, that such conditions to be satisfied at the Effective Time are capable as of the date of such notice if the Effective Time were to occur on the date of such notice), (iii) the Purchaser fails to (A) deposit or cause to be deposited the funds required to be deposited by it in accordance with Section 2.9, or (B) consummate the Closing, in each case, on or before the date that is three (3) Business Days after the delivery of the notice referenced in clause (ii) of this Section 7.2.3(c), and (iv) the Corporation was, and has irrevocably confirmed to the Purchaser in writing that it is, prepared to consummate the Closing during the three Business Day period referenced in clause (iii) above; or

7.2.4 the Purchaser if:

(a) Breach of Representation or Warranty or Failure to Perform Covenant by the Corporation. A breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Corporation under this Agreement occurs that would cause any condition in Section 6.2.1 [Corporation Representations and Warranties Condition] or Section 6.2.2 [Corporation 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 the Purchaser or the Parent are not then in breach of this Agreement so as to directly or indirectly cause any condition in, Section 6.3.1 [Purchaser and Parent Representations and Warranties] or Section 6.3.2 [Purchaser and Parent Covenants Condition] not to be satisfied; provided further that the Purchaser may not terminate this Agreement pursuant to this Section 7.2.4(a) if the Purchaser, the Parent or any of their respective Representatives had actual knowledge of the breach of the representation or warranty as of the date hereof, or the breach of covenant is the result of any action or failure to take any action by any such Person in its capacity as director of the Corporation or officer of the Corporation, after the date hereof;

(b) Change in Recommendation. Prior to the approval by the Shareholders of the Arrangement Resolution, (i) the Board or the Special Committee fails to unanimously recommend (with any interested directors abstaining) or withdraws, amends, modifies or qualifies, in a manner adverse to the Purchaser, or publicly proposes to so withdraw, amend, modify or qualify, the Board Recommendation in a manner adverse to the Purchaser, (ii) the Board (based upon the recommendation of the Special Committee and with interested directors abstaining) accepts, approves, endorses, enters into, recommends, or publicly proposes to accept, approve, endorse, enter into or recommend an Acquisition

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Proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Proposal for more than five (5) Business Days (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, beyond the third (3rd) Business Day prior to the date of the Meeting, as such Meeting may be adjourned in accordance with Section 5.4.4), or (iii) the Board fails to publicly recommend or reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing by the Purchaser to do so (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, prior to the third (3rd) Business Day prior to the date of the Meeting, as such Meeting may be adjourned in accordance with Section 5.4.4) it being understood that the Board will have no obligation to make such requested reaffirmation on more than two (2) separate occasions (any of (i), (ii) or (iii), a “Change in Recommendation”); or

(c) Material Breach of Non-Solicit. Prior to the approval of the Shareholders of the Arrangement Resolution, the material breach by the Corporation or their respective Representatives (acting in their capacity as such, excluding any Rollover Shareholders or their associates or affiliates) of any of the obligations set out in Article 5,

provided that, in each case, the Party desiring to terminate this Agreement pursuant to this Section 7.2 (other than pursuant to 7.2.1) shall give notice of such termination to the other Party, specifying in reasonable detail the basis for the Party's exercise of its termination right.

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 or Representative of such Party) to the 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 2.8.3 [Articles of Arrangement and Effective Date], Section 4.6.4 [Privacy Matters] and Section 4.9 [Insurance and Indemnification] shall survive such termination; and (b) in the event of termination under Section 7.2, Section 2.4.5 [Purchaser or Parent Misrepresentation in Circular], Section 2.4.6 [Corporation Misrepresentation in Circular], Section 2.11 [Guarantee], Section 4.5.3 [Confidentiality], this Section 7.3 through to and including Section 8.12, Section 1.2 and all related definitions set forth in Section 1.1 shall survive, and subject to Section 7.4.8, no Party shall be relieved of any liability for any wilful breach by it of this Agreement or damages arising as a result of its fraud.

7.4 Termination Fee

7.4.1 Except as expressly otherwise provided in this Agreement, all fees, costs and 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 Corporation 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.

7.4.2 For the purposes of this Agreement, “Termination Fee” means an amount equal to $2 million.

7.4.3 For the purposes of this Agreement, “Termination Fee Event” means the termination of this Agreement:

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(a) by the Purchaser pursuant to Section 7.2.4(b) [Change in Recommendation];

(b) by the Purchaser pursuant to Section 7.2.4(c) [Material Breach of Non-Solicit];

(d) by the Corporation or the Purchaser pursuant to any subsection of Section 7.2 if at such time, the Purchaser is entitled to terminate this Agreement pursuant to Section 7.2.4(b) [Change in Recommendation] or Section 7.2.4(c) [Material Breach of Non-Solicit]; or

(e) (X) by the Corporation or the Purchaser, as applicable, pursuant to Section 7.2.2(a) [No Required Shareholder Approval], or Section 7.2.2(c) [Occurrence of Outside Date], or (Y) by the Purchaser, due to a wilful breach on the part of the Corporation, pursuant to Section 7.2.4(a) [Breach of Representation or Warranty or Covenant by Corporation] but only if:

(i) prior to such termination, a bona fide Acquisition Proposal is publicly made or publicly announced by any Person (other than the Purchaser, the Parent, any of their respective affiliates or any Representative of the foregoing or any Rollover Shareholder or any person acting jointly or in concert with any of the foregoing) prior to the Meeting and such Acquisition Proposal has not been withdrawn at least five (5) Business Days prior to the Meeting; and

(ii) within twelve (12) months following the date of such termination, (A) any Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated or effected, or (B) the Corporation enters into a written definitive agreement providing for the consummation 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 or effected,

provided that, for the purposes of this Section 7.4.3(d), 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".

7.4.4 If a Termination Fee Event occurs, the Corporation shall pay the Termination Fee to the Purchaser (or as directed by the Purchaser) in consideration for the disposition of the Purchaser of its rights under this Agreement, by wire transfer of immediately available funds, as follows:

(a) if the Termination Fee is payable pursuant to Section 7.4.3(a) [Change in Recommendation] or Section 7.4.3(b) [Material Breach of Non-Solicit] the Termination Fee shall be payable within two (2) Business Days following such termination;

(b) if the Termination Fee is payable pursuant to Section 7.4.3(c) [Superior Proposal], the Termination Fee shall be payable prior to or concurrently with such termination; and

(c) if the Termination Fee is payable pursuant to Section 7.4.3(d) [Acquisition Tail], the Termination Fee shall be payable on the consummation or effectiveness of the Acquisition Proposal referred to in Section 7.4.3(d)(ii).

7.4.5 For the avoidance of doubt, the Corporation will be entitled to deduct and withhold from the Termination Fee otherwise payable or otherwise deliverable under this Section 7.4 such amounts as the Corporation is required or reasonably believes to be required to deduct and withhold from such fee under any provision of any Law in respect of Taxes. Any such amounts deducted, withheld and remitted will be treated for all purposes under this Agreement as having been paid to the Person in respect of which such deduction withholding and remittance was made; provided that such deducted and withheld amounts are actually remitted to the appropriate Governmental Entity in accordance with applicable Law.

7.4.6 For greater certainty, in no event shall the Corporation be obligated to pay the Termination Fee more than once.

7.4.7 Each Party acknowledges that the payment amount set forth in this Section 7.4 is 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 payment amount set forth in this Section 7.4 represents liquidated damages which are a genuine pre-estimate of the damages, including opportunity costs, reputational damages and expenses, which the Parent or the Purchaser will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each of the Parties irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive.

7.4.8 Subject to Section 7.3 and each Party's right to seek injunctive relief under Section 8.4 prior to termination of this Agreement: (i) the Purchaser and the Parent hereby expressly acknowledge and agree that, upon any termination of this Agreement under circumstances where the Purchaser is entitled to the Termination Fee, such fee or amount represents liquidated damages, which are a genuine pre-estimate of the damages, and if such Termination Fee is paid in full within the prescribed time period, such Termination Fee is the sole remedy of the Parent and the Purchaser against the Corporation, and the Parties shall be precluded from any other remedy against the other Parties and shall not seek to obtain any recovery, judgment or damages of any kind against the other Parties in connection with this Agreement, provided: (x) that this limitation shall not apply in the event of fraud by the Corporation of its representations, warranties, covenants or agreements set forth in this Agreement; and (y) the payment by the Corporation of the Termination Fee shall not be in lieu of any damages or any other payment or remedy available in the event of any wilful or intentional breach by the Corporation, as applicable, of its obligations under this Agreement, provided further that nothing in this Section 7.4.8 shall restrict or limit any affiliate of the Parent or Purchaser from bringing or maintaining, or receiving damages in, any action suit or litigation proceeding against the Corporation arising out of or in connection with the breach of the Confidentiality Agreement.

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ARTICLE 8

GENERAL PROVISIONS

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 Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, subject to the Plan of Arrangement, the Interim Order and the Final Order, without further notice to or authorization on the part of the Shareholders and any such amendment may, without limitation:

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

provided that no such amendment or waiver may reduce or materially adversely affect the Consideration to be received by Shareholders, or the Holdco Consideration to be received by the Qualifying Holdco Shareholders, under the Arrangement or change the timing of payment, or the form of, the Consideration or the Holdco Consideration without their approval at the Meeting or, following the Meeting, without their approval given in the same manner as required by applicable Laws for the approval of the Arrangement as may be required by the Court.

8.2 Notices

8.2.1 Any notice, or other communication given regarding the matters contemplated by this Agreement must be in writing, sent by personal delivery, courier or electronic mail and addressed:

(a) to the Purchaser at:

TTNM Acquisition Limited
32 Simpson Rd,
Bolton, Ontario
L7E 1G9

Attention: Ted Daniel
E-mail: [Redacted - Email Address]

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

Loopstra Nixon LLP
130 Adelaide Street West, Suite 2800
Toronto, Ontario
M5H 3P5

Attention: Allan J. Ritchie / Matthew Grant
Email: [email protected] / [email protected]

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(b) to the Parent at:

Trunkeast Investments Canada Limited
100 Zenway Blvd
Woodbridge, Ontario
L4H 2Y7

Attention: Lu Galasso
E-mail: [Redacted - Email Address]

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

Loopstra Nixon LLP
130 Adelaide Street West, Suite 2800
Toronto, Ontario
M5H 3P5

Attention: Allan J. Ritchie / Matthew Grant
Email: [email protected] / [email protected]

Titanium Transportation Group Inc.
32 Simpson Rd,
Bolton, Ontario
L7E 1G9

Attention: Ted Daniel / Bill Chyfetz
E-mail: [Redacted - Email Addresses]

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

Miller Thomson LLP
40 King Street West, Suite 6600
Toronto, Ontario
M5H 3S1

Attention: Jonathan Tong / Florind Polo
Email: [email protected] / [email protected]

and

Goodmans LLP
333 Bay Street, Suite 3400
Toronto, Ontario
M5H 2S7

Attention: Brad Ross / Emily Hamovitch
Email: [email protected] / [email protected]

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8.2.2 Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 5:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day or (iii) if sent by electronic mail, upon confirmation of receipt by the recipient if it is a Business Day and confirmation was received prior to 5:00 p.m. and otherwise 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 external 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 external legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.3 Further Assurances

Subject to the provisions of this Agreement, the Parties will, from time to time, do all acts and things and execute and deliver all such further documents and instruments, as the other Party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement and, in the event the Arrangement becomes effective, to document or evidence any of the transactions or events set out in the Plan of Arrangement.

8.4 Injunctive Relief

8.4.1 Subject to the terms of this Section 8.4, 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. Subject to the terms of this Section 8.4, it is accordingly agreed (and further agreed not to take any contrary position in any litigation concerning this Agreement) that (i) the Parties shall be entitled to specific performance of the terms of this Agreement and an injunction or injunctions and other equitable relief to prevent breaches or threatened breaches of this Agreement or the obligations of the Parties to consummate the Arrangement in accordance with the provisions of this Agreement, and to enforce compliance with, or performance of, the terms of this Agreement without any requirement for (a) proof of damages or (b) the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

8.4.2 For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, the Parties may concurrently pursue both (i) a grant of specific performance or injunctive relief with respect to the other Party's obligations to consummate the transactions contemplated by this Agreement to the extent permitted by this Section 8.4.2 and (ii) the payment of the Termination Fee pursuant to Section 7.4.4, as applicable; provided that under no circumstances shall the Parties be entitled to receive both (a) a grant of specific performance or injunctive relief with respect to the other Party's obligations to cause the Party's obligation to consummate the transactions contemplated by this Agreement, in each case, to the extent permitted by this Section 8.4.2 and (b) the payment of the Termination Fee pursuant to Section 7.4.4.

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8.5 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, except as provided in Section 2.4.5 [Purchaser or Parent Misrepresentation in Circular], Section 2.4.6 [Corporation Misrepresentation in Circular], Section 2.7.3 [Incentive Compensation Plans] and Section 4.9 [Insurance and Indemnification], which, without limiting their terms, are intended as stipulations for the irrevocable benefit of, and shall be enforceable by, the third Persons mentioned in such provisions.

8.6 Waiver

Any Party may: (i) extend the time for the performance of any of the obligations or acts of the other Party; (ii) waive compliance, except as provided herein, with any of the other Party's agreements or the fulfilment of any conditions to its own obligations contained herein; or (iii) waive inaccuracies in any of the other Party's representations or warranties contained herein or in any document delivered by the other Party; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of the Party to be bound by the waiver and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived. 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.

8.7 Entire Agreement

This Agreement (including the exhibits and schedules hereto) and the Confidentiality Agreement constitute the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, between the Parties, or any of them, with respect to the subject matter thereof and thereof and supersedes all prior agreements, understandings, negotiations and discussions, whether or oral or written, of the Parties. There are no other representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection the subject matters of this Agreement or the Confidentiality Agreement, except as expressly provided herein and therein. Except as expressly provided herein, this Agreement is not intended to and shall not confer upon any Person other than the Parties any rights or remedies hereunder.

8.8 Successors and Assigns

8.8.1 This Agreement becomes effective only when executed by each of the Parties. After that time, it will be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

8.8.2 Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties.

8.9 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or 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

60 -

as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.10 Governing Law

8.10.1 This Agreement will be governed by, interpreted and enforced in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein.

8.10.2 Each Party irrevocably attorns and submits to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

8.11 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.

8.12 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by e-mail) 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 such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF the Parties have executed this Agreement.

TRUNKEAST INVESTMENTS CANADA LIMITED

Per: (signed) "Lu Galasso"
Name: Lu Galasso
Title: CFO

TTNM MANAGEMENT ACQUISITION LIMITED

Per: (signed) "Ted Daniel"
Name: Ted Daniel
Title: Authorized Signing Officer

TITANIUM TRANSPORTATION GROUP INC.

Per: (signed) "Ted Daniel"
Name: Ted Daniel
Title: Authorized Signing Officer

SCHEDULE A
PLAN OF ARRANGEMENT

UNDER SECTION 192
OF THE CANADA BUSINESS CORPORATIONS ACT

ARTICLE1
INTERPRETATION

1.1 Definitions.

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

"Amalco" has the meaning specified in Section 2.3.5.

"Amalco Preferred Shares" means the preferred shares of Amalco issued in accordance with Section 2.3.7 of this Plan of Arrangement.

"Amalco Shares" means the common shares in the capital of Amalco to be issued to former Rollover Shareholders in exchange for the Purchaser Shares that such holders own directly or indirectly, in accordance with Section 2.3.6.

"Amalco USA" has the meaning specified in Section 2.3.5(k).

"Arrangement" means the arrangement under Section 192 of the CBCA in accordance with the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations to this Plan of Arrangement made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Arrangement Agreement" means the arrangement agreement dated January 14, 2026, between the Purchaser, the Parent and the Corporation (including the schedules thereto), as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Arrangement Resolution" means the special resolution approving this Plan of Arrangement to be considered at the Meeting, substantially in the form of Schedule B to the Arrangement Agreement.

"Articles of Arrangement" means the articles of arrangement of the Corporation in respect of the Arrangement, required by the CBCA to be sent to the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in a form and content satisfactory to the Corporation and the Purchaser, each acting reasonably.

"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.

"Certificate of Arrangement" means the certificate of arrangement to be issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement.

"Corporation" means Titanium Transportation Group Inc..

"Corporation Options" means any outstanding options to purchase Shares pursuant to the Incentive Plan or otherwise.

"Court" means the Ontario Superior Court of Justice (Commercial List) in the City of Toronto.

"Depository" means TSX Trust Company, in its capacity as depositary for the Arrangement, or such other Person as the Corporation and the Purchaser agree to engage as depositary for the Arrangement.

"Director" means the Director appointed pursuant to Section 260 of the CBCA.

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

"Dissenting Holder" means a registered holder of Shares as of the record date of the Meeting who: (i) has validly exercised its Dissent Rights in strict compliance with the Dissent Rights, (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and (iii) is ultimately entitled to be paid the fair value for his, her or its Shares, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such holder.

"Effective Date" means the date shown on the Certificate of Arrangement giving effect to the Arrangement.

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

"Eligible Holder" means "a Shareholder (other than a Shareholder who validly exercises Dissent Rights) who is (a) a Person (other than a partnership or a Tax-Exempt Person) that is a resident of Canada for the purposes of the Tax Act, or (b) a partnership any member of which is a resident of Canada for the purposes of the Tax Act (other than a Tax-Exempt Person).

"Final Order" means the final order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, as contemplated by Section 2.5 of the Arrangement Agreement, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Corporation and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if

appealed, then unless such appeal is withdrawn, abandoned or denied, as affirmed or as amended (with the consent of both the Corporation and the Purchaser, each acting reasonably) on appeal.

"Incentive Plan" means the employee stock option plan of the Corporation currently in effect as it may be amended, modified or supplemented from time to time in accordance with its terms.

"Interim Order" means the interim order of the Court under Section 192 of the CBCA in a form acceptable to the Corporation and the Purchaser, each acting reasonably, as contemplated by Section 2.2 of the Arrangement Agreement, providing for, among other things, the calling and holding of the Meeting, as such order may be amended by the Court with the consent of the Corporation and the Purchaser, each acting reasonably.

"Letter of Transmittal" means the letter of transmittal sent to Shareholders for use in connection with the Arrangement.

"Option Agreement" means an agreement evidencing the terms of any Corporation Option.

"Parent" means Trunkeast Investments Canada Limited.

"Parties" means the Purchaser, the Parent and the Corporation and "Party" means any one of them.

"Plan of Arrangement" means this plan of arrangement proposed under Section 192 of the CBCA, and any amendments or variations made in accordance with the terms of the Arrangement Agreement and Section 5.1 of this Plan of Arrangement, in accordance with the terms of the Interim Order (once issued), or made at the direction of the Court in the Final Order with the prior written consent of the Corporation and the Purchaser, each acting reasonably.

"Purchaser" means TTNM Management Acquisition Limited.

"Purchaser Preferred Shares" means all of the issued and outstanding preferred shares in the capital of the Purchaser.

"Purchaser Shares" means the common shares in the capital of the Purchaser to be issued to the Rollover Shareholders in exchange for the Rollover Shares held by such Rollover Shareholder in accordance with Section 2.3.4.

"Purchaser USA" means the unanimous shareholders agreement of the Purchaser in respect of all of the issued and outstanding shares of the Purchaser.

"Rollover Shareholders" means the certain shareholders of the Corporation described in Schedule E of the Arrangement Agreement.

"Rollover Shares" means the Shares owned directly or indirectly by the Rollover Shareholders as described in Schedule E of the Arrangement Agreement.

"Securityholders" means, collectively, the Shareholders and the holders of Corporation Options.

"Section 85 Election" has the meaning specified in Section 2.5.

"Shareholders" means the registered and/or beneficial holders of Shares.

"Shares" means collectively, the common shares of the Corporation.

"Tax Act" means the Income Tax Act (Canada).

"Tax-Exempt Person" means a Person who is exempt from Taxes under Part I of the Tax Act.

1.2 Certain Rules of Interpretation.

In this Plan of Arrangement, unless otherwise specified:

1.2.1 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.

1.2.2 Currency. All references to dollars or to $ are references to Canadian dollars.

1.2.3 Gender and Number. Any reference to gender includes all genders. Words importing the singular number also include the plural and vice versa.

1.2.4 Certain Phrases and References, etc. The words "including," "includes" and "include" mean "including (or includes or include) without limitation," and "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." Unless stated otherwise, "Article" and "Section" followed by a number or letter mean and refer to the specified Article or Section of this Plan of Arrangement. The terms "Plan of Arrangement," "hereof," "herein" and similar expressions refer to this Plan of Arrangement (as it may be amended, modified or supplemented from time to time) and not to any particular article, section or other portion hereof and include any instrument supplementary or ancillary hereto.

1.2.5 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.

1.2.6 Computation of Time. For purposes of this Plan of Arrangement, a period of time is to be computed as beginning on the day following the event that began the period and ending at 5:00 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 5:00 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.

1.2.7 Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE2
THE ARRANGEMENT

2.1 Arrangement.

This Plan of Arrangement constitutes an arrangement under Section 192 of the CBCA and is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein. If there are any inconsistencies or conflict between this Plan of Arrangement and the Arrangement Agreement, the terms of this Plan of Arrangement shall govern.

2.2 Binding Effect.

This Plan of Arrangement and the Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, will become effective, and be binding on the Corporation, the Purchaser, the Parent, all Securityholders (including Dissenting Holders and Rollover Shareholders), any agent or transfer agent therefor, the Depositary and all other Persons at and after the Effective Time, without any further act or formality required on the part of any Person, except as expressly provided in this Plan of Arrangement.

2.3 Arrangement.

Pursuant to the Arrangement, 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, unless stated otherwise, effective as at one (1) minute intervals starting at the Effective Time:

2.3.1 each Corporation Option, whether vested or unvested, that is outstanding immediately prior to the Effective Time, notwithstanding the terms of the Incentive Plan or any applicable Option Agreement in relation thereto, shall be, without any further action by or on behalf of the holder of such Corporation Option, surrendered by the holder thereof to the Corporation in exchange for, subject to Section 4.3, a cash payment (without interest) from the Corporation equal to the amount (if any) by which the Consideration exceeds the exercise price of such Corporation Option, multiplied by the number of Shares subject to such Corporation Options, and each such Corporation Option shall immediately be cancelled and terminated and, where such amount is zero or negative for any such Corporation Option, such Corporation Option shall be cancelled without any consideration and, with respect to each Corporation Option that is surrendered pursuant to this Section 2.3.1, as of the effective time of such surrender: (A) the holder thereof shall cease to be the holder of such Corporation Option, (B) the holder thereof shall cease to have any rights as a holder in respect of such Corporation Option, or under the Incentive Plan or Option Agreement, other than the right to receive the consideration, if any, to which such holder is entitled pursuant to this Section 2.3.1, (C) such holder's name shall be removed from the applicable register, and (D) all agreements, grants and similar instruments, including the Incentive Plan, relating thereto shall be cancelled and terminated;

2.3.2 simultaneously with Section 2.3.3 and Section 2.3.4, each outstanding Share held by a Dissenting Holder in respect of which Dissent Rights have been validly exercised shall be deemed to have been transferred without any further act or formality by the

holder thereof to the Purchaser (free and clear of all Liens) in consideration for a debt claim against the Purchaser for the amount determined under ARTICLE3; and:

(a) such Dissenting Holder shall cease to have any rights as a Shareholder other than the right to be paid the fair value of its Shares by the Purchaser in accordance with ARTICLE3;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens);

2.3.3 simultaneously with Section 2.3.2 and Section 2.3.4, each outstanding Share (other than (i) Shares held by any Dissenting Holder who has validly exercised such holder's Dissent Rights, and (ii) the Shares held by the Rollover Shareholders) shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for the Consideration, subject to Section 4.3, and:

(a) the holder of such Share shall cease to have any rights as a holder of Shares other than the right to be paid the Consideration in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation; and

2.3.4 simultaneously with Section 2.3.2 and Section 2.3.3, each outstanding Rollover Share held by a Rollover Shareholder shall be transferred without any further act or formality by the holder thereof to the Purchaser (free and clear of all Liens) in exchange for such number of Purchaser Shares that is equal to the number of Rollover Shares held by such Rollover Shareholder and:

(a) the holder of such Rollover Shares shall cease to have any rights as a holder of Rollover Shares other than the right to receive the Purchaser shares in accordance with this Plan of Arrangement;

(b) the name of such holder shall be removed from the register of holders of Shares maintained by or on behalf of the Corporation;

(c) the Purchaser shall be recorded on the register of holders of Shares maintained by or on behalf of the Corporation as the holder of the Rollover Shares so transferred and shall be deemed to be the legal and beneficial owner thereof (free and clear of all Liens); and

(d) all of the Rollover Shareholders shall be deemed to be a party to the Purchaser USA and the Purchaser USA shall be binding upon such shareholders.

2.3.5 Purchaser and the Corporation shall be amalgamated and continued as one corporation under the CBCA to form the amalgamated entity (“Amalco”) in accordance with the following:

(a) Name. The name of Amalco shall be such name as the Purchaser may determine.

(b) Registered Office. The registered office of Amalco shall be the registered office of the Purchaser.

(d) Restrictions on Transfer. No shares of Amalco shall be transferred to any Person without the approval of the board of directors of Amalco.

(e) Directors and Officers.

(i) Minimum and Maximum. The directors of Amalco shall, until otherwise changed in accordance with the CBCA, consist of a minimum number of one (1) director and a maximum number of ten (10) directors.

(ii) First Directors. The directors of Amalco shall be Victor De Zen, Ted Daniel, Sergio De Zen and Luciano Galasso.

(f) Business and Powers. There shall be no restrictions on the business of Amalco may carry on or on the powers it may exercise.

(g) By-laws. The by-laws of Amalco shall be the by-laws of the Purchaser, mutatis mutandis.

(h) Stated Capital: The stated capital of Amalco shall be equal to the stated capital of the shares of the Corporation or the Purchaser for which such shares are exchanged, as determined immediately prior to the amalgamation.

(i) Effect of Amalgamation. The provisions of Subsections 186(b), (c), (d), (e) and (f) of the CBCA shall apply to the amalgamation with the result that:

(i) all of the property of each of the Purchaser and the Corporation shall continue to be the property of Amalco;

(ii) Amalco shall continue to be liable for all of the obligations of each of the Purchaser and the Corporation;

(iii) any existing cause of action, claim or liability to prosecution of the Purchaser or the Corporation shall be unaffected;

(iv) any civil, criminal or administrative action or proceeding pending by or against the Corporation or the Purchaser may be continued to be prosecuted or against Amalco; and

(v) any conviction against, or ruling, order or judgement in favour of or against the Corporation or the Purchaser may be enforced by or against Amalco;

(j) Articles. The Articles of Arrangement are deemed to be the articles of amalgamation of Amalco, and the Certificate of Arrangement is deemed to be the certificate of amalgamation of Amalco.

(k) Shareholders Agreement. The Purchaser USA shall become the unanimous shareholders agreement of Amalco (the “Amalco USA”), mutatis mutandis, and all of the shareholders of Amalco Shares and Amalco Preferred Shares shall be deemed to be a party to the Amalco USA and the Amalco USA shall be binding on such shareholders.

2.3.6 All of the Purchaser Shares shall be transferred to Amalco in exchange for an equal number of Amalco Shares issued to the holders of the Purchaser Shares and all of the Purchaser Shares shall thereafter be cancelled and the Amalco Shares issued to such holders will be added to the register of holders of common shares of Amalco as of the Effective Date.

2.3.7 All of the Purchaser Preferred Shares shall be transferred to Amalco in exchange for an equal number of Amalco Preferred Shares issued to the holder of the Purchaser Preferred Shares and all of the Purchaser Preferred Shares shall thereafter be cancelled and the Amalco Preferred Shares issued to such holder will be added to the register of holders of preferred shares of Amalco as of the Effective Date.

2.4 Rounding of Cash Consideration.

If the aggregate cash amount which a Shareholder is entitled to receive pursuant to this Arrangement would otherwise include a fraction of $0.01, then the aggregate cash amount to which such Shareholder shall be entitled to receive shall be rounded up to the nearest whole $0.01.

2.5 Section 85 Election.

An Eligible Holder who disposes of Shares pursuant to this Plan of Arrangement for consideration of common shares of the Purchaser shall be entitled to make a joint income tax election with the Purchaser, pursuant to Section 85 of the Tax Act (and any comparable provision of any other income Tax law) (each, a “Section 85 Election”), with respect to the disposition of such Shares by providing a signed copy of the prescribed election form(s) to a representative designated by the Purchaser within 120 days of the Effective Date, duly completed with the details of the Shares disposed of, the agreed amount (which, subject to applicable Law, shall be determined at the sole discretion of the Eligible Holder), and all information pertaining to the Eligible Holder. The Purchaser shall, within 30 days after receiving a signed copy of the prescribed election form(s) from the Eligible Holder, sign, complete and return such form(s) to such Eligible Holder. Neither the Corporation, nor any of its Subsidiaries nor the Purchaser shall be responsible for the proper or timely filing of any prescribed election form, and except for the Purchaser’s obligation to sign, complete and return any prescribed election form(s) received within 120 days of the Effective Date, any taxes, interest or penalties arising as a result of any failure of the Eligible Holder to properly or timely file such prescribed election form(s) in the form and manner prescribed by the Tax Act (or any other applicable income Tax Law). Notwithstanding the foregoing, the Purchaser may, at its sole discretion, choose to sign, complete and return a prescribed election form received from an Eligible Holder more than 120 days after the Effective Date, but shall have no obligation to do so. Upon receipt of a Letter of Transmittal in which an Eligible Holder has indicated that the Eligible Holder intends to make a Section 85 Election, the Purchaser shall promptly deliver to the Eligible Holder a tax instruction letter (and a tax instruction letter for the equivalent provincial election, if applicable) containing general instructions on how to make the Section 85 Election

with the Purchaser, together with the relevant tax election form (and the provincial tax election form, if applicable).

ARTICLE 3

DISSENT RIGHTS

3.1 Dissent Rights.

3.1.1

Registered holders of Shares as of the record date of the Meeting may exercise dissent rights with respect to the Shares held by such Shareholder as of such date ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order, Final Order and this Section 3.1; provided that notwithstanding Part XV of the CBCA, the written objection to the Arrangement Resolution referred to in Subsection 190(5) of the CBCA must be received by the Corporation at its registered office no later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time) and provided that such written objection must otherwise comply with the requirements of the CBCA.

3.1.2

Dissenting Holders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 2.3.2 and, if they:

(a) are ultimately entitled to be paid by the Purchaser the fair value for such Shares to which Dissent Rights have been exercised: (i) shall be deemed not to have participated in the transactions in Article 2 (other than Section 2.3.2), (ii) shall be entitled to be paid the fair value of such Shares by the Purchaser (less any amounts withheld pursuant to Section 4.3) which fair value shall be determined as of the close of business on the day before the Arrangement Resolution was adopted, and (iii) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for such Shares to which Dissent Rights have been exercised, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and shall be entitled to receive only the Consideration per Share to which holders of Shares who have not exercised Dissent Rights are entitled under Section 2.3.3 hereof (less any amounts withheld pursuant to Section 4.3).

3.2 Recognition of Dissenting Holders.

3.2.1

In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize a Person exercising Dissent Rights: (i) unless such Person is the registered holder of the Shares in respect of which such rights are sought to be exercised as of the record date for the Meeting, (ii) if such Person has voted or instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution, or (iii) unless the Person has strictly complied with the procedures for exercising Dissent Rights and does not withdraw such dissent prior to the Effective Time.

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3.2.2 In no case shall the Corporation, the Purchaser, the Parent or any other Person be required to recognize a Dissenting Holder as a registered or beneficial owner of the Shares or any interest therein (other than the rights set out in this Section 3.2) after the completion of the transfer pursuant to Section 2.3.2 and the names of such Dissenting Holders shall be deleted from the share register of the Corporation at the same time as the event described in Section 2.3.2 occurs.

3.2.3 Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time, and shall be entitled to receive the Consideration per Share to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3.3 hereof (less any amounts withheld pursuant to Section 4.3).

3.2.4 In addition to any other restrictions in the Interim Order and under Section 190 of the CBCA, none of the following shall be entitled to Dissent Rights: (a) holders of Corporation Options, (b) Shareholders who vote or have instructed a proxyholder to vote their Shares in favour of the Arrangement Resolution, (c) the Purchaser or any of its affiliates, (d) the Parent or any of its affiliates and (e) any Person who is not a registered holder of Shares as of the record date for the Meeting.

ARTICLE 4

CERTIFICATES AND PAYMENTS

4.1 Payment of Consideration.

4.1.1 No later than three (3) Business Days prior to the Effective Date, the Purchaser shall deposit, or arrange to be deposited, for the benefit of the Shareholders (other than the Dissenting Holders and the Rollover Shareholders) and holders of Corporation Options: (a) cash with the Depositary in the aggregate amount equal to the payments in respect thereof required to be made by the Purchaser for the Shares pursuant to Section 2.3.3 which cash will be held by the Depositary in escrow as agent and nominee of the Purchaser until completion of the steps described in Sections 2.3.3, at which time such cash will be held by the Depositary in escrow as agent and nominee for such former Shareholders for distribution thereto pursuant to this Section 4.1, but in all cases subject to Section 4.3, and (b) if requested by the Corporation, cash with the Corporation as a non-interest bearing loan to the Corporation, sufficient to pay the aggregate amount payable by the Corporation to holders of Corporation Options in accordance with Section 2.3.1 (including, for greater certainty, any Taxes required under Law to be withheld and remitted in respect thereof, which shall reduce the amounts to be paid to such holders), in accordance with Section 2.3, which cash, in the case of clause (a), will be held by the Depositary, in accordance with a depositary agreement, until the completion of the steps described in Section 2.3.3, and in the case of clause (b), will be held by the Corporation, as agent and nominee for the Purchaser until the completion of the steps described in Section 2.3.1. The cash deposited with the Depositary by or on behalf of the Purchaser shall be held in a non-interest bearing account.

4.1.2 Upon surrender to the Depositary for cancellation of a certificate which immediately prior to the Effective Time represented outstanding Shares transferred pursuant to Section 2.3.3, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the former Shareholder who surrendered such surrendered certificate shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder the

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cash which such holder has the right to receive under the Arrangement for such Shares, less any amounts withheld pursuant to Section 4.3, and any certificate so surrendered shall forthwith be cancelled.

4.1.3 At, or as soon as reasonably practicable after, the Effective Time, including, if determined to be advisable by the Purchaser or the Corporation, by running a special payroll on the Effective Date, but in no event after the Corporation's next regular payroll date following the Closing, the Corporation shall deliver to each former holder of Corporation Options as reflected on the register maintained by or on behalf of the Corporation in respect of the Corporation Options through the payroll or equity plan management systems of the Corporation and its Subsidiaries and in a manner consistent with how such individuals otherwise receive payments from the Corporation, the Incentive Plan and applicable award agreements (or in such other manner as the Corporation and the Purchaser may agree with respect to the timing and manner of such delivery that is consistent with the Incentive Plan and applicable award agreements, but in any event in readily available funds), the payment, if any, which such holder of Corporation Options has the right to receive pursuant to Section 2.3.1 for such Corporation Options, less any amount withheld pursuant to Section 4.3.

4.1.4 Until surrendered as contemplated by this Section 4.1, each certificate that immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn and other than the Rollover Shares) shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate as contemplated in this Section 4.1, less any amounts withheld pursuant to Section 4.3, provided that any such certificate formerly representing such Shares not duly surrendered on or before the sixth (6th) anniversary of the Effective Date shall cease to represent a claim by or interest of any former Shareholder of any kind or nature against or in the Corporation or the Purchaser. On such date, all cash to which such former holder was entitled shall be deemed to have been surrendered to the Purchaser and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

4.1.5 Any payment made by way of cheque by the Depositary (or the Corporation, if applicable) in accordance with this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Corporation) or that otherwise remains unclaimed, in each case, on or before the fourth (6th) anniversary of the Effective Date, and any right or claim to payment hereunder that remains outstanding on the sixth (6th) 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 such payment in respect of Shares or Corporation Options in accordance with this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Corporation, as applicable, for no consideration.

4.1.6 No holder of Shares or Corporation Options shall be entitled to receive any consideration with respect to such Shares or Corporation Options other than, subject to Section 4.3, any cash payment to which such holder is entitled to receive in accordance with Section 2.3 and this Section 4.1. No dividend or other distribution declared or made after the Effective Time with respect to Shares with a record date on or after the Effective Date shall be delivered to the holder of any unsurrendered certificate which, immediately prior to the Effective Date, represented outstanding Shares.

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4.2 Lost Certificates.

In the event any certificate which immediately prior to the Effective Time represented one or more Shares that were transferred pursuant to 2.3 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and who was listed immediately prior to the Effective Time as the registered holder thereof on the share register maintained by or on behalf of the Corporation, the Depositary shall issue in exchange for such lost, stolen or destroyed certificate, a cheque (or other form of immediately available funds) representing the cash amount to which such holder is entitled to receive for such Shares under this Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall, as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct, or otherwise indemnify the Corporation and the Purchaser in a manner satisfactory to the Corporation and the Purchaser (each acting reasonably) against any claim that may be made against the Corporation or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

4.3 Withholding Rights.

Each of the Corporation, the Purchaser, the Parent, the Depositary, Amalco and any Person that makes a payment in connection with this Plan of Arrangement, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person in connection with this Plan of Arrangement, including any amounts paid to Shareholders exercising Dissent Rights and dividends and other amounts otherwise payable to any former Shareholders or holders of Corporation Options, such amounts as it is required, entitled or permitted to deduct and withhold (as determined in the good faith discretion of the relevant withholding agent) with respect to such payment under the Tax Act or any provision of any other Law in respect of Taxes and shall remit such withheld amount to the appropriate Governmental Entity. To the extent that amounts are so deducted, withheld and remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes hereof as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

4.4 No Liens.

Any exchange or transfer of securities in accordance with this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

4.5 Paramountcy.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Shares and Corporation Options issued or outstanding prior to the Effective Time; (b) the rights and obligations of the Securityholders, the Corporation, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement; and (c) 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 Shares or Corporation Options shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

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ARTICLE5 AMENDMENTS

5.1 Amendments.

5.1.1 The Corporation, the Purchaser and the Parent 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 Corporation and the Purchaser, each acting reasonably; (iii) filed with the Court and, if made following the Meeting, approved by the Court; and (iv) communicated to the Securityholders if and as required by the Court.

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

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

5.1.4 Any amendment, modification or supplement to this Plan of Arrangement may be made following the granting of the Final Order without filing such amendment, modification or supplement with the Court or seeking Court approval, provided that: (i) it concerns a matter which, in the reasonable opinion of the Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the interest of any Securityholder; or (ii) is an amendment contemplated in Section 5.1.5.

5.1.5 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 former Securityholder.

5.1.6 This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

ARTICLE6 FURTHER ASSURANCES

6.1 Further Assurances.

Notwithstanding that the transactions and events set out in this Plan of Arrangement 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 parties to the Arrangement Agreement shall make, do and execute,

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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 to further document, give effect to or evidence any of the transactions or events set out in this Plan of Arrangement or otherwise to carry out the full intent and meaning of this Plan of Arrangement.

SCHEDULE B

ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

(a) The arrangement (the "Arrangement") under Section 192 of the Canada Business Corporations Act (the "CBCA") of Titanium Transportation Group Inc. (the "Corporation"), as more particularly described and set forth in the management proxy circular of the Corporation (the "Circular") dated [●], 2026, accompanying the notice of this meeting, and as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated January 14, 2026 between Trunkeast Investments Canada Limited, TTNM Management Acquisition Limited and the Corporation (as it may from time to time be amended, modified or supplemented, the "Arrangement Agreement"), is hereby authorized, approved and adopted.

(b) The plan of arrangement of the Corporation (as it may be amended, modified or supplemented in accordance with its terms and the terms of 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.

(c) The Arrangement Agreement and related transactions, the actions of the directors of the Corporation in approving the Arrangement Agreement, the actions of the directors and officers of the Corporation in executing and delivering the Arrangement Agreement and any amendments, modifications or supplements thereto, as well as the Corporation's application for an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court"), are hereby ratified and approved.

(d) The Corporation 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.

(e) Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Corporation or that the Arrangement has been approved by the Court, the directors of the Corporation are hereby authorized and empowered to, at their discretion, without notice to or approval of the shareholders of the Corporation: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted thereby; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.

(f) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, to execute and deliver for filing with the Director under the CBCA articles of arrangement and such other documents as may be 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 articles of arrangement and any such other documents.

(g) Any officer or director of the Corporation is hereby authorized and directed, for and on behalf of the Corporation, 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 resolutions 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 CORPORATION

1. Organization and Qualification.

The Corporation is a corporation duly incorporated and validly existing under the federal laws of Canada and has all requisite corporate power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted. The Corporation is duly qualified, licensed or registered to carry on business and is in good standing in each jurisdiction in which the character of its assets and properties, owned, leased, licensed or otherwise held, or the nature of its activities makes such qualification, licensing or registration necessary, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

2. Corporate Authorization.

The Corporation has the requisite corporate power and authority to enter into this Agreement and (subject to obtaining the Required Shareholder Approval and approval of the Court) to perform its obligations under this Agreement. The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Corporation and no other corporate proceedings on the part of the Corporation are necessary to authorize the execution, delivery and performance by the Corporation of its obligations under this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby other than approval of the Circular and calling of the Meeting by the Board and receipt of the Required Shareholder Approval.

3. Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Corporation, and constitutes a legal, valid and binding agreement of the Corporation enforceable against it in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

4. Governmental Authorization.

The execution, delivery and performance by the Corporation of its obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Corporation or any of its Subsidiaries other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Director under the CBCA; (iv) filings with Securities Authorities and the TSX; (v) the Required Regulatory Approvals; and (vi) any consents, waivers, approvals, actions or filings or notifications the absence of which if not taken or made, would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect or be expected to prevent or impede or delay the completion of the Arrangement.

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No Conflict/Non-Contravention.

(a) violate, conflict with or result in a breach of the Constating Documents of the Corporation;

(b) subject to Section 4 above, violate, conflict with or result in a breach of any Law to which the Corporation is subject or by which the Corporation is bound except as would not reasonably be excepted to have a Material Adverse Effect;

(c) allow any Person to exercise any rights, require any consent of, notice to, 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 Corporation or any of its Subsidiaries are entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any Material Contract or any material Authorization to which the Corporation is a party or by which the Corporation or any of its Subsidiaries is bound, which if triggered, would reasonably be expected to have a Material Adverse Effect; or

(d) result in the creation or imposition of any Lien upon any of the Corporation's material assets or properties, except as would not be reasonably expected to have a Material Adverse Effect.

Capitalization.

(a) The authorized share capital of the Corporation consists of an unlimited number Shares without par value. As of the date of this Agreement, an aggregate of 46,650,142 Shares are issued and outstanding on a non-fully diluted basis. All outstanding Shares have been duly authorized and validly issued as fully paid and non-assessable. No Shares have been issued in violation of any pre-emptive or similar rights applicable to them.

(b) As at the date of this Agreement: there are 2,947,700 Corporation Options outstanding. Schedule C 6(b) of the Disclosure Letter sets forth, with respect to the Corporation Options outstanding as of the date of this Agreement, (A) the name of the holder of each Corporation Option; (B) the number of Shares issuable therefor; (C) the purchase price payable therefor upon the exercise of each such Corporation Option; (D) the vesting schedule with respect to the each Corporation Option, including the number of vested and unvested Corporation Options; and (E) the date on which each Corporation Option was granted. All grants of Corporation Options were validly issued in compliance with all applicable Laws in all material respects.

(c) Except as disclosed in Schedule C 6(b) of the Disclosure Letter and the Corporation Options described above, there are no puts, calls, options, warrants, conversion rights or privileges, equity or equity-based awards, purchase rights, subscription rights, exchange rights, pre-emptive rights, phantom equity, equity appreciation, restricted stock, profit participation or other rights, agreements or

commitments of any character whatsoever requiring or which may require the issuance, sale or transfer by the Corporation or any of its Subsidiaries of shares or other securities of the Corporation or any of its Subsidiaries or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire any shares or other securities of the Corporation or any of its Subsidiaries. There are no outstanding notes, bonds, debentures or other evidences of indebtedness of the Corporation having the right to vote (or that are convertible for or exercisable into securities having the right to vote) with the holders of the Shares on any matter.

(d) There are no obligations of the Corporation to repurchase, redeem or otherwise acquire any securities of the Corporation or qualify securities for public distribution in Canada or elsewhere.

Shareholders’ and Similar Agreement.

To the knowledge of the Corporation, other than the Voting Support Agreements, neither the Corporation nor any of its Subsidiaries is subject to, or affected by, any unanimous shareholders agreement other than as between the Corporation and any of its Subsidiaries and is not a party to any shareholder, pooling, voting, or other similar arrangement or agreement relating to the ownership or voting of any of the securities of the Corporation or of any of its Subsidiaries other than as between the Corporation and any of its Subsidiaries.

Subsidiaries.

(a) Schedule C 8(a) of the Disclosure Letter contains a complete list of all Subsidiaries in which the Corporation owns or controls, directly or indirectly, any equity or proprietary interest.

(b) Each Subsidiary of the Corporation is a corporation or company duly incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation, amalgamation, constitution or formation, as the case may be, and has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) The Corporation is, directly or indirectly, the registered and beneficial owner of 100% of the outstanding shares or other equity interests of each Subsidiary of the Corporation, free and clear of any Liens (other than Permitted Liens) and all such shares or other equity interests so owned by the Corporation have been duly authorized and validly issued, as fully paid and non-assessable, and no such shares or other equity interests have been issued in violation of any Law or any pre-emptive or similar rights.

(d) Except for the shares or other equity interests owned by the Corporation in any Subsidiary, the Corporation does not own, beneficially or of record, any equity interests of any kind in any other Person.

Securities Law Matters.

(a) The Corporation is a “reporting issuer” under Securities Laws in each of the provinces of Canada (except Quebec) and is not on the list of reporting issuers in

default under the Securities Laws of such provinces. Neither the Corporation nor any of the Subsidiaries of the Corporation is subject to any other continuous or periodic or other disclosure requirements under any securities laws in any other jurisdiction.

(b) The Shares are listed and posted for trading on the TSX. The Corporation is not in default of any requirements of any Securities Laws or the rules and policies of the TSX, except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(c) As of the date of this Agreement, the Corporation has not taken any action to cease to be a reporting issuer in any province of Canada, nor has the Corporation received notification from any Securities Authority seeking to revoke the reporting issuer status of the Corporation. To the knowledge of the Corporation, no delisting, suspension of trading or cease trade or other order or restriction with respect to any securities of the Corporation is pending or has been threatened, and, to the knowledge of the Corporation, the Corporation is not subject to any formal audit, review, enquiry, investigation or other proceeding relating to any such order by any Securities Authority or the TSX.

(d) The Corporation has filed all forms, reports, schedules, statements and other documents required to be filed under Securities Laws with any Securities Authority since January 1, 2025. The documents comprising the Corporation Filings, 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 filing), complied as filed in all material respects with Law and did not contain any misrepresentation.

(e) The Corporation has not filed any confidential material change report (which at the date of this Agreement remains confidential) with any Securities Authority.

Compliance with Laws.

To the knowledge of the Corporation, the Corporation is, and since January 1, 2025, has been, in compliance with Law in all material respects. To the knowledge of the Corporation, since January 1, 2025 the Corporation has not been under any audit or investigation with respect to, or has received written notice of, or has been charged with, or threatened to be charged with, any violation or alleged violation of any Law in any material respect.

Authorizations and Licenses.

To the knowledge of the Corporation:

(a) the Corporation is in compliance with all material Authorizations that are required by Law in connection with the operation of the business of the Corporation as presently conducted, or in connection with the current ownership, operation or use of the assets of the Corporation;

(b) no action or proceeding is in progress or threatened and the Corporation has not received any written notice of revocation, non-renewal of, or material amendments to, any such material Authorization, or of the intention of any Governmental Entity to revoke, refuse to renew or materially amend any such Authorization; and

(c) each material Authorization is valid and in full force and effect, and is renewable by its terms or in the Ordinary Course.

12. Financial Advisor Opinion.

The Special Committee has received the Financial Advisor Opinion, conclusions of which have been communicated to the Purchaser and the Parent and true and complete copies of which, when executed and delivered in writing, will be made available to the Purchaser and the Parent, and the Financial Advisor Opinion has not been withdrawn or modified.

13. Brokers.

Except as disclosed in Schedule C 13 of the Disclosure Letter, no investment banker, broker, finder, financial advisor or other intermediary has been retained by or is authorized to act on behalf of the Corporation or any of its Subsidiaries and is entitled to any fee, commission or other payment from the Corporation or any of its Subsidiaries in connection with the Arrangement or any other transaction contemplated by this Agreement other than fees payable to legal counsel and in connection with the delivery of the Financial Advisor Opinion.

14. Board and Special Committee Approval.

(a) As of the date hereof, the Special Committee, after consultation with legal and financial advisors, has unanimously recommended that the Board approve the Arrangement and that the Shareholders vote in favour of the Arrangement Resolution.

(b) As of the date hereof, the Board, having received the unanimous recommendation of the Special Committee and after consultation with legal and financial advisors, has unanimously (with interested directors abstaining): (i) determined that the Consideration to be received by Shareholders is fair, from a financial point of view, to such Shareholders (other than the Rollover Shareholders) and the Arrangement is in the best interests of the Corporation; (ii) resolved to unanimously recommend that the Shareholders vote in favour of the Arrangement Resolution; and (iii) authorized the entering into of this Agreement and the performance by the Corporation of its obligations under this Agreement, and no action has been taken to amend or supersede such determinations, resolutions or authorizations.

15. Material Contracts.

To the knowledge of the Corporation:

(a) Except as disclosed in Schedule C 15(a) of the Disclosure Letter, each Material Contract is in full force and effect and is a legal, valid and binding obligation of the Corporation or a Subsidiary, as applicable, enforceable against it in accordance with its terms, and, to the knowledge of the Corporation, is a legal, valid and binding obligation of the other party to such Material Contract, enforceable against it in accordance with its terms, subject, in each case, to any limitation on enforcement under Law relating to (i) bankruptcy, winding-up, insolvency, arrangement, reorganization or other Law of general application affecting the enforcement of creditors' rights; (ii) customary enforceability issues arising in connection with employment agreements; and (iii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

(b) Except as disclosed in Schedule C 15(b) of the Disclosure Letter, none of the Corporation or any of its Subsidiaries has received from any other party to a Material Contract, any written notice of any material breach or material default

under any such Material Contract, nor does the Corporation 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.

(c) Except as disclosed in Schedule C 15(c) of the Disclosure Letter, none of the Corporation nor any of its Subsidiaries has received any written notice that any party to a Material Contract intends to cancel, terminate or otherwise modify or not renew such Material Contract and, to the knowledge of the Corporation, no such action has been threatened.

Litigation.

Except as disclosed in the Corporation Filings, there are no actions, suits, charges, claims, arbitrations, notices of non-compliance or violation, investigation or proceedings, at law or in equity, by any Person (including the Corporation or any of its Subsidiaries), nor any arbitration, administrative or other proceeding by or before (or to the knowledge of the Corporation any investigation or audit by) any Governmental Entity, current, pending, or, to the knowledge of the Corporation, threatened against or affecting the Corporation, any of its Subsidiaries or any of their respective officers or directors (in their capacity as such), or affecting any of their respective properties or assets that if determined adverse to the interests of the Corporation or its Subsidiaries, would have a Material Adverse Effect, and, to the knowledge of the Corporation, are there are no facts or circumstances that would reasonably be expected to give rise to any such matters which would reasonably be expected to individually or in the aggregate have a Material Adverse Effect.

Financial Statements.

(a) The Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations, comprehensive income, shareholders' equity and cash flow of the Corporation and its Subsidiaries, respectively, as at the dates and for the periods indicated. Such Financial Statements have been prepared in conformity with IFRS on a basis consistent throughout the periods indicated and are in accordance with the Books and Records of the Corporation and its Subsidiaries.

(b) None of the Corporation or any of its Subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise), except (i) liabilities that are specifically reflected and adequately reserved against in the Financial Statements, (ii) liabilities incurred in the Ordinary Course since December 31, 2024 or in connection with this Agreement (including transaction expenses) or (iii) liabilities that would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect to the Corporation.

(c) The Corporation and its Subsidiaries, taken as a whole, have established and maintain "disclosure controls and procedures" and "internal control over financial reporting" (each as defined in NI 52-109) to the extent required by NI 52-109 and Securities Laws, and, as of the date hereof, the Corporation does not have knowledge, and has not been advised by its auditors, of any "material weakness" (as defined in NI 52-109) and are reasonably designed and are sufficient to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.

(d) Except as described in the Financial Statements and except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect to the Corporation, there has been no material change in the Corporation's accounting policies, methods or principles, since December 31, 2024.

(e) To the knowledge of the Corporation, none of the Corporation, any of its Subsidiaries, or any of their respective Representatives 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 material complaint, allegation, assertion, or claim that the Corporation 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.

Absence of Certain Changes.

To the knowledge of the Corporation, since December 31, 2024, other than the transactions contemplated by or related to this Agreement, the Corporation and its Subsidiaries have conducted their respective businesses, in all material respects, in the Ordinary Course.

Related Party Transactions.

To the knowledge of the Corporation:

(a) Except as disclosed in Schedule C 19 of the Disclosure Letter, neither the Corporation nor any of its Subsidiaries is indebted to or has entered into any arrangements with any director, officer, or employee of the Corporation or any of its Subsidiaries or any of their respective affiliates or associates (except for amounts due in the Ordinary Course or pursuant to any Law or Contract such as salaries, bonuses, director's fees or the reimbursement of Ordinary Course expenses) (each such arrangement being a "Related Party Contract").

(b) Except as disclosed in Schedule C 19 of the Disclosure Letter, there are no Contracts (other than the Voting Support Agreement or employment arrangements) with, or advances, loans, guarantees, liabilities or other obligations to, on behalf or for the benefit of, any officer or director of the Corporation or any of its Subsidiaries, or any of their respective affiliates or associates, including any put rights or call rights of any kind, whether or not for the benefit of the Corporation or any of its Subsidiaries as would reasonably be expected to be, individually or in the aggregate, material to the Corporation and its Subsidiaries.

Taxes.

To the knowledge of the Corporation:

(a) Except as disclosed in Schedule C 0 of the Disclosure Letter, all material Tax Returns of the Corporation and its Subsidiaries required by Law to be filed in any jurisdiction have been filed (taking into account any applicable extensions), and all such Tax Returns are true, correct, complete and accurate in all material respects.

(b) The Corporation and each of its Subsidiaries has properly withheld or collected and remitted all material Taxes required to be withheld or collected and remitted by it to the appropriate Governmental Entity when required by Law to do so. The Corporation and its Subsidiaries, to the extent applicable, have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other Taxes payable by it in respect of its employees, agents and consultants, as applicable, and has remitted such amounts to the appropriate Governmental Entity within the time required under applicable Laws.

(c) All material Tax liabilities required to be provided for in accordance with IFRS are adequately provided for in the Financial Statements. The Corporation and each of its Subsidiaries has not incurred any material liability for Taxes other than those provided for in the Financial Statements and those arising in the Ordinary Course since the date of the Financial Statements.

(d) Except as disclosed in Schedule C 20(d) of the Disclosure Letter, no audit, action, investigation, deficiencies, litigation, proposed adjustments or matters in controversy exist or have been asserted with respect to any material amount of Taxes of the Corporation or any of its Subsidiaries (or any such Taxes for which the Corporation or its Subsidiaries are liable), and neither the Corporation, nor any of its Subsidiaries, is a party to any material action or proceeding for assessment or collection of Taxes and no such event has been asserted in writing or, to the knowledge of the Corporation, threatened against the Corporation or any of its Subsidiaries.

(e) No Governmental Entity of a jurisdiction where the Corporation or one of its Subsidiaries, as applicable, does not file a Tax Return has made a claim in writing to the Corporation or the particular Subsidiary, as the case may be, that the Corporation or the particular Subsidiary, as applicable, is subject to Tax or required to file Tax Returns in such jurisdiction.

(f) None of the Corporation or its Subsidiaries (i) is a party to, bound by, or obligated under any Tax allocation, indemnity, or sharing contract or arrangement, or (ii) is liable for the Taxes of any other Person as a transferee or successor, by contract or otherwise, including under section 191.3 of the Tax Act, other than, (i) contracts or arrangements solely among the Corporation and its Subsidiaries or (ii) commercial contracts or arrangements entered into in the Ordinary Course the primary subject of which is not Taxes.

(g) Neither the Corporation nor any Subsidiary has acquired property from a Person in circumstances that would result in the Corporation or such Subsidiary, as applicable, becoming liable to pay Taxes of such Person under section 160 of the Tax Act (or comparable provisions of any other applicable Law).

(h) The terms and conditions made or imposed in respect of every transaction (or series of transactions) between (A) the Corporation or its Subsidiaries and (B) any Person resident in a different country or jurisdiction from such Corporation or Subsidiary, as applicable, that is not dealing at arm's length (each within the meaning of the Tax Act) with the Corporation or its Subsidiaries, as applicable, do not differ from those that would have been made between Persons dealing at arm's length (within the meaning of the Tax Act). Each of the Corporation and its

Subsidiaries, as applicable, has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act.

(i) None of the Corporation or any of the Subsidiaries has ever had an obligation to file an information return pursuant to (i) sections 237.3, 237.4 or 237.5 of the Tax Act, or sections 1079.8.5 or 1079.8.6 of the Taxation Act (Quebec).

(j) The Corporation and each of its Subsidiaries have kept all records and supporting documents required by applicable Laws and regulations in respect of Taxes in accordance with such Laws and regulations in all material respects.

21. Employee Matters.

To the knowledge of the Corporation:

(a) Each Employee Plan has, as applicable, been registered and funded in accordance with the requirements of applicable Law in all material respects. Each Employee Plan is and has been established in accordance with applicable Law, and has, in all material respects, been maintained, operated and administered in accordance with its terms and with the requirements of applicable Law.

(b) Except as disclosed in Schedule C 21(b) of the Disclosure Letter, (i) except as would not be reasonably expected to result in a material liability, each of the Corporation and its Subsidiaries is, and since January 1, 2025 has been, in compliance in with all applicable Laws respecting terms and conditions of employment, including with respect to health and safety, wages and hours overtime human rights, pay equity, and there are no outstanding claims, written complaints, investigations or orders with respect to the Corporation and its Subsidiaries under any such Laws and to the knowledge of the Corporation there is no basis for such claim; and (ii) except as would not result in a material liability to the Corporation or any of its Subsidiaries, the Corporation and each of its Subsidiaries has fully and timely paid all wages, salaries, wage premiums, commissions, bonuses, severance and termination payments, fees and other compensation that has come due and payable to Corporation Service Providers and their former employees and independent contractors.

(c) Except as would not be reasonably expected to result in a material liability, there are no charges or citations pending or investigations for violations open under applicable occupational health and safety legislation ("OHSA") in respect of the Corporation. Except as would not be reasonably expected to result in a material liability, the Corporation has complied in all respects with any orders issued under OHSA and there are no appeals of any orders under OHSA currently outstanding.

22. Property.

To the knowledge of the Corporation:

(a) The Corporation and its Subsidiaries have, but without any representation or warranty whatsoever, (i) registered title to the Owned Real Property and (ii) valid leases in the Leased Real Property, in each case, free and clear of all Liens other than Permitted Liens. The Owned Real Property and the Leased Real Property constitute all interests in real property currently used or currently held for use in

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connection with the business of the Corporation and its Subsidiaries in the Ordinary Course.

(b) Neither the Corporation nor any of its Subsidiaries owns, occupies or leases any real property or is party to, or under any agreement to become party to, any lease with respect to real property except for the Leased Real Property and Real Property Leases, and the Owned Real Property. With respect to each of the premises comprising the Owned Real Property and the Leased Real Property, the Corporation and/or its Subsidiaries occupy such premises, but without any representation or warranty whatsoever, have the right to occupy, possess and use such premises and each Real Property Lease is in full force and effect without amendment.

(c) With respect to all leases, all subleases, licenses, amendments, extensions, renewals, and other material agreements related to each Leased Real Property (the "Real Property Leases"):

(i) such Real Property Lease is a legal, valid and binding obligation of the Corporation or one of its Subsidiaries, is enforceable against the Corporation or such Subsidiary and is enforceable against the other party thereto in accordance with its terms (except to the extent that enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally, and (ii) general principles of equity, regardless of whether enforceability is considered in a proceeding in equity or at law);

(ii) as of the date hereof, (a) each Real Property Lease is in good standing in all material respects, (b) no event, occurrence, condition or act has occurred nor do any circumstances exist that, with or without the delivery of notice, passage of time, or both, would constitute a material breach, violation or default under any Real Property Lease, and (c) neither the Corporation nor any of its Subsidiaries has sent nor received any written notice alleging any material violation or default by the Corporation or any of its Subsidiaries or any other party under any Real Property Lease in the last two (2) years;

(iii) no other party to any of the Real Property Leases is in material default thereof or has exercised any termination rights with respect thereto;

(d) Except as disclosed in Schedule C 22(d) of the Disclosure Letter, neither the Corporation nor any of its Subsidiaries has granted any written or oral agreement to lease, sublease, assign, transfer, convey any interest in, or collaterally assign or grant any other security interest in or otherwise granted to any Person the right to use, possess or occupy any Owned Real Property or Leased Real Property or any portion thereof.

(e) No Person has an outstanding option, right of first offer, right of first refusal or any other similar right in favour of any Person to purchase or otherwise acquire the Corporation's or a Subsidiary's freehold interest in any of the Owned Real Property or leasehold interest in any of the Leased Real Property.

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Assets.

To the knowledge of the Corporation:

(a) The Corporation and its Subsidiaries is the sole legal and beneficial and (where its interests are registrable) the sole registered owner of all of its material properties and assets (other than the Leased Real Property), including all the material properties and assets reflected as being owned by the Corporation and its Subsidiaries in its financial Books and Records, with registered title, free and clear of all Liens other than Permitted Liens.

(b) The material Tangible Personal Property is in good operating condition and repair, having regard to its use and age, in all material respects. None of such material Tangible Personal Property is in need of maintenance or repairs except for routine maintenance and repairs in Ordinary Course that are not material in nature or cost.

Insurance.

To the knowledge of the Corporation:

(a) Each material insurance policy of the Corporation and its Subsidiaries is currently valid and binding and is in full force and effect in all material respects. Furthermore, since January 1, 2025 through the date of this Agreement, (i) the Corporation and its Subsidiaries have not received any written or oral notice of cancellation or non-renewal of any such policy or arrangement, other than in connection with the normal renewal process, nor is the termination of any such policies, to the knowledge of the Corporation, threatened; and (ii) there is no material claim pending under any of such policies or arrangements as to which coverage has been denied or disputed by the underwriters of such policies or arrangements.

(b) Neither the Corporation nor any of its Subsidiaries is in material default with respect to its obligations under any of its material insurance policies currently in effect.

Anti-Money Laundering, Anti-Corruption and Sanctions.

To the knowledge of the Corporation:

(a) The Corporation's business is, and at all times has been in the past five (5) years, conducted in compliance in all material respects with the requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and any other domestic or foreign anti-money laundering and terrorist financing Laws to which the Corporation or any of its Subsidiaries are subject (collectively, "AML Laws") and no action, suit or proceeding by or before any court or Governmental Entity involving the Corporation or any of its Subsidiaries with respect to the AML Laws is pending or threatened.

(b) None of the Corporation or its Subsidiaries nor any director, officer, broker, employee, affiliate or other agent of the Corporation acting in any capacity in connection with the Arrangement and the other transactions contemplated hereby has been in the last five (5) years or is currently subject to any economic or financial sanctions or trade embargoes imposed, authorized, administered or enforced by the Government of Canada or any other applicable sanctions authority, other than any laws, sanctions or trade embargoes of general

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applicability, or has acted, whether directly or indirectly, in violation of any such sanctions.

26. Environmental Laws.

Except for such matters as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Effect:

(a) To the knowledge of the Corporation, since January 1, 2025, the Corporation has not been in violation of or has taken any action that reasonably would be expected to result in a claim under or violation of, resulting from a release of Hazardous Materials, any applicable Law relating to pollution and the protection of the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), natural resources or plant or animal life, including Laws relating to the release or threatened release of or exposure to pollutants, regulated substances, contaminants, wastes, toxic substances, or hazardous substances (including petroleum or petroleum products, asbestos, noise, radiation, odor, mold, and per- and polyfluoroalkyl substances) (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling, management, mitigation or remediation of Hazardous Materials (collectively, "Environmental Laws"), (ii) there are no pending or, to the knowledge of the Corporation threatened, and since January 1, 2025 (or earlier to the extent unresolved) have not been any, administrative, regulatory, quasi-criminal or judicial actions, suits, demands, demand letters, claims, Liens, notices of non-compliance or violation, investigation or regulatory proceedings relating to any Environmental Laws against the Corporation or its officers or directors, and (iii) to the knowledge of the Corporation, neither the Corporation nor any Person whose liability has been contractually assumed or undertaken by the Corporation has treated, stored, disposed of, arranged for or permitted the disposal of, transported, any Hazardous Materials except in compliance with Environmental Laws.

27. Intellectual Property, Technology and Privacy.

To the knowledge of the Corporation:

(a) Neither the operation of the businesses of the Corporation and its Subsidiaries as currently conducted nor any Intellectual Property has infringed, misappropriated, violated or otherwise conflicted or does infringe, misappropriate, violate or otherwise conflict, with any Intellectual Property of any other Person in any material respect, and there is no bona fide basis for any such claims and no such claims have been made or threatened by any Person.

(b) The Corporation and, each of its Subsidiaries have: (i) implemented and maintained commercially reasonable and appropriate administrative, physical and technical safeguards ("Security Safeguards") designed to protect the Personal Information Processed by the Corporation or any of its Subsidiaries (or on their behalf) from loss, theft and unauthorized access, disclosure, copying, use and modification; and (ii) taken commercially reasonable steps directed to ensuring that any third party with access to any Personal Information collected by or on behalf of the Corporation or any of its Subsidiaries has implemented and maintains the same. Such Security Safeguards comply, and have since January 1, 2025 complied, with the Data Security Requirements in all material respects.

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(c) Since January 1, 2025 there has been no material cybersecurity breach of any Computer System of the Corporation or any of its Subsidiaries that has caused a material disruption to the operation of the business of the Corporation or any of its Subsidiaries.

(d) The Corporation and its Subsidiaries are, and for the past three (3) years have been, in material compliance with CASL in respect of commercial electronic messages sent by or on behalf of the Corporation or its Subsidiaries. Neither the Corporation nor its Subsidiaries have received any written complaints from any Person pertaining to compliance with CASL.

Auditor and Transfer Agent.

(a) The Corporation's auditors, KPMG LLP, are independent public accountants as required under Securities Laws and there has not been any disagreement (within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations) with the present or any former auditors of the Corporation.

(b) TSX Trust Company is the duly appointed registrar and transfer agent for the Shares.

SCHEDULE D
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND THE PARENT

Organization and Qualification.

The Purchaser and the Parent are each duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and have all requisite power and authority to own, lease and operate its assets and properties and conduct its business as now owned and conducted, except as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby.

Corporate Authorization.

The Purchaser and the Parent have the requisite corporate power and authority to enter into and perform its obligations under this Agreement. The execution, delivery and performance by the Purchaser and the Parent of their respective obligations under this Agreement and the consummation of the Arrangement and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Purchaser and the Parent and no other corporate proceedings on the part of the Purchaser or the Parent are necessary to authorize the execution and delivery by it of this Agreement or the consummation of the Arrangement and the other transactions contemplated hereby.

Execution and Binding Obligation.

This Agreement has been duly executed and delivered by the Purchaser and the Parent and constitutes or will constitute, as applicable, a legal, valid and binding agreement of the Purchaser and the Parent enforceable against the Purchaser and the Parent in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction.

Voting Supporting Agreements and Rollover Agreements.

Each of the Voting Support Agreements and Rollover Agreements signed by the Purchaser, the Parent, the Rollover Shareholders and their respective associates and affiliates, true and correct copies of which have been provided to the Corporation by the Purchaser, constitutes a legal, valid and binding agreement enforceable by the Purchaser or the Parent, as applicable, in accordance with its terms subject only to any limitation on enforcement under Laws relating to (i) bankruptcy, winding-up, insolvency, reorganization, arrangement or other Law affecting the enforcement of creditors' rights generally and (ii) the discretion that a court may exercise in the granting of extraordinary remedies such as specific performance and injunction. To the knowledge of the Purchaser, other than as set forth in this Agreement and the Plan of Arrangement, no Rollover Shareholder has any material interest, direct or indirect, in the Arrangement, and there are no other agreements, arrangements or understandings in respect of the Arrangement among the Purchaser, the Parent and/or one or more of their respective Affiliates, on the one hand, and any securityholder of the Corporation or any of its Affiliates, on the other hand.

Rollover Shares.

To the knowledge of the Purchaser, Schedule E to this Agreement contains a true and accurate description of the Rollover Shares and the Rollover Shareholders. As at the date hereof, neither the Purchaser, the Parent, nor any of their affiliates or any Person acting jointly or in concert with

them, beneficially owns or exercises control or direction over any securities of the Corporation, except as described in Schedule E.

6. Governmental Authorization.

The execution, delivery and performance by the Purchaser and the Parent of their respective obligations under each of this Agreement, and the consummation by the Purchaser and the Parent of the Arrangement and the transactions contemplated hereby, do not require any Authorization or other action by or in respect of, or filing, recording, registering or publication with, or notification to, any Governmental Entity by the Purchaser or the Parent other than: (i) the Interim Order and any filings required in order to obtain, and approvals required by, the Interim Order; (ii) the Final Order, and any filings required in order to obtain the Final Order; (iii) filings with the Director under the CBCA; (iv) filings with Securities Authorities and the TSX; (v) the Required Regulatory Approvals; and (vi) any consents, waivers, approvals, actions or filings or notifications the absence of which would not, individually or in the aggregate, materially impede the ability of the Purchaser to consummate the Arrangement and the transactions contemplated hereby.

7. Non-Contravention.

The execution, delivery and performance by the Purchaser and the Parent of their respective obligations under this Agreement and the consummation of the transactions contemplated hereby 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):

(a) contravene, conflict with, or result in any violation or breach of the organizational documents of the Purchaser or the Parent; or
(b) assuming compliance with the matters referred to in paragraph 4 above, contravene, conflict with or result in a violation or breach of Law except as would not, individually or in the aggregate, materially impede the ability of the Purchaser or the Parent to consummate the Arrangement and the transactions contemplated hereby.

8. Litigation.

There are no claims, actions, suits, arbitrations, inquiries, investigations or proceedings pending, or, to the knowledge of the Purchaser and the Parent threatened, against or relating to the Purchaser or the Parent before any Governmental Entity, nor is the Purchaser or the Parent subject to any outstanding judgment, order, writ, injunction or decree that, either individually or in the aggregate, would reasonably be expected to prevent or materially delay consummation of the Arrangement or the transactions contemplated hereby.

9. Certain Arrangements.

Except for the Voting Support Agreements, the Rollover Agreements and as disclosed in Section 9 of the Purchaser Disclosure Letter, there are no contracts, undertakings, commitments, arrangements or understandings, whether written or oral, between the Purchaser, the Parent or any of their respective affiliates, on the one hand, and any beneficial owner of outstanding Shares, any member of the Corporation's management or the Board of Directors or any "related party" of the Corporation or any of its "affiliated entities" (in each case within the meaning of MI 61-101), or any third party, on the other hand, relating in any way to the Corporation, the Corporation's

securities, the Corporation's assets, the transactions contemplated by this Agreement, the Plan of Arrangement or the Arrangement Resolution.

10. Financial Capacity.

The Parent has, and the Purchaser will have at the Effective Time, sufficient funds available to satisfy the aggregate consideration payable by the Purchaser pursuant to the Plan of Arrangement in accordance with the terms of this Agreement and the Plan of Arrangement.

11. Investment Canada Act

The Purchaser is not a non-Canadian within the meaning of the Investment Canada Act or is a WTO Investor or Trade Agreement Investor within the meaning of the Investment Canada Act.

12. Collateral Benefits

To the knowledge of the Purchaser, (a) no "related party" of the Corporation (within the meaning of MI 61-101) is entitled to receive a "collateral benefit" (within the meaning of such instrument) as a consequence of the transactions contemplated by this Agreement, and (b) no Shares are required by MI 61-101 to be excluded from voting on the Arrangement.

SCHEDULE E

ROLLOVER SHAREHOLDERS

Each of the Parent and enumerated Other Bidding Group Members referenced below are Rollover Shareholders that have undertaken to proceed with a rollover in accordance with the Plan of Arrangement and are included in the definition of "Rollover Shareholders".

The Parent holds 10,967,282 Shares.

The Other Bidding Group Members are:

Shareholder Name	Shares Held
Vic De Zen	14,000
1983173 Ontario Limited	585,000
Angelina De Zen	365,000
De Zen Investments Canada Limited	478,205
Vic and Angelina De Zen	367,700
James Di Giorgio	[Redacted - Commercially Sensitive Information]
ZZEN Group of Companies Limited	50,000
Sergio De Zen	[Redacted - Commercially Sensitive Information]
Sydney De Zen	[Redacted - Commercially Sensitive Information]
Colby De Zen	[Redacted - Commercially Sensitive Information]
Brittany De Zen-Martins	[Redacted - Commercially Sensitive Information]
Luciano Galasso	150,000
Donna Galasso	[Redacted - Commercially Sensitive Information]
Fortunato Bordin in Trust	[Redacted - Commercially Sensitive Information]
James De Zen Family Trust #1	[Redacted - Commercially Sensitive Information]
Ke Zhong	[Redacted - Commercially Sensitive Information]
Ted Daniel	3,397,123
Carmine Imbrogno	[Redacted - Commercially Sensitive Information]
Alex Fu	115,391

Redaction explanatory note: The aggregate number of Shares held by the "Other Bidding Group Members" is 12,577,301.

Any officer, director or key employee of the Corporation who is invited by the Purchaser, during the interim period, to roll over their Shares and who agrees to roll over all or part of his or her Shares will be included in the definition of "Rollover Shareholders".

The number of Shares that each Rollover Shareholder shall elect to transfer to the Purchaser at the Effective Time shall be the number of "Rollover Shares" held by such Rollover Shareholder, it being understood that such number may represent all or a portion of the Shares held as of the date hereof by such Rollover Shareholder.

The aggregate number of Rollover Shares held by the Rollover Shareholders (other than the Shares held by the Parent and the Other Bidding Group Members) shall not exceed 5% of the total issued and outstanding Shares of the Corporation as of the date thereof.

AI assistant

Titanium Transportation Group Inc. — M&A Activity 2026

43029_rns_2026-01-26_3079bc49-0ce1-4457-ab74-0aa26885ecb7.pdf

TRUNKEAST INVESTMENTS CANADA LIMITED

TTNM MANAGEMENT ACQUISITION LIMITED

TITANIUM TRANSPORTATION GROUP INC.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

ARRANGEMENT AGREEMENT

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

1.2 Certain Rules of Interpretation

1.3 Schedules

1.4 Disclosure Letter

1.5 Actions and Omissions by Rollover Shareholders.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 The Meeting

2.4 The Circular

2.5 Final Order

2.6 Court Proceedings

2.7 Incentive Plans

2.8 Articles of Arrangement and Effective Date

2.10 Withholding Rights

2.11 Guarantee

ARTICLE 3

REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Corporation

3.2 Representations and Warranties of the Purchaser and the Parent

ARTICLE 4

COVENANTS

4.1 Conduct of Business of the Corporation

4.2 Covenants of the Corporation Regarding the Arrangement.

4.3 Covenants of the Purchaser and the Parent Regarding the Arrangement

4.4 Regulatory Approvals

4.5 Access to Information; Confidentiality

4.6 Privacy Matters

4.8 Notice and Cure Provisions

4.9 Insurance and Indemnification; Director and Officer Matters

4.11 TSX Delisting and Cease to be Reporting Issuer

ARTICLE 5

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals.

5.3 Responding to an Acquisition Proposal.

5.4 Right to Match.

ARTICLE 6

CONDITIONS

6.1 Mutual Conditions Precedent.

6.1.1 Arrangement Resolution.

6.1.2 Interim and Final Order.

6.1.3 Illegality.

6.1.4 Required Regulatory Approvals.

6.1.5 Articles of Arrangement.

6.2 Additional Conditions Precedent to the Obligations of the Purchaser and the Parent

6.2.1 Representations and Warranties.

7.3 Effect of Termination/Survival

7.4 Termination Fee

ARTICLE 8

8.1 Amendments

8.2 Notices

8.5 Third Party Beneficiaries

8.6 Waiver

8.7 Entire Agreement

8.8 Successors and Assigns

8.9 Severability

8.10 Governing Law

8.11 Rules of Construction

8.12 Counterparts

TRUNKEAST INVESTMENTS CANADA LIMITED

TTNM MANAGEMENT ACQUISITION LIMITED

TITANIUM TRANSPORTATION GROUP INC.

1.2 Certain Rules of Interpretation.

2.4 Rounding of Cash Consideration.

2.5 Section 85 Election.

ARTICLE 3

DISSENT RIGHTS

3.1 Dissent Rights.

3.1.1

3.1.2

Titanium Transportation Group Inc. M&A Activity 2026