Execution Version - Redacted

STOCK PURCHASE AGREEMENT

Dated as of December 7, 2025

by and between

TRANSCONTINENTAL INC.,

TRANSCONTINENTAL PRINTING INC.

and

PROAMPAC HOLDINGS INC.

Page

ARTICLE I. DEFINITIONS

2
- Section 1.01 Definitions 2
- Section 1.02 Interpretative Matters; Seller Disclosure Schedules 29

ARTICLE II. PURCHASE AND SALE; PURCHASE PRICE

31
- Section 2.01 Purchase and Sale 31
- Section 2.02 Purchase Price 32
- Section 2.03 Payment of Closing Repayment Debt at Closing 32
- Section 2.04 Purchase Price Adjustments 32
- Section 2.05 Final Adjustment Purchase Price Allocation 37
- Section 2.06 Intercompany Liabilities 37
- Section 2.07 Withholding 37
- Section 2.08 Section 338 Election 38

ARTICLE III. CLOSING

38
- Section 3.01 Closing 38
- Section 3.02 Closing Deliverables and Closing Actions 38

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER

40
- Section 4.01 Existence and Power of Seller and the Target Companies 40
- Section 4.02 Authority and Enforceability 41
- Section 4.03 Capital Structure of the Target Companies 41
- Section 4.04 Governmental Authorization 42
- Section 4.05 Non-Contravention 42
- Section 4.06 Sufficiency of Assets 43
- Section 4.07 Financial Statements; No Undisclosed Liabilities; Inventory; Accounts Receivable; Accounts Payable and Accrued Expenses 43
- Section 4.08 Absence of Certain Changes 45
- Section 4.09 Material Contracts 45
- Section 4.10 Property 48
- Section 4.11 Litigation 50
- Section 4.12 Licenses and Permits; Compliance with Laws 50
- Section 4.13 Regulatory Matters 50
- Section 4.14 Environmental Matters 51
- Section 4.15 Intellectual Property 52
- Section 4.16 Business Systems 54
- Section 4.17 Taxes 54
- Section 4.18 Labor and Employment Matters 58
- Section 4.19 Employee Benefit Matters 60
- Section 4.20 Insurance 64
- Section 4.21 Product Warranties; Liabilities 64
- Section 4.22 Affiliated Transactions 64
- Section 4.23 Customers and Suppliers 65
- Section 4.24 Brokers Fees 65
- Section 4.25 No Other Representations or Warranties 65

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

65
- Section 5.01 Existence and Power of Buyer Entities 66
- Section 5.02 Authority and Enforceability 66

Section 5.03 Governmental Authorization ...66
Section 5.04 Non-Contravention ...66
Section 5.05 Litigation ...67
Section 5.06 Brokers Fees ...67
Section 5.07 Financial Ability ...67
Section 5.08 Investigation ...69
Section 5.09 Investment ...69
Section 5.10 No Vote/Approval Required ...70
Section 5.11 No Other Representations or Warranties ...70

ARTICLE VI. COVENANTS AND AGREEMENTS ...70

Section 6.01 Closing Conditions ...70
Section 6.02 Pre-Closing Reorganization & Indemnified Tax Matters ...71
Section 6.03 Company Shareholders Meeting; Company Circular ...73
Section 6.04 Acquisition Proposals ...74
Section 6.05 Conduct of Business ...79
Section 6.06 Financing ...83
Section 6.07 Cooperation with Financing ...86
Section 6.08 Access to Information ...89
Section 6.09 Related Party Agreements ...91
Section 6.10 Confidentiality ...91
Section 6.11 Preservation of Records; Access to Certain Information; Cooperation ...94
Section 6.12 Intellectual Property Matters ...96

Section 6.13 Accounts Receivable; Accounts Payable; Mis-Allocated Assets; Communications ...97

Section 6.14 Public Announcements ...100
Section 6.15 Governmental Filings; Regulatory Approvals ...100
Section 6.16 Consents; Shared Contracts ...102
Section 6.17 Agreements Regarding Tax Matters ...103
Section 6.18 Transaction Taxes ...106
Section 6.19 Legal Representation; Privilege ...107
Section 6.20 Employment Matters ...109
Section 6.21 Restrictive Covenants ...112
Section 6.22 Control of Operations ...114
Section 6.23 R&W Insurance Policy ...114
Section 6.24 Transferred Information ...115
Section 6.25 Insurance Matters ...115
Section 6.26 Litigation Support ...116
Section 6.27 D&O Tail Policy ...116
Section 6.28 Seller Business ...116
Section 6.29 Replacement Guaranties ...117
Section 6.30 Specified Liens ...117
Section 6.31 Long Term VAT Receivables ...118
Section 6.32 Banaplast Holdback ...118

ARTICLE VII. CONDITIONS TO CLOSING ...118

Section 7.01 Conditions to Obligations of Each Party ...118
Section 7.02 Conditions to Obligation of Buyer ...119
Section 7.03 Conditions to Obligation of Seller ...120

ARTICLE VIII. NON-SURVIVAL; NON-RECOURSE; INDEMNIFICATION ...120

Section 8.01 Non-Survival ...120

Section 8.02 Non-Recourse...121
Section 8.03 Fraud...122

ARTICLE IX. TERMINATION...122

Section 9.01 Termination...122
Section 9.02 Notice of Termination...124
Section 9.03 Effect of Termination...124

ARTICLE X. MISCELLANEOUS...126

Section 10.01 Notices...126
Section 10.02 Amendments; Waivers...127
Section 10.03 Expenses...128
Section 10.04 Successors and Assigns...128
Section 10.05 Entire Agreement...128
Section 10.06 Release...129
Section 10.07 Third Party Beneficiaries...129
Section 10.08 Counterparts; Effectiveness...130
Section 10.09 Governing Law...130
Section 10.10 Waiver of Jury Trial...130
Section 10.11 Consent to Jurisdiction...131
Section 10.12 Severability...132
Section 10.13 Captions...132
Section 10.14 Specific Performance...132
Section 10.15 No Reliance...134
Section 10.16 Deliveries...135

LIST OF EXHIBITS

Exhibit A Target Companies
Exhibit B-1 Accounting Principles
Exhibit B-2 Illustrative Calculation of Cash, Indebtedness and Working Capital
Exhibit C FIRPTA Certificate
Exhibit D Guarantees
Exhibit E Transferred Optium Business

LIST OF ATTACHMENTS

Attachment I Form of Transition Services Agreement
Attachment II Pre-Closing Reorganization Step Plans
Attachment III Form of Montreal Lease

LIST OF SCHEDULES

Schedule 2.05 Allocation of Purchase Price
Seller Disclosure Schedules

(iii)

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (together with the Exhibits, Attachments and Schedules hereto, this "Agreement") is made as of this 7th day of December 2025 (the "Agreement Date"), by and between ProAmpac Holdings Inc., a corporation governed by the laws of the State of Delaware ("Buyer"), Transcontinental Inc., a corporation governed by the federal laws of Canada ("Seller"), and Transcontinental Printing Inc., a corporation governed by the federal laws of Canada ("Transcontinental Printing"). Each of Buyer, Transcontinental Printing and Seller is referred to herein as a "Party" or collectively as the "Parties".

WITNESSETH:

WHEREAS, on the terms and subject to the conditions set forth herein, prior to the Closing, Seller and its Affiliates will complete the Pre-Closing Reorganization (as defined herein), pursuant to which Seller will become the holder of all of the issued and outstanding shares of capital stock or other Equity Interests (collectively with the one (1) common share in the capital of Transcontinental Printing Corporation held by Transcontinental Printing, the "Purchased Shares") in each of (i) Transcontinental Flexstar Inc., a corporation governed by the federal laws of Canada ("Flexstar"); (ii) Transcontinental Packaging Whitby ULC, an unlimited liability company governed by the laws of Nova Scotia ("Transcontinental Packaging Whitby"); (iv) Transcontinental Printing Corporation, a corporation governed by the laws of Delaware ("Transcontinental Printing Corporation") (except for the one (1) common share in the capital of Transcontinental Printing Corporation held by Transcontinental Printing); (v) Transcontinental Holdings Limited, a company governed by the laws of New Zealand ("Transcontinental Holdings NZ"); (vi) Banaplast S.A.S., a simplified corporation governed by the laws of Colombia ("Banaplast"); (vii) Supraplast S.A., a company governed by the laws of Ecuador ("Supraplast"); and (viii) Transcontinental Advanced Coatings Holdings UK Ltd., a private company limited by shares governed by the laws of England and Wales ("Transcontinental Advanced Coatings UK" and, collectively, the "Companies");

WHEREAS, immediately prior to the Closing and pursuant to the Pre-Closing Reorganization, Transcontinental Printing Corporation will own, directly or indirectly, the issued and outstanding shares of capital stock or other Equity Interests of the entities set forth on Exhibit A hereto (the "Company Subsidiaries" and collectively with the Companies, the "Target Companies");

WHEREAS, following the completion of the Pre-Closing Reorganization, and on the terms and subject to the conditions set forth in this Agreement, each of Seller and Transcontinental Printing desires to sell and transfer to the applicable Buyer Entity, and Buyer desires to (or cause the applicable Buyer Entity to) purchase and acquire from Seller or Transcontinental Printing (as applicable), the Purchased Shares;

WHEREAS, the Parties desire to make certain representations, warranties, covenants and agreements in connection with, and establish various conditions precedent to, the Contemplated Transactions, all as more fully set forth herein;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition to the willingness of Seller to enter into this Agreement, (i) each of Buyer and ProAmpac PPC Holdings LLC, a Delaware limited liability company ("Parent") is entering into an equity commitment letter (as amended or modified only in accordance with its terms, the "Equity Commitment Letter") pursuant to which Parent has agreed, upon the terms and subject to the conditions set forth therein, to provide Equity Financing to Buyer, (ii) each of Buyer and the Preferred Equity Financing Source is entering into a commitment letter (including all exhibits, schedules, annexes, supplements and term sheets forming part thereof) (as amended and restated, supplemented, replaced, extended or otherwise

modified in accordance with the terms of this Agreement, together with the Preferred Payment Letter, referred to herein collectively as the "Preferred Equity Commitment Letter"), and (iii) each of Buyer and each Debt Financing Party is entering into a debt commitment letter (including all exhibits, schedules, annexes, supplements and term sheets forming part thereof) (as amended and restated, supplemented, replaced, extended or otherwise modified in accordance with the terms of this Agreement, together with the Debt Fee Letter, referred to herein as the "Debt Commitment Letter", collectively with the Equity Commitment Letter and the Preferred Equity Commitment Letter, the "Commitment Letters"), pursuant to which each Debt Financing Party has agreed, upon the terms and subject to the conditions set forth therein, to provide Debt Financing to Buyer;

WHEREAS, on or prior to the date hereof, the Board has approved the Company Recommendation; and

WHEREAS, concurrently with the execution and delivery of this Agreement, Capinabel Inc. is entering into a support and voting agreement with Buyer pursuant to which, among other things, it has agreed to vote any Seller Shares held in favor of the adoption of this Agreement and approval of the Contemplated Transactions at the Company Shareholders Meeting (collectively, the "Support and Voting Agreement").

NOW, THEREFORE, in consideration of the foregoing and of the representations, warranties, covenants, agreements and conditions contained herein, the receipt and sufficiency of which are hereby acknowledged and agreed, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I. DEFINITIONS

Section 1.01 Definitions.

(a) Capitalized terms used in this Agreement shall have the meanings set forth below:

"Acceptable Confidentiality Agreement" means a confidentiality agreement that (A) contains provisions that are no less favorable in the aggregate to Seller than those contained in the Confidentiality and Clean Team Agreements, (B) allows and does not preclude or limit the ability of Seller and its Subsidiaries to disclose to Buyer and its Representatives such information relating to such agreement or the negotiations with or information furnished to the other Person thereto and (C) does not otherwise conflict with any of the terms of this Agreement (including restricting Seller and its Subsidiaries from complying with this Agreement).

"Accounting Principles" means the policies, principles, procedures, practices, methodologies, estimation techniques, assumptions and classifications described in Exhibit B-1 attached hereto.

"Acquired Competing Business" has the meaning set forth in Section 6.21(c).

"Acquired Person" has the meaning set forth in Section 6.21(c).

"Acquisition Proposal" means, at any time, any (a) proposal with respect to (i) any acquisition by any Person (or group of Persons acting jointly or in concert with the meaning of Applicable Law) of Seller Shares (or securities convertible into or exchangeable for Seller Shares) representing 20% or more of the Seller Shares then

outstanding (assuming conversion of exchange of any securities then outstanding convertible into or exchangeable for the Seller Shares) or any Equity Interests of the Target Companies, or (ii) other than the transactions contemplated by the Pre-Closing Reorganization, any acquisition by any Person (or group of Persons acting jointly or in concert with the meaning of Applicable Law) of assets of Seller or its Subsidiaries constituting 20% or more of the value of Seller's and its Subsidiaries' consolidated assets and contributing 20% or more of the consolidated revenue of Seller and its Subsidiaries (based on the most recent audited annual financial statements of Seller) (or any lease, license, long-term supply agreement or other arrangement having a similar economic effect) or any assets of the Business (other than inventory sold or disposed of in the ordinary course of business), in each case, in a single transaction or a series of related transactions; or (b) any inquiry, expression of interest, or offer to, or public announcement of an intention to, do any of the foregoing, in each case, whether by plan of arrangement, amalgamation, merger, consolidation, recapitalization, liquidation, dissolution or other business combination, sale of assets, take-over bid, tender offer, share exchange, exchange offer or any other similar transaction or series of transactions, or otherwise directly or indirectly involving Seller; and, in each case, excluding the Contemplated Transactions and any transaction involving only Seller and one or more of its wholly-owned Subsidiaries or between one or more wholly-owned Subsidiaries of Seller.

"Affiliate" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such specified Person. For purposes of determining whether a Person is an Affiliate, the term "control" shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of securities, contract or otherwise. It is understood and agreed that (i) prior to the Closing, the Target Companies shall be Affiliates of Seller, and (ii) from and after the Closing, the Target Companies shall be Affiliates of Buyer. Other than with respect to the definitions of "Buyer Related Party" and "Non-Recourse Parties", Section 6.14 and Section 10.06, in no event shall any "portfolio company" (as the term is customarily understood among institutional private equity investors) or any investment fund or investment vehicle affiliated with, or managed by Investor Group be deemed to be Affiliates of Buyer or, from and after the Closing the Target Companies.

"Agreement" has the meaning set forth in the preamble hereto.

"Agreement Date" has the meaning set forth in the preamble hereto.

"Alternative Acquisition Agreement" has the meaning set forth in Section 6.04(b)(iv).

"Alternative Financing" has the meaning set forth in Section 6.06(b).

"Antitrust Laws" means all Applicable Laws relating to competition, merger control, antitrust or foreign investment and other Applicable Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition, or that aim at reviewing and controlling foreign investment, including the HSR Act, the Sherman Act, the Clayton Act, the Federal Trade Commission Act and the Competition Act.

"Applicable Law" or "Law" means, with respect to any Person, any federal, state, provincial, local, multinational or foreign statute, treaty, law, ordinance, rule, regulation, code, common law ruling or principle, Order, act or other legally binding requirement of any Governmental Authority applicable to such Person.

"Assignment" means, together (i) that certain Assignment Agreement, dated as of the date hereof, by and between Seller, Buyer and [redacted – name], and (ii) that certain Assignment Agreement, dated as of the date hereof, by and between Seller, Buyer and [redacted – name].

"Balance Sheet Date" has the meaning set forth in Section 4.07(a).

"Banaplast" has the meaning set forth in the recitals hereto.

"Banaplast Holdback" has the meaning set forth in Section 6.32.

"Board" means the board of directors of Seller.

"Business" means, collectively, (i) the businesses conducted by the Target Companies during the twelve (12) month period ending on the Closing Date or actively proposed to be conducted by the Target Companies as of the Closing Date, (ii) the operations of Seller and its Subsidiaries, including the Target Companies, involving the extrusion, printing, and laminating of polymer substrates (and other flexible materials that compete with polymer substrates, namely polycoated paper, coated paper, barrier paper, shrink-wrap and film, provided that only packaging materials intended for direct food contact, medical care products, pharmaceutical labels or literature (involving only the folding of patient information leaflets for the use of pharmaceutical products included in the packaging thereof) and beverage shrink wraps and film will be considered to be in competition with polymer substrates), pouches, and bags, for the consumer, beverage, general food (including, fruits, vegetables, general produce, dairy and protein (meat and cheese)), agricultural products (including lawn and garden), pet food, medical, healthcare and pharmaceuticals end markets, as conducted (or actively proposed to be conducted) by Seller and its Affiliates, including the Target Companies, during such time period, excluding any rigid packaging, paper-based materials, or digital printing services, (iii) the operations of Seller and its Subsidiaries, including the Target Companies, involving the development, manufacturing, and distribution of cleanroom coatings, including polyurethane films for wound care, ostomy, and conductive coated films and foils for batteries and communications systems, through contract coating, toll coating, and converting services, for the medical devices, batteries, and communications systems end markets, as conducted (or actively proposed to be conducted) by Seller and its Subsidiaries, including the Target Companies, during such time period, excluding any non-coating activities, rigid substrates, or unrelated product lines; provided, however, that the Business shall not include any premedia activities or services conducted by the Seller and its Subsidiaries (other than the Target Companies) and (iv) the Transferred Optium Business.

"Business Data" means all (a) Personal Data, and (b) confidential or proprietary business information or data or trade secrets, in each case, owned or purported to be owned by the Target Companies after giving effect to the Pre-Closing Reorganization and the Contemplated Transactions, or Processed by or on behalf of the Business.

"Business Day" means a day, other than a Saturday, Sunday or other day on which commercial banks in Montréal, Québec, Canada, or in New York, New York, U.S.A., are authorized or required by law to close.

"Business Intellectual Property" means (a) all Owned Intellectual Property and (b) all other Intellectual Property used or held for use by the Business, including all Intellectual Property in and to the Business Systems and Business Data.

"Business Relation" has the meaning set forth in Section 6.21(c).

"Business Security Breach" means any (a) unauthorized or unlawful Processing, access, use or disclosure of Business Data or unauthorized or unlawful Processing, access or compromise of the Business Systems including phishing incidents, ransomware, or malware attacks affecting any Business Systems, (b) cyberattack that results in a monetary loss or a business disruption to the Business, or (c) any unintentional loss, exfiltration or destruction, or breach in the protection, of Business Data. For clarity, unsuccessful phishing attempts shall not be deemed a Business Security Breach.

"Business Systems" means, taken as a whole, the networks, servers, switches, endpoints, software, data, platforms, electronics, websites, storage, firmware, hardware, and related information technology or outsourced services, and all electronic connections between them, that are owned, purported to be owned, operated, used, or held for use by the Business, including in connection with their products or services.

"Buyer" has the meaning set forth in the preamble hereto.

"Buyer Companies" means Buyer and its Subsidiaries (which shall include the Buyer Entities and, after the Closing, the Target Companies).

"Buyer Entities" means Buyer, ProAmpac UK, Flexstar Amalco, Flexipak Amalco and Whitby Amalco.

"Buyer Related Parties" means, collectively, Buyer, its Affiliates, and their respective Representatives.

"Buyer Released Claim" has the meaning set forth in Section 10.06.

"Buyer Released Person" has the meaning set forth in Section 10.06.

"Buyer Termination Fee" has the meaning set forth in Section 9.03(c).

"Calculation Time" means, with respect to (a) Cash and all assets and liabilities taken into account in the calculation of Net Working Capital, 11:59 p.m. Eastern time on the day immediately prior to the Closing Date, and (b) Indebtedness, immediately prior to the Closing.

"Canadian Target Companies" means the Target Companies that are resident in Canada for the purposes of the Tax Act and any applicable Tax convention.

"Carve-Out Balance Sheet" has the meaning set forth in Section 4.07(a).

"Carve-Out Financial Statements" has the meaning set forth in Section 4.07(a).

"Cash" means, without duplication, an amount (which may be positive or negative) equal to the sum of all (a) cash and, to the extent convertible into cash within sixty (60) days, cash equivalents (including such short term investments) of such Person, (b) deposits in transit only to the extent a corresponding amount has been cleared from current assets in the determination of Net Working Capital, (c) deposits on rental properties and (d) Specified R&D Tax Credits, in each case, prepared as at the Calculation Time and determined in accordance with the Accounting Principles; provided, that Cash will (i) be adjusted to include all credit card deposits in transit and any cash resulting from "inbound" checks, wires, or drafts deposited by such Person or initiated for the benefit of an account of such Person prior to the Calculation Time that clear thereafter only to the extent there is a corresponding decrease in the Net Working Capital, (ii) be reduced by (w) any cash on account of "outbound" checks, wires, transfers or drafts issued by such Person or initiated by such Person for the benefit of an account of any other Person prior to the Calculation Time that clear thereafter, in each case, only to the extent there is a corresponding increase in the Net Working Capital, (x) any amount distributed or paid as a dividend, used to retire, repurchase or redeem Equity Interests or used to pay any Estimated Closing Indebtedness or Estimated Closing Transaction Expenses between the Calculation Time and the Closing, (y) 40% of the amount of cash and cash equivalents held by or otherwise attributable to Trilex and (z) any Restricted Cash and (iii) not include the amount of any Long Term VAT Receivables not collected prior to the Closing.

"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, SC 2010, c 23.

"CFPOA" has the meaning set forth in Section 4.13(b).

"Closing" has the meaning set forth in Section 3.01.

"Closing Date" has the meaning set forth in Section 3.01.

"Closing Purchase Price" has the meaning set forth in Section 2.02.

"Closing Repayment Debt" has the meaning set forth in Section 2.04(a).

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

"Collection Costs" has the meaning set forth in Section 9.03(d).

"Collective Bargaining Agreements" means any collective bargaining agreement, any other Contract with any Union or any other similar labor-related Order.

"Commitment Letters" has the meaning set forth in the recitals hereto.

"Companies" has the meaning set forth in the recitals hereto.

"Company Adverse Change in Recommendation" has the meaning set forth in Section 6.04(b).

"Company Change in Recommendation" has the meaning set forth in Section 6.04(e).

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

"Company Employee" means any (i) employee who is employed by Seller or its Subsidiaries (including a Target Company), as of the Agreement Date, and shall include all active employees and all employees not actively providing services due to a statutory or authorized leave of absence, temporary lay-off or suspension of employment, in each case, who is at least primarily dedicated to the Business, as such employees are listed in Schedule 4.18(a)(i) of the Seller Disclosure Schedules, (ii) employee hired by Seller or its Subsidiaries (including the Target Companies) on or after the Agreement Date, in accordance with the terms of this Agreement to provide services primarily to the Business, or (iii) employee designated by Buyer and Seller as a Company Employee.

"Company Employee Plan" means each Employee Plan that is sponsored, maintained or contributed to solely by a Target Company exclusively for the benefit of Company Employees, former Company Employees, or current or former officers, directors or other service providers of the Target Companies (or any of their respective spouses, dependents, survivors or beneficiaries).

"Company Name" has the meaning set forth in Section 6.12(c).

"Company Proprietary Information" means (a) all confidential or proprietary information or data relating exclusively to, or used exclusively in, the Business, including any such technical specifications, designs, drawings, technology, know-how, processes, trade secrets, inventions, proprietary data, formulas, customer pricing and rebate information, research and development data and computer software programs, information related to finance, customer lists, supplier lists, pricing, rebates, incentives, acquisition targets, trade secrets marketing plans, whether or not marked with a restrictive legend, and any such other data, information or documentation marked with a restrictive legend, and (b) all Shared Business Information.

"Company Recommendation" means the unanimous determination by the Board, after receiving the advice of its financial advisor and outside legal counsel, that the Contemplated Transactions are in the best interests of Seller and the Shareholders and the unanimous recommendation by the Board that the Shareholders vote in favour of the Contemplated Transactions.

"Company Shareholders Meeting" has the meaning set forth in Section 6.03.

"Company Subsidiaries" has the meaning set forth in the recitals hereto.

"Company Subsidiary Shares" means, collectively, all of the issued and outstanding shares of capital stock or other Equity Interests of the Company Subsidiaries.

"Company Termination Fee" has the meaning set forth in Section 9.03(b).

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

"Competition Act Approval" means, with respect to the Contemplated Transactions, either (i) the issuance of a certificate pursuant to section 102 of the Competition Act; or (ii) both (x) the expiry or termination of the applicable waiting period pursuant to section 123 of the Competition Act or a waiver pursuant to section 113(c) of the Competition Act; and (y) unless waived by Buyer (and not, for the avoidance of doubt, by Seller) notice as contemplated in section 123(2) of the Competition Act.

"Confidentiality and Clean Team Agreements" means collectively, (i) the confidentiality and non-disclosure agreement dated May 20, 2025, by and between Buyer and Seller, and (ii) the clean team agreement dated July 17, 2025, by and between Buyer and Seller.

"Consent Contracts" has the meaning set forth in Section 6.16.

"Contemplated Transactions" means the transactions contemplated by this Agreement and the other Transaction Documents.

"Continuing Employee" has the meaning set forth in Section 6.20(a).

"Contracts" means all agreements between two or more parties creating obligations that are legally binding, including any such contracts, agreements, arrangements, instruments, leases and subleases (including leases and subleases of real property), licenses, commitments and other undertakings.

"Damages" means assessments, losses, damages, liabilities, obligations, Taxes, Proceedings, Orders, awards, fines, sanctions, penalties, interest, charges and amounts paid in settlement, costs and expenses, including reasonable costs, fees and expenses of attorneys, accountants, experts, administrators and similar advisors relating to defense, settlement, investigation, assertion or pursuit thereof, but specifically excluding any exemplary or punitive damages, except to the extent paid or payable to a third party.

"Dataroom" means that certain virtual dataroom entitled "Project Blue" administered by Datasite in connection with the Contemplated Transactions.

"Debt Commitment Letter" has the meaning set forth in the recitals hereto.

"Debt Fee Letter" has the meaning set forth in Section 5.07(a).

"Debt Financing" means the debt financing incurred or intended to be incurred by Buyer pursuant to which one or more of the Debt Financing Parties have committed, on the terms and subject to the conditions set forth in the Debt Commitment Letter, to provide Buyer with Debt Financing in the aggregate amount set forth in the Debt Commitment Letter.

"Debt Financing Agreements" has the meaning set forth in Section 6.06(a).

"Debt Financing Parties" means the Persons that have committed to provide or arrange or otherwise have entered into agreements in connection with all or any part

of the Debt Financing in connection with the Contemplated Transactions, including the parties to the Debt Commitment Letter, or any joinder agreements or credit agreements (including any definitive agreements) entered into pursuant thereto or relating thereto, in each case, together with each such Person's Affiliates and their and their Affiliates' respective equityholders, controlling persons, directors, officers, employees, attorneys, agents, advisors, representatives, successors and assigns.

"Delaware Courts" has the meaning set forth in Section 10.11.

"Developers" has the meaning set forth in Section 4.15(i).

"Disputed Items" has the meaning set forth in Section 2.04(f).

"Employee Plan" means (i) any "employee benefit plan," as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and (ii) any other employment, individual consulting, bonus, commission, equity or equity-based, equity option, restricted equity, equity purchase, equity appreciation, phantom equity, incentive compensation, profit-sharing, deferred compensation, life insurance, pension, retirement, group savings, supplemental retirement, tax gross-up, medical, hospital, disability, "cafeteria" or "flexible" benefit, welfare or fringe benefit, change of control, transaction, stay, severance or retention, termination, post-termination or post-employment health and welfare, salary continuation, paid time-off, or other compensation or benefit policy, program, plan, Contract, agreement or arrangement or "employee pension benefit plan", "employee welfare benefit plan" or "employee benefit plan" within the laws of any other jurisdiction (for greater certainty, reference to "employee benefit plan" in clause (i) of this definition includes any "registered pension plan", "deferred profit sharing plan", "registered retirement savings plan" and "employee profit sharing plan" as each such term is defined under the Tax Act), in each case, (i) for the benefit of Company Employees, former employees, or current or former officers, directors or other individual service providers of the Target Companies (or any of their respective spouses, dependents, survivors or beneficiaries) or in which such Persons are eligible to participate that is sponsored, maintained or contributed to (or required to be contributed to) by Seller or any Target Company, or to which Seller or any Target Company is a party, or (ii) under or with respect to which any Target Company has or could reasonably be expected to have any current or contingent liability or obligation, other than any policy, program, plan, Contract, agreement, or arrangement that is sponsored, maintained or administered by a Governmental Authority, including the Canada Pension Plan, Employment Insurance, the Quebec Pension Plan, the Quebec Parental Insurance Plan, and applicable workplace safety insurance and workers' compensation program, in each case other than a Multiemployer Plan.

"Environment" means soil, soil vapor, surface water, groundwater, land, sediments, surface or subsurface strata, natural resources, flora and fauna and indoor and ambient air.

"Environmental Laws" means any Applicable Law (a) relating to pollution, the protection of natural resources, endangered or threatened species, public or worker health and safety as it relates to Hazardous Materials or the Environment; or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, Release, transportation, processing, production, disposal, remediation of, response to, or investigation of, Hazardous Materials.

"Environmental Permits" means any Permits issued under any Environmental Law.

"Equity Commitment Letter" has the meaning set forth in the recitals hereto.

"Equity Financing" means the equity financing to be provided to Buyer pursuant to the Equity Commitment Letter, on the terms and subject to the conditions set forth in the Equity Commitment Letter.

"Equity Interests" means, with respect to any Person, any shares or other equity securities, including shares of capital stock, limited liability, limited partnership or other ownership or equity interests in, or similar equity interests or synthetic equity interests in, such Person, including any warrants, options, profit participation, equity appreciation, phantom equity, subscriptions, calls, puts or other rights, interests or Contracts for the purchase or other acquisition from such Person the foregoing or any similar security, any securities convertible into, exercisable, or exchangeable or the value of which is measured by reference (directly or indirectly), thereto or therefor, and other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Estimated Amounts" has the meaning set forth in Section 2.04(a).

"Estimated Closing Cash" has the meaning set forth in Section 2.04(a).

"Estimated Closing Indebtedness" has the meaning set forth in Section 2.04(a).

"Estimated Closing Net Working Capital Amount" has the meaning set forth in Section 2.04(a).

"Estimated Closing Statement" has the meaning set forth in Section 2.04(a).

"Estimated Closing Transaction Expenses" has the meaning set forth in Section 2.04(a).

"Estimated Net Working Capital Excess" means the positive amount (if any) by which the Estimated Closing Net Working Capital Amount exceeds the Target Net Working Capital.

"Estimated Net Working Capital Shortfall" means the positive amount (if any) by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital Amount.

"Excess Amount" has the meaning set forth in Section 2.04(i)(i).

"Exchange Rate" means, as of any applicable date, the U.S. foreign exchange reference rate between the Dollar and the other currency at issue as published by Bloomberg, evening edition, as of the close of business on such date (or if no exchange rate is published on such date, the last exchange rate published prior to such date).

"Excluded Payables" has the meaning set forth in Section 6.13(b).

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"Export Control Laws" means all Applicable Laws of the United States, Canada or foreign Governmental Authority relating to import or export, customs duties, tariffs and taxes and surtaxes, import and export controls, tariff classification, valuation and origin of imported goods, special measures and safeguards (including antidumping and countervailing measures), import and export Permits, tariff rate quotas and related allocations, import for re-export program and similar programs, declarations or certifications of origin and other similar documents issued pursuant to applicable free trade agreements, examination, possession or transfer of controlled goods, in-transit movement and cross-border transportation and storage of goods, controlled goods, the terms and conduct of international transactions and making or receiving international payments, including the U.S. Export Control Reform Act, U.S. Export Administration Regulations, U.S. Arms Export Control Act, U.S. International Traffic in Arms Regulations; the Customs Act (Canada), the Customs Tariff (Canada), the Export and Import Permits Act (Canada), the Export Control List (Canada), the Import Control List (Canada), the Special Import Measures Act (Canada), the Defence Production Act (Canada); and other similar export control laws or restrictions applicable to the Target Companies, the Business, and their respective operations from time to time; provided that Export Control Laws shall not include Sanctions.

"Express Representations" has the meaning set forth in Section 10.15(a).

"FCPA" has the meaning set forth in Section 4.13(b).

"Final Adjusted Purchase Price" means (i) One Billion, Five Hundred and Ten Million Dollars ($1,510,000,000), plus (ii) the Final Closing Cash, minus (iii) the Final Closing Indebtedness, plus (iv) the Final Closing Net Working Capital Excess (if any), minus (v) the Final Closing Net Working Capital Shortfall (if any) and minus (vi) the Final Closing Transaction Expenses.

"Final Amounts" has the meaning set forth in Section 2.04(h).

"Final Closing Cash" has the meaning set forth in Section 2.04(h).

"Final Closing Indebtedness" has the meaning set forth in Section 2.04(h).

"Final Closing Net Working Capital" has the meaning set forth in Section 2.04(h).

"Final Closing Net Working Capital Excess" means the positive amount (if any) by which the Final Closing Net Working Capital exceeds the Target Net Working Capital.

"Final Closing Net Working Capital Shortfall" means the positive amount (if any) by which the Target Net Working Capital exceeds the Final Closing Net Working Capital.

"Final Closing Statement" has the meaning set forth in Section 2.04(h).

"Final Closing Transaction Expenses" has the meaning set forth in Section 2.04(h).

"Final Position" has the meaning set forth in Section 2.04(g).

"Financing" means the Debt Financing, the Preferred Equity Financing and the Equity Financing, and if applicable, the Alternative Financing.

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"Financing Parties" means the Debt Financing Parties, Parent and the Preferred Equity Financing Source.

"Flexipak" has the meaning set forth in the recitals hereto.

"Flexipak Amalco" means 9555-8136 Québec Inc., a Quebec corporation.

"Flexstar" has the meaning set forth in the recitals hereto.

"Flexstar Amalco" means 17527535 Canada Ltd., a Canadian corporation.

"Foreign Plan" has the meaning set forth in Section 4.19(n).

"Fraud" means, with respect to any Person, intentional and knowing fraud under Delaware law committed by such Person in the making of the representations and warranties set forth in this Agreement or any other Transaction Document. "Fraud" does not include equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, unjust enrichment, or any torts (including fraud) or other claim based on negligence or recklessness (including based on constructive knowledge or negligent misrepresentation) or any other equitable claim.

"Fundamental Representations" means those representations and warranties made by Seller in Section 4.01 (Existence and Power of Seller and the Target Companies), Section 4.02 (Authority and Enforceability), Section 4.05(a) (Non-Contravention of Governing Documents) and Section 4.24 (Broker Fees).

"GloBe Rules" has the meaning set forth in this Section 1.01.

"Governmental Authority" means any multinational, foreign, national, domestic, federal, territorial, state, provincial, municipal or local governmental authority, agency or instrumentality, board, branch, bureau, court, commission, minister, ministry, governor-in-council, cabinet, tribunal or organization or any regulatory, administrative or other agency, taxing authority, or any political or other subdivision, department or branch of any of the foregoing, or any mediator, arbitrator or arbitral body.

"GST/HST" has the meaning set forth in Section 4.17(q).

"Guaranties" has the meaning set forth in Section 6.29.

"Guatemala Severance" means all liabilities and other obligations of the Target Companies with respect to the retirement of any employee located in Guatemala (including indemnification obligations) or in respect of the compensation of any such employee in connection with their resignation or termination.

"Hazardous Materials" means any "hazardous substance" as that term is defined under CERCLA and its implementing regulations, 42 U.S.C. § 9601 et seq.; any "hazardous material," as that term is defined under the Occupational Safety and Health Act of 1970, as amended, and its implementing regulations, 29 U.S.C. § 651, et seq.; any "hazardous waste" as that term is defined under the Resource Conservation and Recovery Act, as amended, and its implementing regulations ("RCRA"), 42 U.S.C. § 6901, et seq.; any "solid waste" as that term is defined under RCRA and its implementing regulations; any "toxic substance" as that term is defined under the Toxic Substances Control Act of 1976, as amended, and its implementing regulations, 15

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U.S.C. § 2601 et seq.; any "pollutant" as that term is defined under the Clean Water Act, as amended, and its implementing regulations, 33 U.S.C. § 1362 et seq.; and any other chemical, substance, material, element, effluent, refuse or waste, whether solid, liquid or gas, that is prohibited, controlled, regulated or is otherwise listed, defined, judicially interpreted, designated or classified as dangerous, deleterious, hazardous, radioactive, explosive, toxic or a pollutant, contaminant, contamination, a regulated substance, or for which liability or standards of conduct may be imposed under or pursuant to any applicable Environmental Law, including oil, petroleum products and all derivatives thereof, noise, odor, radon, radioactive materials or wastes, asbestos in any form, asbestos-containing materials, mold, lead or lead-containing materials, hazardous wastes, hazardous waste constituents, urea formaldehyde, per- and polyfluoroalkyl substances, including, without limitation, PFOA, PFOS, GenX and polychlorinated biphenyls.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the regulations promulgated thereunder.

"HSR Act Approval" means the expiration or early termination of the applicable waiting period (taking into account any extension of such waiting period).

"IFRS" means International Financial Reporting Standards defined in the CPA Canadian Handbook – Accounting Part I, as applicable from time to time.

"Income Tax Amount" means an amount, which shall not be less than zero ($0) dollars in the aggregate or for any jurisdiction or type of income Tax, equal to all unpaid income Taxes of the Target Companies for any Pre-Closing Tax Period; provided that for purposes of this definition, if a Tax Return of a Target Company has been filed prior to the Closing Date for a relevant Tax period, Taxes shall only be considered to be accrued and unpaid for such taxable period ending on or prior to the Closing Date if such Taxes are showing as owing on the Tax Returns of the Target Company as filed and remain unpaid as of the Calculation Time. The Income Tax Amount shall be determined (i) in accordance with the past practices of the Target Companies, except as otherwise required by Applicable Law or this definition, and on a taxpayer-by-taxpayer basis, (ii) by allocating any income Taxes in respect of a Straddle Period in accordance with Section 6.17(a) (including, for the avoidance of doubt, in respect of Transaction Tax Deductions), (iii) by taking into account any estimated income Tax payments or overpayments attributable to Pre-Closing Tax Periods made prior to the Closing Date to the extent such payments have the effect of reducing (but not below zero ($0) dollars) the applicable income Tax in respect of which such payments were made, (iv) by treating all Transaction Tax Deductions as attributable to the Pre-Closing Tax Period to the extent permitted by Applicable Law at a "more likely than not" or higher level of confidence, (v) by including in taxable income any adjustment as a result of a change in or use of an improper method of accounting on or prior to the Closing Date and any prepaid amounts received or deferred revenue accrued on or prior to the Closing Date (except to the extent that the corresponding deferred revenue liability for accounting purposes is taken into account as a negative adjustment in the determination of the Final Adjusted Purchase Price as part of Indebtedness or Net Working Capital) that, in each case, would not otherwise be included in taxable income on or prior to the Closing Date, (vi) by taking into account income Taxes imposed as a result of the application of Sections 951, 951A, 956 and 965 of the Code, in each case, determined as if the taxable year of each controlled foreign corporation within the meaning of Section 957(a) of the Code ended as of the end of the Closing Date, (vii) by excluding any deferred Tax assets or deferred Tax liabilities, (viii) by excluding any

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Taxes attributable to a breach by Buyer of its covenants set forth herein or any extraordinary transaction or event occurring on the Closing Date but after the Closing (other than the transactions contemplated by this Agreement), or an election or change in accounting treatment having retroactive effective to the Closing Date or any point prior to the Closing Date, and (ix) by taking into account any available foreign tax credits or other similar offsets to the extent such credits or similar offsets are actually available under Applicable Law to reduce the amount of income Taxes otherwise payable by the Target Companies in respect of a Pre-Closing Tax Period (determined at a "more likely than not" or higher level of comfort). In addition, to the extent any Specified R&D Tax Credits are taken into account in the calculation of the Income Tax Amount, such Specified R&D Tax Credits shall be deemed deleted from Schedule 1.01(a)(i) (it being understood that the intention of this sentence is to prevent any double-counting of Specified R&D Tax Credits).

"Indebtedness" means, with respect to any Person and as of any time of determination (and without duplication), the aggregate amount of all liabilities or other obligations of such Person in respect of: (a) any borrowed money (including in respect of principal, accrued interest, penalties, fees and other payment obligations), including under any credit agreement or facility agreement, amounts outstanding under overdraft facilities, or other obligations evidenced by bonds, debentures, notes or other similar instruments; (b) any letter of credit, banker's acceptances, bank overdrafts, surety bonds, other financial guarantees (without duplication of other indebtedness supported or guaranteed thereby), and similar credit transactions securing obligations of a third party, in each case, to the extent called or drawn on; (c) for contractual obligations relating to interest rate protection, currency, swap agreements, collar agreements and other hedging or derivative arrangements, in each case, at their net settlement value payable as if such contractual obligation was terminated at the Closing; (d) outstanding, accrued or unpaid severance (whether statutory or otherwise, including Guatemala Severance), gratuity, seniority premiums, termination indemnities, post-termination benefits and obligations (including any pension liability to [redacted - name and description of occupation], retention, unfunded or underfunded deferred compensation, incentive obligations, employer-matching contributions, profit-sharing contributions or indemnification, exculpation, expense advancement or reimbursement or similar liabilities or other obligations to current or former employees, officers, directors or their functional equivalents, in each case together with the employer portion of any payroll, social security, unemployment or other Taxes associated with the foregoing (calculated as if all such amounts were payable on the Closing Date); (e) the Income Tax Amount; (f) any purchase money indebtedness; (g) any liabilities or other obligations to Seller or any of Seller's Affiliates (other than the Target Companies), including any declared but unpaid dividends to Seller and its Subsidiaries (other than the Target Companies) and Intercompany Liabilities but excluding compensation payable to employees in the ordinary course to the extent included as current liabilities in the calculation of Net Working Capital; (h) any deferred or unpaid purchase price of any property, goods or assets (excluding capital expenditures incurred in the ordinary course of business), businesses, or services calculated at the maximum amount thereof, including any purchase price settlement or adjustment obligations, contingent payments (including "earn-out", holdback, performance bonus, note or other contingent obligations), fixed payment obligations or similar type payments with respect to prior acquisitions, excluding the Banaplast Holdback; (i) any unfunded or underfunded defined benefit pension (including in respect of the Retirement Plan of Transcontinental US, LLC, originally effective as of July 31, 2001, which shall be determined in accordance with the Accounting Principles notwithstanding anything herein to the contrary); (j) Specified

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Liens; (k) retroactive tariff payment obligations; (l) costs and other liabilities and other obligations relating to the closure of facilities of the Business; (m) any lease obligations of the Target Companies that are capitalized or under IFRS are required to be capitalized, other than any leases recorded in non-depreciation, amortization or interest accounts in income statements of the Carve-Out Financial Statements, for the avoidance of doubt, excluding the impact of Account A745100 IFRS 16 Renversement Loyer de Base; (n) [redacted]; (o) [redacted]; (p) [redacted]; and (q) any guarantee of the obligations described in clauses (a) through (p) above of any other Person. Notwithstanding the foregoing, "Indebtedness" shall not include any (i) any building lease liabilities that should be treated as operating under IFRS or (ii) undrawn letters of credit, bankers' acceptances and similar instruments.

"Indemnified Tax Matters" means the matters described in Schedule 6.02(b) of the Seller Disclosure Schedules.

"Independent Firm" has the meaning set forth in Section 2.04(g).

"Insurance Claim" has the meaning set forth in Section 6.25.

"Insurance Policies" has the meaning set forth in Section 4.20(a).

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world, presently or hereafter existing, whether arising by operation of law, Contract or otherwise: (a) all inventions (whether or not patentable or reduced to practice), all improvements thereto and all patents (including utility model rights, design rights and industrial property rights), patent applications and invention disclosures, together with all reissuances, continuations, continuations in part, divisionals, revisions, extensions and re-examinations thereof; (b) all Marks and social media accounts and handles; (c) all works of authorship (whether or not copyrightable) and rights associated therewith, including all copyrights, derivative works and all applications, registrations and renewals in connection therewith; (d) all trade secrets and business information (including all know how, technologies, manufacturing and production and other processes, techniques, methodologies, formulas, compositions, industrial models, layouts, designs, drawings, charts, manuals, specifications, ideas, research and development and confidential information, technical data, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (e) all Software; and (f) all other proprietary intellectual property rights and all copies and tangible embodiments of any of the foregoing (in whatever form or medium), in each of the foregoing cases including all goodwill associated therewith.

"Intercompany Contracts" means all Contracts, including all obligations to provide services or other benefits and all intercompany loans and advances, by Seller or their Affiliates (other than the Target Companies), on the one hand, and the Target Companies or otherwise with respect to the Business, on the other hand.

"Intercompany Liability" means all liabilities, Contracts, rights, interests or accounts between a Target Company, on the one hand, and Seller or any of its Subsidiaries or Affiliates (other than the Target Companies), on the other hand.

"Invasive Sampling" has the meaning set forth in Section 6.08(b)(v).

"Investment Professional" has the meaning set forth in Section 6.10(d).

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"Investor" has the meaning set forth in Section 6.10(d).

"Investor Group" has the meaning set forth in Section 6.10(d).

"IRS" means the U.S. Internal Revenue Service.

"Leased Real Property" means all land, buildings, structures, improvements, fixtures and other real property in which any Target Company holds a leasehold or sub-leasehold estate.

"Lender Protective Provisions" means the provisions set forth in Section 9.03(c), Section 10.02, Section 10.04, Section 10.07, Section 10.09, Section 10.10, Section 10.11 and Section 10.14.

"Licensed Seller IP" has the meaning set forth in Section 6.12(g).

"Lien" means with respect to any asset, any mortgage, hypothec, lien (statutory or otherwise), license, claim, pledge, charge, security interest, option, right of way, servitude, easement, encroachment, right of offer or first refusal, zoning restriction, defect or irregularity of title, covenant condition and restrictions agreement, or other encumbrance of any kind in respect of such asset (other than, in the case of a security, any restriction on the transfer of such security arising solely under any applicable securities Law).

"Long Term VAT Receivables" means the VAT receivables set forth on Schedule 1.01(a)(v) of the Seller Disclosure Schedules.

"Marks" means all trademarks, service marks, trade dress, logos, slogans, designs, trade names, business names, corporate names, Internet domain names and all other indicia of origin, together with all translations, adaptations, derivations and combinations thereof, all applications, registrations and renewals in connection therewith, and including all goodwill associated with any of the foregoing.

"Material Adverse Effect" means any change, effect, event, occurrence, state of facts or development (each an "Effect") that is or would reasonably be expected to be, individually or in the aggregate, materially adverse to (a) the liabilities, properties, assets, condition (financial or otherwise), business or results of operations of the Business, taken as a whole or (b) the ability of Seller or its Subsidiaries to consummate the Contemplated Transactions or otherwise comply with the terms of the Transaction Documents; provided, however, that, solely for purposes of the immediately preceding clause (a) and solely in respect of the conditions set forth in Section 7.02(b) and Section 7.02(c), to the extent first occurring after the Agreement Date, none of the following shall, individually or in the aggregate, constitute a Material Adverse Effect nor shall any of the following be taken into account in determining whether a Material Adverse Effect has occurred: (i) any Effect arising out of the public announcement of this Agreement or Contemplated Transactions to the extent attributable to the identity of Buyer (including any reduction in revenues, any disruption in supplier, distributor, customer, partner, licensing or similar relationships), or to Buyer's public announcement or other disclosure of its plans or intentions with respect to the operation of the Business (or any portion thereof), (ii) changes in general business, economic, social or political conditions, or events, circumstances or changes affecting the regional, national or world economy, the financial, banking, credit, debt, currency, capital or securities markets, including any disruptions thereof and any decline in the

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price of any security or any market index and any changes in interest rates, foreign exchange rates, tariff policies, commodity prices or raw material prices, (iii) any Effect that generally affects the industries or segments thereof in which the Business operates, including any such change in regulatory conditions or change in Applicable Laws or changes in the interpretation of such regulatory conditions or Applicable Laws by Governmental Authorities (including the enforcement of any trade tariffs or similar restrictions on trade), (iv) any Effect resulting from the taking of any action requested in writing by Buyer, or that is otherwise expressly required by this Agreement, (v) any failure to meet projections, forecasts or revenue or earning predictions for any period after the date hereof (it being understood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of "Material Adverse Effect" may be taken into account in determining whether there has been a Material Adverse Effect), (vi) any change in accounting requirements or principles required by IFRS or required by any change in Applicable Laws, (vii) any changes in laws, rules, regulations, tariffs, Orders or other binding directives issued by any Governmental Authority, (viii) cyberterrorism, or (ix) natural disasters or acts of nature or any national or international political, military or social conditions or any disruption, destruction or material damage to any material infrastructure, including civil unrest, protests and public demonstrations and any responses thereto, the engagement by Canada, the United States or any other country in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, including any ongoing conflict, and in each case, any escalations thereof, acts of armed hostility, sabotage or other international or national calamity or any material worsening or escalation of such conditions, the occurrence or the escalation of any military or terrorist attack upon Canada, the United States or any other country, or any of the territories, possessions, or diplomatic or consular offices or upon any military installation, equipment, or personnel of Canada, the United States or any other country, any other acts of armed hostility, sabotage, terrorism or war (whether or not declared), including any escalation or worsening thereof, any declaration by a Governmental Authority of a national emergency, any flood, earthquake, hurricane or other natural disaster, weather-related conditions, explosions or fires, or any force majeure events in any country or region in the world, any actual or potential sequester, stoppage, shutdown, default or similar event or occurrence by or involving any Governmental Authority, any actual or potential break-up of any existing political or economic union of or within any country or countries or any actual or potential exit by any country or countries from, or suspension or termination of its or their membership in, any such political or economic union, or any epidemic, pandemic, or disease outbreak, or any law, regulation, statute, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, "sheltering-in-place," curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such law, regulation, statute, directive, pronouncement, or guideline or interpretation thereof following the Agreement Date or any material worsening of such conditions threatened or existing as of the Agreement Date; provided, further, however, that any Effect referred to in clauses (ii), (iii), (vi), (vii), (viii) or (ix) above shall be taken into account in determining whether a Material Adverse Effect has occurred to the extent that such Effect has a disproportionate effect on the Business or the Target Companies as compared to other participants in any of the industries, markets or geographies in which the Business or the Target Companies operates.

"Material Contracts" has the meaning set forth in Section 4.09.

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"Meeting Deadline" has the meaning set forth in Section 6.03.

"MLB" has the meaning set forth in Section 6.19(a).

"Montreal Lease" means the lease agreement, substantially in the form attached hereto as Attachment III, by and between Seller and Les Emballages Transcontinental Flexipak Inc.

"Multiemployer Plan" means a "multiemployer plan" (within the meaning of Section 3(37) or 4001(a)(3) of ERISA).

"Net Working Capital" means an amount equal to (i) all consolidated assets of the Target Companies constituting "current" assets, minus (ii) all consolidated liabilities of the Target Companies constituting "current" liabilities, in each case calculated as at the Calculation Time and in accordance with the Accounting Principles; provided that Net Working Capital shall not include (x) any amounts to the extent specifically included in the calculation of Cash, Indebtedness or Transaction Expenses, (y) any income or deferred Tax assets or income or deferred Tax liabilities or the current portion of operating lease assets and liabilities or (z) any Long Term VAT Receivables. For the avoidance of doubt, Net Working Capital includes any current non-income Tax assets and current non-income Tax liabilities (other than Transfer Tax liabilities, which are governed by Section 6.18). An illustrative calculation of Net Working Capital is set forth in Exhibit B-2 attached hereto.

"New Benefit Plans" has the meaning set forth in Section 3.02(a)(x).

"New York Courts" has the meaning set forth in Section 10.11(b).

"Non-Recourse Parties" has the meaning set forth in Section 8.02.

"Notice of Disagreement" has the meaning set forth in Section 2.04(f).

"Old Benefit Plans" has the meaning set forth in Section 3.02(a)(x).

"Order" means any order, writ, judgment, injunction, temporary restraining order, decree, stipulation, determination, sanction, direction, decision, ruling or award entered by or with any Governmental Authority.

"ordinary course of business" means the ordinary course of business of a Person consistent with past custom and practice, including with regard to nature, frequency and magnitude, of such Person in the operation of its business, and without taking into account any action, election or transaction undertaken pursuant to the Pre-Closing Reorganization, whether or not specified.

"Organizational Documents" means, with respect to any Person that is a corporation, or an unlimited liability company, its articles of incorporation, certificate of incorporation (or amalgamation, as applicable) and bylaws; with respect to any Person that is a partnership, its certificate and/or declaration of partnership and partnership agreement; with respect to any Person that is a limited liability company, its certificate of formation and limited liability company or operating agreement; with respect to any Person that is a trust or other entity, its declaration or agreement of trust or constituent document; and with respect to any other Person, its comparable organizational documents, in each case, as amended or restated.

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"Outside Date" means the date that is six (6) months following the date hereof.

"Owned Intellectual Property" means Intellectual Property owned or purported to be owned by any of the Target Companies, after giving effect to the Pre-Closing Reorganization and the Contemplated Transactions.

"Owned Real Property" means all parcels of real property owned by any Target Company, together with all buildings, fixtures, structures and improvements situated thereon and all rights and privileges appurtenant thereto.

"Parent" has the meaning set forth in the preamble hereto.

"Parties" or "Party" has the meaning set forth in the preamble hereto.

"Pay-Off Letter" has the meaning set forth in Section 2.04(a).

"PBGC" has the meaning set forth in Section 4.19(m).

"Pension Plan" has the meaning set forth in Section 6.20(c).

"Permits" means all permits, licenses, authorizations, registrations, concessions, grants, franchises, certificates, letters, clearances, generator identification numbers, approvals, exemptions and waivers required by any Governmental Authority under any Applicable Law.

"Permitted Liens" means any of the following: (i) Liens for Taxes, assessments or other governmental charges, fees or levies that (A) are not yet due and payable, or if due and payable, that are not delinquent, or (B) are being contested in good faith by appropriate Proceedings by the Target Companies, in each case, for which adequate reserves have been established to the extent required by IFRS, (ii) statutory Liens or landlords', carriers', workmen's, warehousemen's, repairmen's, mechanic's, suppliers', materialmen's, construction or other like Liens arising in the ordinary course of business with respect to amounts that are either not yet due and payable or not delinquent or such amounts are being contested in good faith by appropriate Proceedings and, in each case, for which adequate reserves have been established in accordance with IFRS, (iii) with respect to the Real Property, Liens that do not, individually or in the aggregate, materially detract from the value of or materially impair the use of such Real Property for its current use or materially interfere with the operation of the Business in the ordinary course of business, (iv) non-exclusive rights and licenses of Intellectual Property granted in the ordinary course of business to customers or service providers, (v) Liens encumbering or otherwise affecting title to the Real Property which do not materially impair the use or occupancy of such Real Property in the operation of the Business thereon, (vi) with respect to the Real Property, municipal codes, zoning, conservation, entitlement, building and other land use, building or planning laws, ordinances, restrictions or regulations by a Governmental Authority having jurisdiction over such Real Property, to the extent not violated by the current use or occupancy of such Real Property or the conduct of the Business, (vii) Liens disclosed in Schedule 1.01(a)(ii) of the Seller Disclosure Schedules, (viii) Liens registered on title at the relevant land registry office, (ix) Liens granted to any Debt Financing Party at the Closing in connection with the Debt Financing, (x) permits, licenses, leases, subleases, notice of leases, and other occupancy agreements affecting the Real Property which do not materially impair the use or occupancy of such Real Property in the operation of the Business thereon, (xi)

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with respect to the Leased Real Property, the terms and conditions of the Real Property Leases, (xii) prior reservations of minerals, oil and gas in and under, or that may be produced from, the Real Property, (xiii) Liens created by Buyer, and (xiv) the Specified Liens.

"Person" means an individual, a corporation, a general partnership, a limited partnership, a limited liability company, an unlimited liability company, a limited liability partnership, a joint venture, an association, a trust or any other entity or organization, including a Governmental Authority or any department or agency thereof.

"Personal Data" means any information that, alone or in combination with other information in the possession, control or custody of the Target Companies or otherwise Processed in connection with the operation of the Business, (a) allows the identification of or contact with an individual or can be used to identify an individual, (b) can be used to authenticate an individual (including employee identification numbers, social security numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), and (c) any other information that constitutes personal information, personal data or their equivalents under any Applicable Law, applicable Contract, or written, published privacy notices or written policies or terms of use in each case applicable to the Business.

"Pillar Two Rules" means (a) the Organization for Economic Co-Operation and Development ("OECD") model rules in respect of Pillar Two of the OECD's BEPS 2.0 project and any associated rules or guidance issued by the OECD (the "GloBe Rules") and (b) any Law of any jurisdiction that implements, or facilitates the implementation of, the GloBe Rules in that or any other jurisdiction.

"Pillar Two Tax" means any Taxes imposed by, or paid or payable to any taxing authority, pursuant to or in connection with the Pillar Two Rules, including any Qualified Domestic Minimum Top-up Tax and any tax charged pursuant to the Income Inclusion Rule and the Undertaxed Profits Rule (in each case, as defined in the Pillar Two Rules).

"Post-Closing Payables" has the meaning set forth in Section 6.13(c).

"Post-Closing Tax Period" means any Tax period (or portion thereof) other than a Pre-Closing Tax Period.

"Pre-Closing Reorganization" has the meaning set forth in Section 6.02.

"Pre-Closing Tax Period" means any Tax period (or portion thereof) ending on or before the Closing Date.

"Preferred Equity Commitment Letter" has the meaning set forth in the recitals hereto.

"Preferred Equity Financing" means the preferred equity financing incurred or intended to be incurred by Buyer or its Affiliates pursuant to which the Preferred Equity Financing Source has committed, on the terms and subject to the conditions set forth in the Preferred Equity Commitment Letter, to provide Buyer with Preferred Equity

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Financing in the aggregate amount set forth in the Preferred Equity Commitment Letter.

"Preferred Equity Financing Agreements" has the meaning set forth in Section 6.06(a).

"Preferred Equity Financing Source" means CPPIB Credit Investments III Inc.

"Privacy Obligations" means (i) Applicable Laws (including CASL) and industry standards, (ii) applicable Contracts with third parties, or (iii) written, published privacy notices or written, finalized (whether public or internal) policies or terms of use in each case applicable to the Business that are related to privacy, information security, data protection, data breach notification, and the Processing of Personal Data.

"Privileged Communications" has the meaning set forth in Section 6.19(b).

"ProAmpac UK" means ProAmpac UK Ltd., a private company limited by shares in the United Kingdom.

"Proceeding" means any charge, complaint, grievance, litigation, arbitration, investigation, audit, notice, hearing, suit, claim, action, appeal, application, or proceeding, at law or in equity.

"Process" or "Processing" means any operation or set of operations that is performed on data, whether or not by automated means, such as the receipt, access, acquisition, collection, recording, organization, compilation, structuring, storage, adaptation or alteration, retrieval, use, disclosure by transfer, transmission, dissemination or otherwise making available, alignment or combination, restriction, disposal, erasure, sale, or destruction.

"Prohibited Financing Amendment" has the meaning set forth in Section 6.06(b).

"Proposed Amounts" has the meaning set forth in Section 2.04(b).

"Proposed Closing Cash" has the meaning set forth in Section 2.04(b).

"Proposed Closing Indebtedness" has the meaning set forth in Section 2.04(b).

"Proposed Closing Net Working Capital" has the meaning set forth in Section 2.04(b).

"Proposed Closing Statement" has the meaning set forth in Section 2.04(b).

"Proposed Transaction Expenses" has the meaning set forth in Section 2.04(b).

"Purchased Shares" has the meaning set forth in the recitals hereto.

"R&W Insurance Policy" means a buy-side representations and warranties insurance policy, including any excess buy-side representations and warranties insurance policies specifically issued in connection with such policy, that may be obtained in connection with the representations and warranties contained in this Agreement or in any Transaction Document.

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"Real Property" means, collectively, the Leased Real Property and the Owned Real Property.

"Real Property Lease" means each lease, sublease, license, occupancy agreement or similar agreement pursuant to which a Target Company holds a leasehold or subleasehold estate in, or is granted the right to use or occupy, any Leased Real Property (including any material amendments, modifications and guarantees in connection with the same).

"Registered Owned Intellectual Property" means Owned Intellectual Property that is registered or filed with or issued by any Governmental Authority, including all internet domain names, patents, registered copyrights, registered industrial designs and registered trademarks and all applications for any of the foregoing.

"Related Party" has the meaning set forth in Section 4.22.

"Release" means any releasing, depositing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, dumping, migrating, disposal or disposing into or through the Environment (including the abandonment or discarding of barrels, containers and other closed receptacles containing any Hazardous Materials) of any Hazardous Materials.

"Released Claims" means, collectively, Buyer Released Claims and the Seller Released Claims.

"Released Obligations" has the meaning set forth in Section 2.04(a).

"Releasing Person" has the meaning set forth in Section 10.06.

"Replacement Guarantee" has the meaning set forth in Section 6.29.

"Replacement Plans" has the meaning set forth in Section 6.20(b).

"Representatives" means, with respect to a Person, each of its respective owners, directors, managers, officers, attorneys, accountants, employees, advisors or agents.

"Required Funding Amount" has the meaning set forth in Section 5.07(d).

"Required Information" means a correct and complete copy of (a) the Carve-Out Financial Statements and the unaudited consolidated balance sheet of the Target Companies and the related statements of income and cash flows for each fiscal quarter ending after July 27, 2025 and more than forty-five (45) days prior to the Closing Date, and (b) such other customary financial information and other pertinent information regarding the Target Companies as may be reasonably requested in writing by Buyer, in each case, that is reasonably available to the Target Companies for financings of the type contemplated by the Debt Commitment Letter, provided that Buyer shall be solely responsible for the preparation of any pro forma financial statements and pro forma adjustments giving effect to the Contemplated Transactions for use in connection with the Debt Financing.

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

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"Requisite Company Vote" means the affirmative vote of at least two-thirds (66 ⅔ %) of the votes cast by the Shareholders in respect of Seller Shares, voting as a single class, present in person or represented by proxy at the Company Shareholders Meeting.

"Restricted Business" has the meaning set forth in Section 6.21(c).

"Restricted Cash" means, as of the Calculation Time: (a) any cash or cash equivalents that is subject to any legal or contractual restriction on the ability to freely transfer or use such cash for any lawful purposes or to repay indebtedness for borrowed money; or (b) without limiting clause (a), any: (i) cash or cash equivalents held outside of the United States or Canada that are subject to repatriation restrictions imposing taxes or penalties; (ii) petty cash or till floats not exceeding $150,000 in the aggregate; (iii) cash or cash equivalents held for the purposes of meeting regulatory or contractual requirements or to support letters of credit or other liabilities or obligations (including bonds or guarantees) excluding any amounts that can be released or substituted without breaching such requirements; and (iv) deposits with third parties (including security deposits), cash in reserve or escrow accounts and cash subject to a dominion, control or similar Contract, in each case, provided that (1) such balances shall only be considered as Restricted Cash to the extent that all liabilities directly applicable to such Restricted Cash are excluded from Net Working Capital and Indebtedness, the intent of this clause (1) merely to avoid double counting, and (2) only the restricted portion of the cash balance shall be considered Restricted Cash (and no others) determined as the lower of (i) cash subject to such specific restriction and (ii) the cost needed to release such cash balance from such restriction (including the amount of any Taxes or other repatriation costs that would apply to a direct or indirect distribution to Buyer in the most Tax efficient manner permitted by Applicable Law at a "more likely than not" or higher level of confidence of any such amounts held by the Target Companies immediately after the Closing).

"Restricted Period" has the meaning set forth in Section 6.21(a).

"Restricted Territory" has the meaning set forth in Section 6.21(c).

"Restrictive Covenant Obligations" has the meaning set forth in Section 6.20(d).

"Review Period" has the meaning set forth in Section 2.04(d).

"Sanctioned Country" means any country, territory or region that is, or has been since April 24, 2019, the subject of comprehensive country-wide or territory-wide Sanctions (which are, currently, Cuba, Iran, North Korea, the Crimea region, the self-proclaimed Donetsk People's Republic and Luhansk People's Republic regions of Ukraine, the Kherson and Zaporizhzhia oblasts of Ukraine that are illegally occupied by the Russian Federation and countries and territories controlled by terrorist entities (currently including Afghanistan and parts of Yemen controlled by Ansarallah)).

"Sanctioned Party" means: (a) any Person included on one or more of the Sanctioned Party Lists, or the government of Venezuela; (b) any Person located, organized, or ordinarily resident in a Sanctioned Country; (c) any Person owned or controlled (as determined in accordance with the applicable Sanctions) directly or indirectly by, or acting on behalf of, a Person described in clauses (a)-(b); or (d) any national of a Sanctioned Country with whom U.S. persons are prohibited from dealing.

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"Sanctioned Party Lists" means, as applicable, the list of sanctioned entities maintained by the United Nations; the Specially Designated Nationals and Blocked Persons List, the Foreign Sanctions Evaders List and the Sectoral Sanctions Identifications List, all administered by the U.S. Department of the Treasury, Office of Foreign Assets Control; the U.S. Denied Persons List, the U.S. Entity List, and the U.S. Unverified List, all administered by the U.S. Department of Commerce; the consolidated list of Persons, Groups and Entities Subject to EU Financial Sanctions, as implemented by the EU Common Foreign & Security Policy; regulations adopted under the Canadian Sanctions laws, and the list of terrorist persons maintained by Public Safety Canada; and similar lists of sanctioned parties maintained by other Governmental Authorities with regulatory authority over the Target Companies, the Business, and their respective operations from time to time.

"Sanctions" means Applicable Laws relating to economic or financial sanctions, trade restrictions, asset freezes, trade embargoes, or blocking and anti-boycott measures, administered and enforced by: (i) the United States (including the Department of the Treasury, Office of Foreign Assets Control, Department of State and the Department of Commerce); (ii) the government of Canada (such as Global Affairs Canada, the Royal Canadian Mounted Police, and Public Safety Canada) including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing Assets of Corrupt Foreign Officials Act (Canada), the anti-terrorism provisions of the Criminal Code (Canada), the Foreign Extraterritorial Measures Act (Canada), the Justice for Victims of Corrupt Foreign Officials Act (Sergei Magnitsky Law) (Canada), and all regulations, schedules, orders or lists made or enacted pursuant to any of the foregoing; (iii) the United Nations Security Council; or (iv) any other applicable foreign Governmental Authority.

"Securities Act" means the Securities Act of 1933, as amended.

"Seller" has the meaning set forth in the preamble hereto.

"Seller Business" means the business and operations of Seller and its Subsidiaries, other than the Business.

"Seller Disclosure Schedules" means the disclosure schedules of Seller relating to this Agreement.

"Seller Employee Plan" means each Employee Plan sponsored, maintained, contributed to, required to be contributed to or administered by Seller or any of its Affiliates, but excluding any Company Employee Plan.

"Seller Insurance Policy" has the meaning set forth in Section 6.25.

"Seller Marks" means the Marks owned by Seller or any of its Affiliates (other than Marks included in the Owned intellectual Property) that (i) are used in the operation of the Business, (ii) use or contain "Transcontinental", "TC" or the Transcontinental corporate symbol or logo, either alone or in combination with other words, or (iii) are listed on Schedule 1.01(a)(iii) of the Seller Disclosure Schedules, and all Marks that are derivatives of such Marks or confusingly similar thereto.

"Seller Proprietary Information" means (a) all confidential or proprietary information or data relating exclusively to, or used exclusively in, the Seller Business, including any such technical specifications, designs, drawings, technology, know-how,

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processes, trade secrets, inventions, proprietary data, formulas, customer pricing and rebate information, research and development data and computer software programs, whether or not marked with a restrictive legend of Seller or any of its Affiliates, and any such other data, information or documentation marked with a restrictive legend by or on behalf of Seller or any of its Affiliates, and (b) all Shared Business Information; provided that Seller Proprietary Information shall not include Company Proprietary Information.

"Seller Related Parties" means, collectively, Seller, its Subsidiaries, and their respective Representatives.

"Seller Released Claim" has the meaning set forth in Section 10.06.

"Seller Released Person" has the meaning set forth in Section 10.06.

"Seller Shares" means the issued and outstanding Class A Subordinate Voting Shares and Class B Shares in the capital of Seller.

"Shared Assets" means any asset (other than a Contract) that is owned or held by Seller or any of its Affiliates (including the Target Companies) that relates to both the Business and the Seller Business.

"Shared Business Information" means confidential or proprietary information that as of the Closing Date is used or maintained by both Seller and its Affiliates or the Target Companies in respect of the Seller Business, on the one hand, and the Business (including the Target Companies), on the other hand.

"Shared Contracts" means any Contract to which Seller or any of its Affiliates (including the Target Companies) is a party (or by which assets or properties of any the Target Companies or the Business are bound), on the one hand, and a third-party counterparty is party, on the other hand, that relates to both the Business and the Seller Business.

"Shareholders" means the holders of Seller Shares.

"Shortfall Amount" has the meaning set forth in Section 2.04(i)(ii).

"Software" means computer software programs, data and databases, including all source code, object code, firmware, specifications, designs and documentation therefor.

"Specified Customers" has the meaning set forth in Section 4.23(a).

"Specified R&D Tax Credits" means the research and development credits for U.S. federal income Tax purposes set forth on Schedule 1.01(a)(i) of the Company Disclosure Schedules, in each case, to the extent actually available to offset Taxes in a Post-Closing Tax Period (taking into account applicable limitations under Section 383 of the Code and any reserves for uncertain Tax positions). To the extent any Specified R&D Tax Credits are taken into account in the calculation of the Income Tax Amount, such Specified R&D Tax Credits shall be deemed deleted from Schedule 1.01(a)(i) (it being understood that the intention of this sentence is to prevent any double-counting of Specified R&D Tax Credits).

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"Specified Liens" means all liabilities and other obligations to Martin Mechanical, Inc., Advantage Industrial Systems LLC or their Affiliates that are secured by a mechanics Lien.

"Specified Suppliers" has the meaning set forth in Section 4.23(b).

"Specified Tax Refunds" has the meaning set forth in Section 6.17(c).

"Step Plans" has the meaning set forth in Section 6.02.

"Stikeman" has the meaning set forth in Section 6.19(a).

"Straddle Period" means any taxable period that begins on or before the Closing Date and ends after the Closing Date.

"Subsidiary" means, with respect to any Person, any other Person of which the specified Person, either directly or through or together with any other of its Subsidiaries, owns more than (i) fifty percent (50%) of the Equity Interests, or (ii) fifty percent (50%) of the voting power in the election of directors or their equivalents, other than as affected by events of default.

"Superior Proposal" means any unsolicited bona fide written Acquisition Proposal made after the Agreement Date which did not arise from or involve a breach of Section 6.04 or any other provision of this Agreement, the Confidentiality or Clean Team Agreements or any other agreement between the Person making the Acquisition Proposal and its Affiliates, on the one hand, and Seller or any of its Subsidiaries on the other hand, made by any Person (other than Buyer or any of the Affiliates of Buyer) and in compliance with applicable securities Laws (i) that relates (A) to not less than all of the outstanding Seller Shares, (B) to all or substantially all of the assets of Seller and its Subsidiaries taken as a whole, or (C) solely for the Business, (ii) which the Board determines in good faith judgment, after receiving the advice of its financial advisor and outside legal counsel and after taking into account all the terms and conditions and other factors and aspects of the Acquisition Proposal deemed relevant by the Board (or relevant committee thereof) (including the identity of the Person or group of Persons making such Acquisition Proposal and their Affiliates) that: (A) the Acquisition Proposal would, if completed in accordance with its terms (but without assuming away the risk of non-completion), provide terms more favourable from a financial point of view to the Shareholders than those contemplated by this Agreement (taking into consideration all of the terms and conditions of such proposal and this Agreement (including the ability of the parties thereto to consummate the transactions contemplated thereby and any changes to the terms and conditions of this Agreement proposed by Buyer in response to such Superior Proposal in accordance with Section 6.04)); and (B) the failure to recommend such Acquisition Proposal to the Shareholders would be inconsistent with the Board's fiduciary duties under Applicable Law; (iii) is reasonably capable of being completed without undue delay, taking into account all financial, legal and regulatory aspects or such proposal, including financing, regulatory approvals, identity of the Person or group and their Affiliates making the proposal; (iv) is not subject to a due diligence or access condition or financing condition and for which financing, to the extent required, is then committed (in each case, at the time any Company Adverse Change in Recommendation would be made); and (v) with respect to the type of transaction in clause (i)(A) above only, requires the termination of, or otherwise does not contemplate or require the offeror to honor or comply with the terms and conditions of this Agreement; and, for greater certainty, a "Superior

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Proposal solely for the Business" or similar terms shall exclude any proposal, inquiry, expression of interest, or offer, or public announcement of an intention with respect to any acquisition by any Person, directly or indirectly, of any shares or assets of Seller or its Subsidiaries in addition to, or in conjunction with, the acquisition of the Business, in a single transaction or a series of related transactions.

"Support and Voting Agreement" has the meaning set forth in the recitals hereto.

"Supraplast" has the meaning set forth in the recitals hereto.

"Tail Policies" has the meaning set forth in Section 6.27.

"Target Companies" has the meaning set forth in the preamble hereto.

"Target Company Permit" has the meaning set forth in Section 4.12(a).

"Target Net Working Capital" means $256,600,000.

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

"Tax Returns" means all returns (including information returns), forms, filings, declarations, notices, reports, elections, designations, estimates and any other information or written statements regarding Taxes, including any attachment or schedule thereto and including any amendment thereof, in each case, filed or required to be filed with any Governmental Authority.

"Taxes" means (a) any federal, provincial, local, state, municipal or other taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever in the nature of a tax (including any Pillar Two Tax) imposed or charged by any Governmental Authority and any instalments in respect thereof, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, branch, gross receipts, profits, gains, windfalls, capital, capital stock, production, volume, quantity, recapture, transfer, land transfer, gift, occupation, wealth, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, estimated special assessment, stamp, tariff, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, utility, surtaxes, customs, import or export, and all employer premiums and contributions to any statutory plan and/or any Governmental Authority, (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (a) above or this clause (b), (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

"Title IV Plan" has the meaning set forth in Section 4.19(m).

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"to the knowledge" or "known" (and any similar phrase) means, with respect to Seller, the actual knowledge, after reasonable inquiry, of the Persons listed on Schedule 1.01(a)(iv) of the Seller Disclosure Schedules as of the Agreement Date.

"Transaction Documents" means this Agreement, the Commitment Letters, the Support and Voting Agreement, the Transition Services Agreement, the Montreal Lease, the Assignment and any other document, certificate, Contract, or deliverable executed by Seller and Buyer (or their applicable Affiliates) in connection with the Contemplated Transactions, and any exhibits or attachments to any of the foregoing, as the same may be amended from time to time (including any of the foregoing in connection with the Pre-Closing Reorganization).

"Transaction Expenses" means, without duplication, the aggregate amount of: (a) fees, costs and expenses incurred for the benefit of and payable or reimbursable by the Target Companies in connection with the Contemplated Transactions or otherwise with respect to the negotiation, documentation and consummation as applicable, of the Transaction Documents and the Contemplated Transactions or any sale process, including any such fees, costs and expenses of counsel, brokers, accounts, financial advisors or other advisors retained by Seller or any of its Affiliates (including any Target Company); (b) any change of control, sale, transaction, retention, severance, termination, incentive or deferred compensation, cash-in-lieu-of-equity or other similar payments or obligations payable by any Target Company to any Company Employee or any other current or former employee, officer, director or other individual service provider of the Target Companies that become due solely as a result of the execution of this Agreement or are triggered solely as a result of the consummation of the Contemplated Transactions (and not conditioned upon the occurrence of any other event), in each case, together with the employer portion of any payroll, social security, unemployment or other Taxes associated with the foregoing (calculated as if all such amounts were payable on the Closing Date), but excluding any compensation in the ordinary course of business, severance payments not accelerated in connection with the consummation of the Contemplated Transactions and any payments included in the calculation of Net Working Capital or Indebtedness; and (c) all liabilities and other obligations of Seller pursuant to Section 6.27.

"Transaction Tax Deductions" means all deductions for income Tax purposes in respect of fees, costs and expenses of the Target Companies incurred, related to or arising in connection with the transactions contemplated in this Agreement, provided that such fees, costs or expenses are paid by the Target Companies prior to the Calculation Time or are otherwise reflected as a liability in the calculation of the Final Adjusted Purchase Price adjustments pursuant to Section 2.04, including, for greater certainty, any amounts included as Transaction Expenses or Indebtedness (or that would be so included but for the fact that such amounts were paid prior to Closing).

"Transcontinental Advanced Coatings UK" has the meaning set forth in the recitals hereto.

"Transcontinental Holdings NZ" has the meaning set forth in the recitals hereto.

"Transcontinental Packaging Whitby" has the meaning set forth in the recitals hereto.

"Transcontinental Printing" has the meaning set forth in the recitals hereto.

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"Transcontinental Printing Corporation" has the meaning set forth in the recitals hereto.

"Transfer Taxes" has the meaning set forth in Section 6.18.

"Transferred Information" has the meaning set forth in Section 6.24(a).

"Transferred Optium Business" means the customer relationships set forth on Exhibit E attached hereto and all Contracts, goodwill, accounts receivable, claims, benefits, Intellectual Property and other rights, titles and interests in and to such relationships.

"Transition Services Agreement" has the meaning set forth in Section 3.02(a)(ii).

"Trilex" means Industrial y Comercial Trilex C.A., a company formed under the laws of Ecuador.

"Union" means any labor union, labor organization, labor association, works council, trade union or other employee representative.

"U.S. Target Companies" means the Target Companies organized under the Laws of the United States.

"Waiving Parties" has the meaning set forth in Section 6.19(c).

"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Applicable Law.

"Whitby Amalco" means 4769018 Nova Scotia Limited, a Nova Scotia corporation.

Section 1.02 Interpretative Matters; Seller Disclosure Schedules.

(a) The definitions in Section 1.01 and elsewhere in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The word "including" or any variation thereof means "including, without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. The words "herein," "hereof" and "hereunder" and words of similar import refer to this Agreement (including the exhibits to this Agreement and the Seller Disclosure Schedules) in its entirety and not to any part hereof unless the context shall otherwise require. All references herein to Articles, Sections, exhibits and the Seller Disclosure Schedules shall be deemed references to Articles and Sections of, and exhibits and the Seller Disclosure Schedules to, this Agreement unless the context shall otherwise require. Unless the context shall otherwise require, any references to any agreement or other instrument or any Law are to such agreement, instrument or Law as the same may be amended and supplemented from time to time (and, in the case of any statute or regulation, to any successor provisions). Any reference to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder (including, with respect to the Code, all Treasury regulations promulgated thereunder), unless the context requires otherwise. Any reference in this Agreement to a "day" or a number of "days" (without explicit reference to

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"Business Days") shall be interpreted as a reference to a calendar day or number of calendar days. For all purposes of this Agreement, but subject to Section 3.01 (with respect to the effective time of the Closing), including any deadlines, delivery of notices or measurements of the period hereunder, a "day" shall mean 12:00 a.m. Eastern Time to 11:59 p.m. Eastern Time. If any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. If any Party has breached any representation and warranty, covenant or other obligation contained herein in any respect, the fact that there exists another representation and warranty, covenant or other obligation relating to the same subject matter that the party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation and warranty, covenant or other obligation. The Parties agree that any drafts of this Agreement or any Transaction Document prior to the final fully executed agreements shall not be used for purposes of interpreting any provision of this Agreement or any Transaction Document, and each of the Parties agrees that no Party or other Person shall make any claim, assert any defense or otherwise take any position inconsistent with the foregoing in connection with any dispute or proceeding among any of the foregoing or for any other purpose. All references to dollar(s) or use of the $ symbol in this Agreement or any Transaction Document refer to U.S. dollars. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement. Solely for purposes of Article IV, the term "threatened" means "threatened in writing or, to the knowledge of Seller, threatened verbally." The word "breach" means (x) in the context of a breach of a representation and warranty, that such representation and warranty is not true and correct, and (y) in the context of a breach of a covenant or other obligation by a Party, that such Party has not performed or complied with such covenant or other obligation. For purposes of any assets, liabilities, entities or Persons located in the Province of Québec and for all other purposes pursuant to which the interpretation or construction of this Agreement may be subject to the laws of the Province of Québec or a Governmental Authority exercising jurisdiction in the Province of Québec, and irrespective as to whether such terms or capitalized or not capitalized (a) "personal property" shall include "movable property", (b) "real property" shall include "immovable property", (c) "tangible property" shall include "corporeal property", (d) "intangible property" shall include "incorporeal property", (e) "security interest" and "mortgage" shall include a "hypothec", "right of retention", "prior claim and a resolutory clause", (f) "goods" shall include "corporeal movable property" other than chattel paper, documents of title, instruments, money and securities, (g) an "agent" shall include a "mandatory"; (h) "gross negligence" shall be deemed to be "intentional or gross fault"; (i) "beneficial ownership" shall include "ownership on behalf of another as mandatory"; (j) "easement" shall include "servitude"; (k) "state" shall include "province"; (l) "fee simple title" shall include "absolute ownership" (m) "accounts" shall include "claims", and (n) "tort" shall include "extra-contractual liability". The phrases "commercially reasonable efforts" and "reasonable best efforts" shall be deemed to have the same meaning.

(b) The Seller Disclosure Schedules attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same

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had been set forth verbatim herein. Any capitalized terms used in the Seller Disclosure Schedules but not otherwise defined therein shall be defined as set forth in this Agreement. The representations and warranties of Seller set forth in this Agreement are made and given subject to the disclosures contained in the applicable section of the Seller Disclosure Schedules, and Seller shall not be, and shall not be deemed to be, in breach of any representation and warranty (and no claims shall lie in respect thereof) in respect of any matter to the extent disclosed (or deemed disclosed in accordance with the last sentence of this Section 1.02(b)) in such applicable section Seller Disclosure Schedules. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Person. The inclusion of any item in the representations and warranties contained in this Agreement or the Seller Disclosure Schedules or Exhibits is not intended to imply that the items so included, or other items, are or are not required to be disclosed (including whether such items are required to be disclosed as material or threatened) or are within or outside of the ordinary course of business, and no party will use the fact of the inclusion of any item in this Agreement or the Seller Disclosure Schedules or Exhibits in any dispute or controversy between the Parties as to whether any obligation, item, or matter not described or included in this Agreement or in any Seller Disclosure Schedule or Exhibit is or is not required to be disclosed (including whether the items are required to be disclosed as material or threatened) or is within or outside of the ordinary course of business for purposes of this Agreement. Certain information set forth in the Seller Disclosure Schedules has been included and disclosed solely for informational purposes and may not be required to be disclosed pursuant to the terms and conditions of this Agreement. The disclosure of any information on the Seller Disclosure Schedules shall not be deemed to constitute an acknowledgement or agreement that the information is required to be disclosed in connection with the representations and warranties made in this Agreement or that the information is material, nor shall any information so included and disclosed be deemed to establish a standard of materiality or otherwise be used to determine whether any other information is material or any other disclosure is required. The Seller Disclosure Schedules have been arranged for purposes of convenience in separately titled Schedules corresponding to the Sections of this Agreement; provided, however, each Schedule of the Seller Disclosure Schedules shall be deemed to incorporate by reference all information disclosed in any other Schedule of the Seller Disclosure Schedules to the extent that such information's application or relevance is reasonably apparent on its face.

ARTICLE II. PURCHASE AND SALE; PURCHASE PRICE

Section 2.01 Purchase and Sale.

Upon the terms and subject to the conditions set forth in this Agreement, the Parties agree that, at the Closing:

(a) Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the Purchased Shares of Transcontinental Printing Corporation held by Seller, free of and clear of all Liens; concurrently thereto, Transcontinental Printing shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall

purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the one common share of Transcontinental Printing Corporation held by Transcontinental Printing for a consideration of one dollar ($1.00);

(b) Seller shall sell, convey, assign, transfer and deliver to ProAmpac UK, and Buyer shall cause ProAmpac UK to purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the Purchased Shares of each of Transcontinental Advanced Coatings UK, Supraplast, Banaplast and Transcontinental Holdings NZ, in each case, free of and clear of all Liens;

(c) Seller shall sell, convey, assign, transfer and deliver to Flexstar Amalco, and Buyer shall cause Flexstar Amalco to purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the Purchased Shares of Flexstar, free of and clear of all Liens;

(d) Seller shall sell, convey, assign, transfer and deliver to Flexipak Amalco, and Buyer shall cause Flexipak Amalco to purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the Purchased Shares of Flexipak, free of and clear of all Liens; and

(e) Seller shall sell, convey, assign, transfer and deliver to Whitby Amalco, and Buyer shall cause Whitby Amalco to purchase, acquire and accept, all right, title and interest (record and beneficial) in and to the Purchased Shares of Transcontinental Packaging Whitby, free of and clear of all Liens;

provided that, to the extent that any of ProAmpac UK, Flexstar Amalco, Flexipak Amalco and Whitby Amalco shall fail to acquire such Purchased Shares on the Closing, Buyer shall not be released from its obligations hereunder and shall purchase, in its own name, the applicable Purchased Shares from Seller.

Section 2.02 Purchase Price.

Subject to the terms and conditions of this Agreement, at the Closing, Buyer shall pay and deliver (or cause to be paid and delivered) to Seller, as consideration for all of the Purchased Shares on behalf of the Buyer Entities, by wire transfer of immediately available funds, to an account or accounts designed by Seller to Buyer at least one (1) Business Day prior to the Closing Date, an amount, in the aggregate, equal to (i) One Billion, Five Hundred and Ten Million Dollars ($1,510,000,000), minus (ii) the Estimated Net Working Capital Shortfall (if any), plus (iii) the Estimated Net Working Capital Excess (if any), plus (iv) the Estimated Closing Cash, minus (v) the Estimated Closing Indebtedness and minus (vi) the Estimated Closing Transaction Expenses (the resulting amount, the "Closing Purchase Price").

Section 2.03 Payment of Closing Repayment Debt at Closing.

At the Closing, Buyer shall pay, or cause to be paid, the amount set forth in their respective Pay-Off Letters, on behalf of the Target Companies, as applicable, to the holders of all of the Closing Repayment Debt.

Section 2.04 Purchase Price Adjustments.

(a) Not later than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer: an unaudited written statement (the "Estimated Closing Statement") setting forth (x) Seller's good faith estimate based on reasonably

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available supporting documentation (if not reasonably available, Seller may, with the prior written consent of Buyer, make the estimates set forth in this Section 2.04(a) using supporting documentation for the last fiscal quarter ended prior to the Closing Date) of (i) the Cash of the Target Companies as of the Calculation Time (the "Estimated Closing Cash"), (ii) the Indebtedness of the Target Companies as of the Calculation Time (the "Estimated Closing Indebtedness"), (iii) the Net Working Capital of the Target Companies as of the Calculation Time (the "Estimated Closing Net Working Capital Amount") and (iv) the Transaction Expenses (the "Estimated Closing Transaction Expenses" and, together with the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Closing Working Capital Amount, the "Estimated Amounts") in each case prepared in accordance with the definitions set forth in this Agreement and, to the extent applicable, the Accounting Principles, and (y) a calculation of the Closing Purchase Price derived therefrom based on the Exchange Rate as of the Business Day immediately preceding the date on which the Estimated Closing Statement was delivered, expressed in Dollars. Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement and the Estimated Amounts and Seller shall consider such comments and changes in good faith and incorporate any agreed comments and changes in a revised Estimated Closing Statement. At least one (1) Business Day in advance of the Closing Date, Seller shall deliver to Buyer customary and appropriate fully-executed (x) pay-off letters and termination letters (each, a "Pay-Off Letter") (it being understood that Seller shall deliver to Buyer drafts of such Pay-Off Letters at least three (3) Business Days in advance of the Closing Date) from the applicable secured parties or other holders of secured Indebtedness of the Target Companies (the "Closing Repayment Debt"), evidencing the discharge or payment in full of such Closing Repayment Debt on the Closing Date and (y) discharge and release documentation in respect of indebtedness (including any guarantees) described on Schedule 4.09(a)(xiv)(A)(15) (the "Released Obligations"), in each case, in form and substance reasonably satisfactory to Buyer, setting forth the respective amounts, payees and wiring instructions relating to the payment of all Closing Repayment Debt, with, to the extent applicable, in the case of each of clauses (x) and (y), all required termination statements on Form UCC-3, all required forms and financing change statement discharging registrations made under the personal property security legislation of any Canadian province or territory and any other customary releases and/or terminations of all security interests recorded against the assets of the Target Companies (including any applicable intellectual property releases and deposit account control agreement terminations) with respect to such Closing Repayment Debt or Released Obligations which UCC-3 termination statements, forms, financing change statements and other releases and terminations will be filed, recorded or delivered to the counterparties, as applicable, each in form and substance acceptable to the Buyer and, in the case of clause (x), following repayment in full of such Closing Repayment Debt, or other evidence satisfactory to Buyer of the discharge or repayment of such Closing Repayment Debt, and upon repayment in full of such Closing Repayment Debt, and if applicable in the case of clause (y), execution, delivery and/or filing thereof, all of the Liens, commitments and guarantees in respect of all of the Closing Repayment Debt and the Released Obligations shall be terminated and thereafter of no further force and effect.

(b) Promptly following the Closing Date, but in no event later than ninety (90) days following the Closing Date, Buyer shall, at its expense, prepare and deliver, or

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cause to be prepared and delivered, to Seller, an unaudited written statement prepared in good faith in a form substantially similar to the Estimated Closing Statement (the "Proposed Closing Statement"), with reasonable supporting documentation, setting forth in reasonable detail Buyer's good faith calculation of (i) the Cash of the Target Companies as of the Calculation Time (the "Proposed Closing Cash"), (ii) the Indebtedness of the Target Companies as of the Calculation Time (the "Proposed Closing Indebtedness"), (iii) the Net Working Capital of the Target Companies as of the Calculation Time (the "Proposed Closing Net Working Capital"), (iv) the Transaction Expenses (the "Proposed Transaction Expenses" and, together with the Proposed Closing Cash, the Proposed Closing Indebtedness and the Proposed Closing Net Working Capital, the "Proposed Amounts") in each case prepared in accordance with the definitions set forth in this Agreement and, to the extent applicable, the Accounting Principles, and (v) a calculation of the Final Adjusted Purchase Price derived therefrom based on the Exchange Rate as of the Closing Date, expressed in Dollars.

(c) The Estimated Closing Statement, the Proposed Closing Statement and the Final Closing Statement shall be prepared, and the Estimated Amounts, the Proposed Amounts and the Final Amounts shall be calculated, in accordance with the defined terms set forth in this Agreement (including, to the extent applicable, the Accounting Principles) and subject to any adjustments contemplated therein. Notwithstanding any input Buyer may have with respect to the amounts reflected in the Estimated Closing Statement, no position or agreement made or taken by Buyer with respect to the amounts reflected in the Estimated Closing Statement shall preclude Buyer from taking any other position or making any other argument with respect to the Proposed Closing Statement or Final Closing Statement, except that all positions taken must be in accordance with this Section 2.04(c).

(d) During the period following the date the Estimated Closing Statement is delivered and the date that the Proposed Closing Statement has become final and binding in accordance with this Section 2.04, each Party shall provide the other Party and its Representatives reasonable access, during normal business hours, in a manner that does not unreasonably interfere with the normal business operations of the other Party, and upon reasonable advance notice, to any personnel who were involved in the preparation of the Estimated Closing Statement or the Proposed Closing Statement and to any relevant books, records, documents and, subject to execution of customary access letter(s), work papers, in each case requested by such Party or its Representatives to the extent reasonably necessary in connection with such Party's preparation and/or review of the Estimated Closing Statement, the Proposed Closing Statement, the Proposed Amounts or any resolution of any dispute with respect thereto.

(e) Within forty-five (45) days following Buyer's delivery of the Proposed Closing Statement to Seller (the "Review Period"), Seller shall deliver written notice to Buyer stating whether Seller accepts or disputes the accuracy of the Proposed Amounts reflected therein. If Seller accepts the Proposed Amounts, or if Seller does not deliver written notice to Buyer notifying Buyer of a dispute with respect to the Proposed Amounts in accordance with Section 2.04(f) within the Review Period, then the Proposed Closing Statement and the Proposed Amounts set forth therein, in each case, shall be deemed final, conclusive and binding on the

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Parties in all respects and used for purposes of calculating the Final Adjusted Purchase Price in accordance with Section 2.04(h) and Section 2.04(i).

(f) If Seller disputes the accuracy of the Proposed Closing Statement, any of the Proposed Amounts or the Final Adjusted Purchase Price derived therefrom, then Seller shall provide written notice to Buyer of its disagreement prior to the expiration of the Review Period (such notice, a "Notice of Disagreement") specifying the Proposed Amounts that Seller disputes and the line items and amounts, to the extent determinable, in dispute (the "Disputed Items"), and Seller's proposed correct calculation of the Disputed Items (to the extent reasonably possible) and the basis therefor; provided that, any line item or amount set forth in the Proposed Closing Statement and not specifically objected to in a Notice of Disagreement delivered by Seller pursuant to this Section 2.04(f) shall be deemed accepted and agreed to by the Parties and shall be final, binding and non-appealable by the Parties upon delivery of such Notice of Disagreement. If reasonably requested by Buyer, Seller shall provide supporting documentation, supplements or other information related to such Notice of Disagreement.

(g) If a Notice of Disagreement is timely delivered pursuant to Section 2.04(e) and Section 2.04(f), Seller and Buyer shall, during the thirty (30)-day period following such delivery, negotiate in good faith to resolve the Disputed Items. If, at the conclusion of such thirty (30)-day period, Seller and Buyer have not resolved all Disputed Items, then all Disputed Items remaining in dispute may be submitted by Seller or Buyer for definitive resolution to a nationally recognized independent accounting, valuation or dispute resolution firm mutually acceptable to Seller and Buyer and agreed upon in writing (the "Independent Firm"). The Independent Firm shall be engaged by Seller and Buyer promptly following a Party's determination to submit Disputed Items to the Independent Firm. Each of Seller and Buyer agree to promptly execute, if requested by the Independent Firm, a reasonable engagement letter with respect to the determination to be made by the Independent Firm with respect to such dispute in accordance with this Section 2.04(g). Promptly after joint engagement of the Independent Firm, the Parties shall provide the Independent Firm with a copy of this Agreement, the Accounting Principles, Buyer's Proposed Closing Statement, and Seller's Notice of Disagreement. Each of Seller and Buyer shall deliver to the Independent Firm (and, after each of the Parties has submitted its position to the Independent Firm, to the other Party) a written submission of its final position with respect to each of the outstanding Disputed Items (which position may be different than the position set forth in the Proposed Closing Statement and the Notice of Disagreement, as the case may be, but may not be outside of the range of the positions set forth in Buyer's Proposed Closing Statement and Seller's Notice of Disagreement) within fifteen (15) days of the engagement of such Independent Firm (with respect to each Disputed Item, the "Final Position"). Each Party shall thereafter be entitled to submit a written rebuttal to the other's submission, which rebuttals shall be delivered to the Independent Firm (and, after each of the Parties has submitted its rebuttal to the Independent Firm, to the other Party) within thirty (30) days of the delivery of the Parties' initial submissions to the Independent Firm and to each other. The Independent Firm may request additional information solely to the extent necessary to resolve the matter in dispute from either Party, but absent such a request neither Party may make (nor permit any of its Affiliates or Representatives to make) any additional submission to the Independent Firm or otherwise communicate with the Independent Firm.

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Without limiting the foregoing, in no event shall either Party (i) communicate (or permit any of its Affiliates or Representatives to communicate) with the Independent Firm without providing the other Party a reasonable opportunity to participate in such communication or (ii) make (or permit any of its Affiliates or Representatives to make) a written submission to the Independent Firm unless a copy of such submission is simultaneously provided to the other Party. The Independent Firm's determination shall be based upon and consistent with the terms and conditions of this Agreement and with the undisputed portions of the Proposed Closing Statement. The determination by the Independent Firm shall be based on the written submissions (and not any oral presentations) by Seller and Buyer with respect to the Disputed Items and not on the Independent Firm's independent review. In deciding any matter, the Independent Firm (i) shall be bound by the terms and conditions of this Agreement, including the definitions of Cash, Indebtedness, Net Working Capital, Transaction Expenses and the Accounting Principles, and (ii) shall choose, with respect to each Disputed Item, the value proposed for such Disputed Item by either Seller or Buyer in their respective Final Positions submitted to the Independent Firm or any other amount in between Seller's and Buyer's respective Final Positions. The scope of the disputes to be resolved by the Independent Firm shall be limited to determining whether the Disputed Items were determined in accordance with this Agreement and the Independent Firm is not to make any other determination. All negotiations pursuant to this Section 2.04 shall be treated as compromise and settlement negotiations for purposes of Rule 408 of the Federal Rules of Evidence and comparable state rules of evidence. The Parties acknowledge and agree that the Independent Firm shall be functioning solely as an expert and not as an arbitrator. Seller and Buyer shall use commercially reasonable efforts to cause the Independent Firm to render its determination within thirty (30) days after submission of the Parties' rebuttals, or as soon thereafter as possible, which determination shall be set forth in a written statement delivered to Seller and Buyer and shall be final, conclusive, non-appealable and binding for all purposes hereunder, absent manifest error by the Independent Firm. The fees and expenses of the Independent Firm shall be paid by Seller, on one hand, and Buyer, on the other hand, in proportion to the allocation of the dollar value of the amounts in dispute between Seller and Buyer resolved by the Independent Firm such that the Party prevailing on the greatest dollar value of such disputes pays the lesser proportion of such fees and expenses; provided, that any engagement fees of the Independent Firm shall be initially borne fifty percent (50%) by Buyer and fifty percent (50%) by Seller. For example, should the items in dispute total in amount to $1,000 and the Independent Firm awards $600 in favor of Seller's position, 60% of the fees and expenses of the Independent Firm would be borne by Buyer and 40% would be borne by Seller.

(h) The final Cash of the Target Companies as of the Calculation Time, the final Indebtedness of the Target Companies as of the Calculation Time, the final Transaction Expenses of the Target Companies and the final Net Working Capital of the Target Companies as of the Calculation Time, each as finally determined pursuant to this Section 2.04 (whether by agreement of Buyer and Seller or determination by the Independent Firm), are referred to herein respectively as the "Final Closing Cash", the "Final Closing Indebtedness", the "Final Closing Transaction Expenses" and the "Final Closing Net Working Capital" (collectively, the "Final Amounts") and the statement of such Final Amounts is referred to herein as the "Final Closing Statement".

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(i) Following the procedures set forth in this Section 2.04:

(i) if the Final Adjusted Purchase Price is greater than the Closing Purchase Price (such difference, the "Excess Amount"), then within three (3) Business Days after the determination of the Final Amounts, Buyer shall pay to Seller, by wire transfer of immediately available funds, an amount equal to the Excess Amount;

(ii) if the Final Adjusted Purchase Price is less than the Closing Purchase Price (such difference, the "Shortfall Amount"), then within three (3) Business Days after the determination of the Final Amounts, Seller shall pay or cause to be paid, to Buyer, an amount equal to the excess of the Shortfall Amount, by wire transfer of immediately available funds to the account designated in writing by Buyer; and

(iii) if the Final Adjusted Purchase Price is equal to the Closing Purchase Price, then there will be no adjustment to the Closing Purchase Price.

(j) Seller and Buyer agree to treat any payments made under Section 2.04(i) as an adjustment to the Closing Purchase Price, unless otherwise required by Applicable Law.

Section 2.05 Final Adjustment Purchase Price Allocation.

Seller and Buyer agree to allocate the Final Adjusted Purchase Price among the Companies as set forth in Schedule 2.05. The Parties agree to execute and file all of their own Tax Returns and prepare all of their own financial statements and other instruments on the basis of this allocation.

Section 2.06 Intercompany Liabilities.

Prior to the Closing, (a) the Board and the board of directors (or equivalent decisional body) of the applicable Target Companies shall adopt appropriate resolutions and take all other actions necessary to provide for the repayment or settlement in full of all Intercompany Liabilities, effective as of the Closing, and (b) Seller shall deliver to Buyer duly executed repayment or settlement agreements in form and substance reasonably acceptable to Buyer. The Parties agree that pursuant to the definition of Indebtedness, the Closing Purchase Price shall be reduced by the amount of such Intercompany Liabilities to the extent not settled prior to the Closing.

Section 2.07 Withholding.

Notwithstanding anything to the contrary in this Agreement, Buyer, Seller, the Target Companies and any other applicable withholding agent shall be entitled to deduct and withhold, as the case may be, from any amounts payable to any Person pursuant to this Agreement any such amounts that are required to be deducted and withheld under Applicable Law; provided that, other than with respect to any compensatory amounts payable to any current or former employees, Buyer or any such withholding agent shall use commercially reasonable efforts to provide Seller at least five (5) Business Days' notice of any intention to withhold from any amounts payable to Seller unless such withholding is the result of Seller's failure to deliver the certificate contemplated by Section 3.02(a)(iv). To the extent that any such amounts are so deducted or withheld and remitted to the appropriate Governmental Authority, such amounts will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. Buyer and Seller shall cooperate in good faith to eliminate or reduce any deduction or withholding (including through the request and provision of any statements, forms or other documents to reduce or eliminate any such

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deduction or withholding) to the extent permitted by Applicable Law. Notwithstanding anything to the contrary in this Section 2.07, any compensatory amounts payable to any current or former employee of any Target Company pursuant to or as contemplated by this Agreement shall be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures of the applicable Target Company.

Section 2.08 Section 338 Election.

Buyer and its Affiliates shall be permitted to make an election under Section 338(g) of the Code (and any comparable election under U.S. state or local Applicable Law) with respect to the acquisition of the Companies organized outside the United States and their Subsidiaries, provided that Buyer shall notify Seller of its intention to make any such election within sixty (60) days following the Closing Date. Notwithstanding anything to the contrary in this Agreement, Seller shall have no liability or obligation hereunder with respect to any Damages incurred by Buyer or the Target Companies as a result of any election made pursuant to this Section 2.08 and, for greater certainty, any such Damages (including Taxes) shall be excluded in determining the Income Tax Amount.

ARTICLE III. CLOSING

Section 3.01 Closing.

Subject to the terms and conditions of this Agreement, the closing of the Contemplated Transactions (the "Closing") shall take place remotely by the electronic exchange of signatures and documents in lieu of a physical closing at 10:00 a.m., Eastern Time, on the fifth (5th) Business Day following the satisfaction or waiver (by the Party entitled to waive each such condition, to the extent permitted by Law) of the conditions set forth in Article VII hereof (other than those conditions that by their terms or nature are to be performed or satisfied by the delivery of documents or the taking of actions at the Closing, but subject to the satisfaction or valid waiver of such conditions at the Closing) or at such other time and place as the Parties may agree (the "Closing Date"); provided, however, that the Closing shall occur no earlier than February 28, 2026, without the prior written consent of Buyer. The Closing shall be effective as of 12:01 a.m., Eastern Time, on the Closing Date.

Section 3.02 Closing Deliverables and Closing Actions.

(a) At the Closing, Seller shall deliver, or cause to be delivered, to Buyer the following:

(i) stock and share certificates evidencing the Purchased Shares, duly endorsed in blank or accompanied by stock and share powers or other instruments of transfer duly executed in blank for transfer to the applicable Buyer Entity or their designees, including, to the extent reasonably requested by Buyer, customary transfer instruments with respect to such Purchased Shares on terms consistent with this Agreement;

(ii) the mutual transition services agreement, substantially in the form attached hereto as Attachment I (the "Transition Services Agreement"), duly executed by Seller;

(iii) the executed Pay-Off Letters, at least one (1) Business Day prior to the Closing Date;

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(iv) a certificate of Transcontinental Printing Corporation in a manner consistent with Treasury Regulation Section 1.1445-2(c)(3) certifying that Transcontinental Printing Corporation is not, and has not been, a United States real property holding corporation, within the meaning of Section 897 of the Code, during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form attached hereto as Exhibit C; provided, that Buyer's sole remedy in the event Seller fails to deliver such certificate shall be to make a proper withholding of Tax to the extent required by Section 1445 of the Code;

(v) an IRS Form W-8 BEN-E executed by Seller and, to the extent applicable, the declaration specified in Section 6.18(c);

(vi) written resignations, effective as of the Closing, of each of the officers, directors and managers or functional equivalents of each of the Target Companies in their capacity as such, other than Company Employees;

(vii) the Montreal Lease, duly executed by the parties thereto;

(viii) evidence, in form and substance reasonably satisfactory to Buyer, that the employment of the Company Employees set forth on Schedule 3.02(a)(viii) of the Seller Disclosure Schedules has been validly transferred to Transcontinental Packaging Whitby prior to the Closing, except for any such Company Employee that has resigned their employment with Seller and its Subsidiaries prior to the Closing;

(ix) evidence, in form and substance reasonably satisfactory to Buyer, that Company Employees employed by Flexstar and Flexipak, respectively, have been enrolled on, and the payroll data for such Company Employees has been integrated with, the payroll systems of Transcontinental Packaging Whitby, administered by ADP Canada Co., such that all payroll services and functions for Flexstar and Flexipak shall be provided by Transcontinental Packaging Whitby immediately upon Closing (including in respect of (A) payments to be made in arrears for any pre-Closing periods, and (B) Taxes, Employee Plan contributions, and other amounts required to be deducted, withheld, remitted or reported for any pre-Closing period in the year in which the Closing occurs); and

(x) evidence, in form and substance reasonably satisfactory to Buyer, of the establishment of the following standalone benefit plans (collectively, the "New Benefit Plans") effective no later than the Closing: (A) Employee Health Care (including Paramedical, Diagnostics, Ortho, Hospitalization & Travel, Vison Care, Prescription Drug Coverage and other services); (B) Employee Health Spending Accounts; (C) Employee Dental; (D) Employee Life; (E) Employee ADD; (F) Employee Long Term Disability; (G) Employee Short Term Disability; (H) Optional Life; (I) Optional Dependent Life; (J) Critical Illness; (K) Flex Credit plan; and (L) Wellness Account. The New Benefit Plans shall: (i) be sponsored by a Target Company (with such Target Company as the named policyholder) and cover only

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employees of the Target Companies who are located in Canada, (ii) mirror in all material respects the terms and conditions (other than financial terms; it being understood however that Seller shall use commercially reasonable efforts to have the New Benefit Plans provided on substantially similar financial terms than those applicable to the Old Benefit Plans, provided that no deviation from the terms of the Old Benefit Plans shall violate or be inconsistent with applicable Law, contractual entitlements or Section 6.20) of the corresponding Employee Plans in which such employees participated immediately prior to the establishment of such New Benefit Plans ("Old Benefit Plans"), and (iii) be administered by the same vendors providing services to the Old Benefit Plans;

it being further understood that Buyer shall reasonably cooperate with Seller in obtaining the deliverables set forth under Section 3.02(a)(ix) and Section 3.02(a)(x) and that the reasonable out-of-pocket costs (to the extent approved by Buyer in advance in writing) associated therewith shall borne by and be at the sole expense of Buyer.

(b) At the Closing, Buyer shall deliver, or cause to be delivered to Seller the following:

(i) an amount equal to the Closing Purchase Price, by wire transfer of immediately available funds, to an account or accounts designated by Seller to Buyer at least one (1) Business Day prior to the Closing Date;

(ii) evidence of payment of the Closing Repayment Debt in accordance with Section 2.03; and

(iii) the Transition Services Agreement, duly executed by Buyer.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the Seller Disclosure Schedules, Seller hereby represents and warrants to Buyer that the following statements are true and correct:

Section 4.01 Existence and Power of Seller and the Target Companies.

(a) Each of Seller, Transcontinental Printing and the Target Companies is duly incorporated, formed or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, formation or organization, except where the failure to be in good standing would not reasonably be expected to prevent or materially delay the ability of Seller or any Target Company, as applicable, to consummate the Contemplated Transactions.

(b) Each of the Target Companies (i) has all requisite corporate or other appropriate power and authority required to own, operate, license and lease its properties and assets, carry on its business and carry out the Contemplated Transactions, and (ii) to the extent legally applicable, is duly qualified, in good standing and otherwise authorized to do business in each jurisdiction in which the ownership, operation or leasing of its properties and the conduct of its business (including, after giving effect to the Contemplated Transactions, the Business), requires it

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to be so qualified or otherwise authorized, except where the failure to be so qualified or otherwise authorized has not been, and would not reasonably be expected to be, material to the Target Companies, taken as a whole. True and correct copies of the Target Companies' Organizational Documents, as in effect on the date of this Agreement, have been provided to Buyer, and such Organizational Documents are in full force and effect and no other amendments or modifications thereto are filed, recorded or pending. None of the Target Companies are in default or violation in any material respect of any provision of its Organizational Documents.

Section 4.02 Authority and Enforceability.

Subject to obtaining the Requisite Company Vote in the manner required by Applicable Law, the execution, delivery and performance by Seller and Transcontinental Printing of this Agreement and by Seller, Transcontinental Printing or a Target Company of each other Transaction Document to which it is a party, and the consummation of the Contemplated Transactions are within Seller's, Transcontinental Printing's and each applicable Target Company's corporate or other appropriate powers and have been (or, in the case of any Transaction Document to be entered into at or prior to the Closing, will be) duly authorized by all necessary corporate or other appropriate action on the part of Seller, Transcontinental Printing or such Target Company, as applicable, and no other actions or proceedings are required therefor. This Agreement has been, and each other Transaction Document to which Seller, Transcontinental Printing or a Target Company is a party will be as of Closing, duly authorized, executed and delivered by Seller, Transcontinental Printing or Target Company, as applicable, and, assuming the due authorization, execution and delivery by the other parties hereto or thereto (as applicable), constitutes or will constitute at the Closing a legal, valid and binding obligation of Seller, Transcontinental Printing or such Target Company, enforceable against Seller or the applicable Target Company, as applicable, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors' rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a Proceeding in equity or at law).

Section 4.03 Capital Structure of the Target Companies.

(a) Immediately prior to the Closing, (i) Seller will be the direct legal and beneficial owner of the Purchased Shares, free and clear of all Liens (other than the one common share in the capital of Transcontinental Printing Corporation which is held legally and beneficially by Transcontinental Printing, free and clear of all Liens), and (ii) Transcontinental Printing Corporation will be, directly or indirectly, the legal and beneficial owner of the Equity Interests of the Target Companies set forth on Exhibit A hereto, free and clear of all Liens. Schedule 4.03 of the Seller Disclosure Schedules sets forth as of the Closing Date and after giving effect to the Pre-Closing Reorganization, a true and complete list of each Target Company, the number of outstanding Equity Interests of each Target Company and the legal, record and beneficial owners thereof (including percentage ownership). All of the Purchased Shares and Company Subsidiary Shares have been or, on the Closing, will have been, validly authorized and issued, as fully paid and, in respect of such jurisdictions where such concept is applicable, non-assessable, and have not been, and, on the Closing, will not have been, issued in violation of any preemptive rights or the Organizational Documents of the applicable Target Company. Except for the Support and Voting Agreement and for the rights and restrictions set forth in the Organizational Documents of the applicable Target Company made available to Buyer, there are no obligations, options, call options, restricted stock units, restricted stock, puts, warrants, rights

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of first refusal, rights of first offer, subscription rights, preemptive rights, registration rights, repurchase obligations, convertible securities, equity appreciation rights, profit interests, phantom equity, participation rights or other rights, agreements, arrangements or commitments relating to the Purchased Shares or Company Subsidiary Shares or obligating Seller or any Target Company to issue, sell, transfer, pledge or subject to any Lien, other than Permitted Liens, any Equity Interests of, or any voting or other interest in, or securities convertible into or exercisable or exchangeable for Equity Interests or any voting or other interest in a Target Company. No Target Company is a party to, or otherwise bound by, any voting trust, proxy or other agreement, restricting or otherwise relating to the voting, dividend rights or disposition of any Equity Interests.

(b) Immediately prior to the Closing, the Target Companies will not have (i) any Subsidiaries other than Company Subsidiaries or (ii) any liability or other obligation to make any capital contribution to or other investment in any Person.

(c) All dividends or distributions declared, made or paid by any Target Company have been declared, made or paid in accordance with such Target Company's Organizational Documents, all applicable Laws and any Contracts made with any third party relating to the payment of dividends and distributions.

(d) The Target Companies do not have any minority equity investments in any Person other than Company Subsidiaries that are collectively wholly-owned by two Target Companies.

Section 4.04 Governmental Authorization.

The execution and delivery by Seller and Transcontinental Printing of this Agreement, and by Seller, Transcontinental Printing or a Target Company of each other Transaction Document to which it is a party, and the performance by Seller, Transcontinental Printing or a Target Company, as applicable, of its obligations hereunder and thereunder, require no action by or in respect of, consent or approval of, notice to or authorization from, or registration, qualification, filing or application with, any Governmental Authority in order to consummate the Contemplated Transactions, other than (a) receipt of the Requisite Company Vote; (b) compliance with any applicable requirements and filings under the Required Regulatory Approvals, and (c) such other actions, consents, approvals, Permits or filings, the failure of which to make or obtain would not, individually or in the aggregate, reasonably be expected to be material to the Business.

Section 4.05 Non-Contravention.

Except as set forth in Schedule 4.05 of the Seller Disclosure Schedules, and subject to obtaining the Requisite Company Vote in the manner required by Applicable Law, the execution and delivery by Seller or Transcontinental Printing of this Agreement, and by Seller, Transcontinental Printing or a Target Company of each other Transaction Document to which it is a party, and the performance by Seller, Transcontinental Printing or a Target Company, as applicable, hereunder and thereunder, does not and will not, with or without the passage of time, the giving of notice, or both: (a) violate, contravene, conflict with, result in a breach of or constitute a default under any provision of the Organizational Documents of Seller, Transcontinental Printing or any Target Company, (b) contravene or conflict with, or constitute a violation of, any provisions of any Applicable Law binding upon or applicable to Seller, Transcontinental Printing or any Target Company, (c) conflict with, result in breach of, constitute default under, result in the acceleration of, result in the loss of a right or benefit under or create in any party the right of termination, non-renewal, cancellation, modification or acceleration of

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the maturity of any Contract or Real Property Lease to which Seller, Transcontinental Printing or its Affiliates with respect to the Business or a Target Company is a party or (d) result in the creation of a Lien (other than Permitted Liens) upon any assets of the Target Companies, the Business, the Purchased Shares or the Company Subsidiary Shares, except, in the case of the preceding clauses (b), (c), or (d), for any such contravention, conflict, default, violation, breach, acceleration, termination, modification, cancellation, right or Lien (other than Permitted Liens), as the case may be, that would not reasonably be expected, individually or in the aggregate, to be material to the Business.

Section 4.06 Sufficiency of Assets.

(a) The rights, properties, Permits and other assets owned by the Target Companies and the Company Employees, after giving effect to the Pre-Closing Reorganization and Contemplated Transactions to occur at the Closing, together with the assets, rights and services to be provided pursuant to the Transition Services Agreement and the other Transaction Documents, constitute all of the rights, properties (including real property), Permits and other assets and personnel (i) necessary and sufficient in all material respects for the conduct of the Business on a stand-alone basis after the Closing in the same manner as the Business has been conducted in the twelve (12) month period prior to the Agreement Date and as of immediately prior to the Closing, (ii) primarily used or held for use in the conduct of the Business or primarily providing services to the Business (as applicable), (iii) necessary and sufficient to generate in all material respects the financial performance and results of operations set forth in the Carve-out Financial Statements and (iv) necessary and sufficient to perform in all material respects all of the Buyer Companies' obligations under the Transition Services Agreement. Schedule 4.06(a) of the Seller Disclosure Schedules sets forth a list of all Shared Contracts and material Shared Assets. The Target Companies have good and valid title to, or a valid leasehold interest in, all such rights, properties and assets, free and clear of Liens (other than Permitted Liens), except as would not reasonably be expected, individually or in the aggregate, to be material to the Business. The Target Companies' tangible assets are in good working order, operating condition and state of repair (ordinary wear and tear excepted) and have been maintained in the ordinary course of business, except as would not reasonably be expected to be material to the Business.

(b) As of the date hereof, Seller or the Target Companies exclusively own all right, title, and interest in and to the Owned Intellectual Property and have the valid right to use all other Business Intellectual Property. Immediately following the Closing, the Target Companies will own the Owned Intellectual Property and have the right to use all other Business Intellectual Property to the same extent that Seller and such Affiliates would have had if the Transaction Documents had not been entered into, free and clear of any Liens, other than Permitted Liens.

Section 4.07 Financial Statements; No Undisclosed Liabilities; Inventory; Accounts Receivable; Accounts Payable and Accrued Expenses.

(a) Schedule 4.07(a) of the Seller Disclosure Schedules sets forth true, complete and correct copies of (i) the internally prepared carve-out balance sheet of the Business (the "Carve-Out Balance Sheet") as of July 27, 2025 (the "Balance Sheet Date"), (ii) the related unaudited, internally prepared carve-out statements of earnings of the Business for the nine (9)-month period ended on the Balance Sheet Date, (iii) the internally prepared carve-out balance sheet of the Business as of October 27, 2024 and (iv) the related unaudited, internally prepared carve-

out statements of earnings of the Business for the twelve (12)-month period ended on October 27, 2024 (clauses (i)-(iv), collectively, the "Carve-Out Financial Statements").

(b) Except as set forth in Schedule 4.07(b) of the Seller Disclosure Schedules, the Carve-Out Financial Statements have been prepared in accordance with IFRS, consistently applied throughout the periods presented, are consistent with the books and records of the Business (which have been maintained in accordance with IFRS and are true, correct and complete in all material respects) and fairly present in all material respects the financial position and results of operations of the Business on a consolidated basis for the periods presented therein.

(c) Except as set forth in Schedule 4.07(c) of the Seller Disclosure Schedules, all material inventory of the Business consists of a quantity and quality useable and salable in the ordinary course of business, is not obsolete, defective, damaged or slow-moving, is merchantable and fit for its intended use subject to reserves reflected in the Carve-Out Financial Statements. All inventory of the Business is stated at the lower of cost or net realizable value. The quantities of inventory of the Business (whether raw materials, intermediary goods, work-in-process, finished good or in-transit inventory) are sufficient in all material respects for operations of the Business in the ordinary course of business. In the past twelve (12) months, the Business has acquired inventory and disposed of slow-moving and obsolete items of inventory, in each case, in all material respects in the ordinary course of business.

(d) Except as set forth on Schedule 4.07(d) of the Seller Disclosure Schedules:

(i) All accounts receivable of the Business that are reflected on the Carve-Out Balance Sheet represent bona fide transactions entered into by Seller, a Target Company or any of their respective Affiliates involving sales actually made or services actually rendered by the Business in the ordinary course of business. Other than under the express terms of any Contracts made available to Buyer, none of Seller, the Target Companies or any of their respective applicable Affiliates, has pre-billed any customers and any and all disputes with customers regarding accounts receivable of the Business, in the aggregate, do not exceed the accruals set forth in the Carve-Out Balance Sheet, and there is no pending or threatened material contest, claim or right of set-off in connection with any Contract with any maker of an account receivable relating to the amount or validity of such account receivable.

(ii) All accounts payable of the Business that are reflected on the Carve-Out Balance Sheet represent valid obligations incurred in the ordinary course of business (whether billed or not billed by vendors or suppliers). None of Seller, the Target Companies or any of their respective applicable Affiliates has written-off or reversed any accounts payable or liability reserve of the Business in a manner inconsistent with prior practice.

(e) The Target Companies, or, to the extent related to the Business, Seller or any of its Affiliates, do not have, and there is no existing condition, fact or set of circumstances that would reasonably be expected to result in, any liability (whether absolute, accrued, contingent, asserted or unasserted or otherwise),

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whether or not required by IFRS to be set forth on a balance sheet of the Target Companies (or in the notes thereto) prepared in accordance with IFRS, except for (i) liabilities reflected and reserved for in the Carve-Out Financial Statements (including in the notes thereto), (ii) liabilities of the type set forth on the face of the Carve-Out Balance Sheet that have been incurred since the Balance Sheet Date in the ordinary course of business (none of which relates to or arises out of a breach of, noncompliance with, or default under any Contract, Law (including Environmental Law), or warranty or involves any tort, misappropriation, dilution, infringement or Proceeding), (iii) liabilities incurred pursuant to the terms hereof in connection with the Contemplated Transactions, or (iv) liabilities that would not reasonably be expected to be, individually or in the aggregate, material to the Target Companies or the Business, taken as a whole.

Section 4.08 Absence of Certain Changes.

(a) During the period from the Balance Sheet Date through the Agreement Date, (i) there has not been a Material Adverse Effect, and (ii) Seller and its Subsidiaries have conducted the Business in the ordinary course of business.

(b) Except as set forth in Schedule 4.08(b) of the Seller Disclosure Schedules, since the Balance Sheet Date, there has been no action taken (or failed to be taken) by Seller or its Subsidiaries that, if undertaken (or failed to be undertaken) after the Agreement Date, would constitute a violation of, or require the prior written consent of Buyer pursuant to, Section 6.05(a).

Section 4.09 Material Contracts.

(a) As of the Agreement Date, except as set forth on Schedule 4.09(a) of the Seller Disclosure Schedules, the Target Companies and, to the extent related to the Business, Seller and its Affiliates, are not a party to or otherwise bound by or subject to any of the following (Contracts of the following types (whether or not listed on Schedule 4.09(a) of the Seller Disclosure Schedules) being referred to herein as "Material Contracts"):

(i) any Contract (other than purchase orders in the ordinary course of business, which purchase orders need not be listed on Schedule 4.09(a) (i) of the Seller Disclosure Schedules, but shall nonetheless constitute Material Contracts for all purposes of this Agreement) with a Specified Customer;

(ii) any Contract (other than purchase orders in the ordinary course of business, which purchase orders need not be listed on Schedule 4.09(a)(i)(ii) of the Seller Disclosure Schedules, but shall nonetheless constitute Material Contracts for all purposes of this Agreement) with a Specified Supplier;

(iii) any partnership, strategic alliance, joint venture or other similar Contract;

(iv) any Contract under which a Target Company is, or may become obligated to incur, any severance, change in control, retention, bonus, incentive or other compensation obligations that would become

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payable by reason of the execution of this Agreement or the consummation of the Contemplated Transactions;

(v) settlements, conciliations or similar Contracts with any Governmental Authority or that impose unpaid monetary or other non-monetary obligations or restrictions upon the Target Companies or to the extent related to the Business, Seller or its Affiliates, after the date of this Agreement;

(vi) any Contract (other than purchase orders in the ordinary course of business, which purchase orders need not be listed on Schedule 4.09(a)(vi) of the Seller Disclosure Schedules, but shall nonetheless constitute Material Contracts for all purposes of this Agreement) between a Target Company, or, to the extent relating to the Business, Seller or its Affiliates, and any Governmental Authority;

(vii) any Contract that (A) grants a right of first refusal, first offer or first negotiation to any Person with respect to any material assets, rights or properties of any Target Company or the Business, (B) contains a covenant not to compete with, solicit or hire any Person, (C) contains "most favored nation" or similar preferential pricing provisions in favor of any other Person or (D) grants exclusivity in favor of a third party with respect to any material sales, products, goods or services;

(viii) any Collective Bargaining Agreements;

(ix) any Contract (A) relating to third-party Intellectual Property that is used in the operation of the Business (excluding software that is unmodified and generally available to the public on standard end-user license terms under which the Target Company paid less than $500,000 in the most recently completed fiscal year), (B) in which a Target Company (or Seller and its Affiliates with respect to the Business) has granted to any third party any license under or any right or interest in any Owned Intellectual Property (excluding non-exclusive licenses granted to distributors, resellers, or customers in the ordinary course of business), (C) relating to the ownership, development, or use of any Owned Intellectual Property (other than Intellectual Property assignment agreements entered into with employees and independent contractors in the ordinary course of business), or (D) affecting the Business's ability to use, enforce, or disclose any Intellectual Property (including consent-to-use, covenant not-to-sue, coexistence, concurrent use, or settlement agreements);

(x) any Contract that contains (A) any provision that requires the purchase of all of the Target Companies', the Business's or the counterparties' requirements or output for a given product or services or (B) any "take or pay" obligations of any Target Company or the Business;

(xi) any Contract related to the lease of personal property to or from any Person that involved rental payments in excess of $500,000 during the twelve (12) months ended December 31, 2024;

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(xii) any Contract with any Related Party or Affiliate of the Target Companies, including any Intercompany Contract or any Shared Contract;

(xiii) any Contract that involves sharing of profits or rebate or other discount programs with an anticipated value in excess of $500,000 individually by the Target Companies with any customer of the Target Companies;

(xiv) any Contract (A) relating to or evidencing (i) any secured Indebtedness of, or guaranty of Indebtedness by, the Target Companies or the Business, (ii) any hedging, swap, derivative or similar arrangement or (iii) any factoring arrangement, or (B) creating or granting any Lien (other than a Permitted Lien) on any material property or asset of the Target Companies or the Business;

(xv) any Contract providing for capital expenditures with an outstanding amount of unpaid obligations or commitments in excess of $[redacted];

(xvi) any written employment or individual service provider Contract with any Company Employee or any individual service provider of the Target Companies or the Business that (A) provides for an annual base salary or annual base fees, as the case may be, exceeding $[redacted], (B) provides for payment of any severance benefits, or (C) cannot be terminated upon sixty (60) days' notice or less without further payment, liability or obligation;

(xvii) any Contract relating to the acquisition or divestiture by the Target Companies or, to the extent relating to the Business, Seller or its Affiliates, of any Person (including any Equity Interest of any Person), or business or all or substantially all of the assets of any Person or business from or to an unrelated third party, in each case during the past five (5) years or pursuant to which any Target Company or the Business has any remaining payment or other material outstanding rights or obligations (contingent or otherwise) (including any outstanding "earn out," contingent purchase price, or similar contingent payment obligations); or

(xviii) any Contract or commitment to enter into any of the foregoing.

(b) Each Material Contract is in full force and effect and is a legal, valid and binding obligation of Seller or the applicable Affiliate or Target Company party thereto, enforceable against such Seller or the applicable Affiliate or Target Company party thereto in accordance with its terms, except, in each case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors' rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a Proceeding in equity or at law). Seller or the applicable Affiliate or Target Company party thereto is not in default under or in breach of any Material Contract and for the past six (6) months, to the knowledge of Seller, no event has occurred that would constitute default or material breach of, or would permit termination, modification, non-renewal, loss of benefit or acceleration under any Material Contract, and, to the knowledge of Seller, there

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does not exist any breach or default by any other Person under any such Material Contract, except for any such default or breach as has not been, and would not reasonably be expected to be material to the Business. Seller has made available to Buyer accurate and complete copies of each written Material Contract (or a summary of each verbal Material Contract) together with all amendments exhibits, schedules, supplements, attachments and waivers thereto. During the past twelve (12) months there have been no disputes under any Material Contract and the Target Companies or, to the extent relating to the Business, Seller and its Affiliates, have not received any notification or communication that any counterparty to any Material Contract intends to repudiate, cancel, terminate, adversely modify, accelerate any right or obligation under, refuse to perform or not renew any Material Contract.

Section 4.10 Property.

(a) Owned Real Property.

(i) Schedule 4.10(a)(i) of the Seller Disclosure Schedules contains a true, correct and complete list of all Owned Real Properties, including the street address (or, if no street address exists, the county, tax parcel identification number, or the lot number) of each Owned Real Property and the Target Company owning such Owned Real Property. The Target Companies have good and valid fee simple title to the Owned Real Property, free and clear of all Liens, except for Permitted Liens.

(ii) With respect to each Owned Real Property: (A) no Target Company has granted any options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein that remain outstanding; (B) there is no pending or threatened eminent domain, condemnation or similar proceeding affecting such Owned Real Property; and (C) neither Seller nor the Target Companies have received written notice of any pending or contemplated changes in the status of the zoning or any associated permit for such Owned Real Property. No Target Company is a party to any Contract or option to purchase any real property or any interest therein with respect to which closing thereunder has not been consummated.

(iii) To the knowledge of Seller, no Target Company (A) is in material breach of or material default under any of the covenants, conditions, restrictions, rights-of-way or reciprocal easement agreements affecting any Owned Real Property, which remain uncured, or (B) has received written notice from any party of such party's intention to cease performing its obligations under such covenants, conditions, restrictions, rights-of-way or reciprocal easement agreements.

(b) Leased Real Property.

(i) Schedule 4.10(b)(i) of the Seller Disclosure Schedules contains a true, correct and complete list of all Leased Real Property including the street address of each Leased Real Property and the Target Company leasing such Leased Real Property. The Target Companies have good

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and valid leasehold interests in the Leased Real Property, free and clear of all Liens, except for Permitted Liens.

(ii) Seller has made available to Buyer a true, complete and correct copy of all Real Property Leases.

(iii) (A) Except as set forth on Schedule 4.10(b)(iii) of the Seller Disclosure Schedules, each Real Property Lease is in full force and effect and is a legal, valid and binding obligation of the applicable Target Company party thereto, enforceable against such applicable Target Company party thereto in accordance with its terms, except, in each case, as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to affecting creditors' rights generally, or by general equitable principles (regardless of whether such enforceability is considered in a Proceeding in equity or at law), and has not been modified in any material respect; (B) neither the Target Companies nor, to knowledge of Seller, any other party to a Real Property Lease, is in material breach or material default under any Real Property Lease; (C) to the knowledge of Seller, no event has occurred or circumstance exists which, with the delivery of notice or passage of time or both, would constitute a material breach or material default under such Real Property Lease or would allow any other party to any Real Property Lease to terminate or accelerate performance under any such Real Property Lease; (D) the Target Companies' possession and quiet enjoyment of each Leased Real Property has not been disturbed in any material respect; and (E) no Target Company has collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein.

(i) Except as otherwise disclosed in Schedule 4.10(c)(i) of the Seller Disclosure Schedules, with respect to each Real Property, the Target Companies have not leased or otherwise granted to any Person the right to use or occupy such Real Property or any portion thereof or interest therein, other than any lease or right to use or occupy granted to one or more of the other Target Companies or any easement, right of way or similar agreement that is a Permitted Lien, and there is no Person in possession of such Real Property other than the applicable Target Company owning or leasing such Real Property.

(ii) Except as would not reasonably be expected to be material to the Business, as of the date of this Agreement, all material improvements on the Real Property are, material respects in good condition, and except for ordinary wear and tear and obsolescence, adequate and suitable for their current uses and purposes, and are, to Seller's knowledge, free from material defects.

(iii) No Target Company has received any written notice from any Governmental Authority asserting any material violation of Applicable Laws with respect to any Real Property that remains uncured as of the Agreement Date.

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(iv) Except as would not reasonably be expected to be material to the Business, each of the Real Properties is adequate and suitable for the purposes for which they are presently being used.

Section 4.11 Litigation.

Except as disclosed in Schedule 4.11 of the Seller Disclosure Schedules, during the past three (3)-years, there has been no (i) Proceeding pending or threatened against any Target Company or, to the extent related to the Business, Seller or any of its Affiliates, that would reasonably be expected, individually or in the aggregate, to be material to the Business, or that challenges or seeks to prevent or enjoin the Contemplated Transactions or, if adversely determined, would reasonably be expected to impair the ability of Seller or its Affiliates to consummate the Contemplated Transactions on the terms and conditions set forth in the Transaction Documents, or (ii) Order issued to or against the Target Companies or, to the extent related to the Business, Seller or any of their respective Affiliates that remains outstanding.

Section 4.12 Licenses and Permits; Compliance with Laws.

(a) The Target Companies validly hold or will hold following the Pre-Closing Reorganization, and are, and during the past three (3)-years have been, in compliance in all material respects with all Permits required by Applicable Law to conduct the Business or otherwise necessary to enable each Target Company to own or lease, operate and use their respective properties and assets and to carry on their respective businesses (each such Permit, a "Target Company Permit"). Schedule 4.12(a) of the Seller Disclosure Schedules set forth each material Target Company Permit and such Permit's respective holder.

(b) During the past three (3)-years, no Target Company or, to the extent related to the Business, Seller or any of their respective Affiliates has received any written, or to the knowledge of Seller, verbal notice from any Governmental Authority of any Proceeding related to the termination, non-renewal, revocation, suspension or material modification of any Target Company Permit.

(c) The Target Companies and, to the extent related to the Business, Seller and its Affiliates are (and during the past three (3)-years has been) in compliance in all material respects with all Applicable Laws.

Section 4.13 Regulatory Matters.

(a) During the past five (5)-years, neither the Target Companies nor the Business, nor, to Seller's knowledge, its Representatives, have in violation of Applicable Law, made, offered, promised, received or agreed to make, offer, promise or receive, any contribution, gift, bribe, loan, reward, advantage, rebate, facilitation or influence payment, kickback or other payment or provision of a benefit to any Person, (i) to obtain favorable treatment in securing business, (ii) to pay for favorable treatment of business secured, (iii) to obtain special concessions or pay for special concessions already obtained, (iv) to improperly influence or induce any act or decision, or (v) to secure any other improper advantage.

(b) The Target Companies and the Business are (and during the past five (5)-years have been) in compliance with: (i) the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.) ("FCPA") and the Corruption of Foreign Public Officials Act (Canada) ("CFPOA"); and (ii) the

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provisions of all applicable anti-bribery, anti-corruption and anti-money laundering Applicable Laws of each jurisdiction in which the Business operates or has operated and in which any agent thereof is conducting or has conducted the Business.

(c) During the past five (5)-years, the Target Companies and the Business, and, to the knowledge of Seller, their Representatives have not paid, offered, agreed or promised to pay, give or offer, nor have they authorized or ratified the payment, directly or indirectly, of any monies or anything of value to any official, officer, employee, or representative of any Governmental Authority or instrumentality thereof, or any political party or candidate for political office for the purpose of corruptly influencing any act or decision of such official or of the government to obtain or retain business, to direct business to any Person or to secure any other improper benefit or advantage, in each case in violation of the FCPA, the CFPOA or any Applicable Laws described in clause (b)(ii) above.

(d) Since April 24, 2019, the Target Companies and the Business, and, to Seller's knowledge, its Representatives, have not, nor are now, engaged in, any dealings or transactions with or for the benefit of any Sanctioned Party, nor have they otherwise violated Sanctions, in each case in violation of Applicable Law.

(e) The Target Companies and the Business are, and have been during the past five (5) years, in compliance with Export Control Laws, including, as applicable, as an importer of record or exporter of record.

(f) Each Target Company (i) possesses all Permits required for compliance with all applicable Export Control Laws, such Permits are in full force and effect, and all applications as necessary for renewal of such Permits have been timely filed, and (ii) has been in compliance with all terms and conditions of such Permits and has not received any written notice alleging liability under and/or noncompliance with respect thereto, nor, to the knowledge of Seller, does there exist any basis for such notification or allegation.

(g) Since April 24, 2019, the Target Companies and the Business, and, to Seller's knowledge, its Representatives, have not directly or indirectly engaged in any dealings or transactions with or for the benefit of any Person located, organized, or ordinarily resident, in any Sanctioned Country, in each case in violation of Applicable Law.

(h) As of the Agreement Date, neither the Target Companies nor the Business is party to any actual or threatened legal proceedings or outstanding enforcement action, nor has made any voluntary disclosures to any Governmental Authority in relation to any breach or suspected breach of the FCPA, the CFPOA or applicable anti-bribery, anti-corruption or anti-money laundering Applicable Laws, Sanctions or Export Control Laws.

Section 4.14 Environmental Matters.

(a) Except as would not individually or in the aggregate, reasonably be expected to be material to the Business:

(i) as of the Agreement Date, there are no Proceedings pending or threatened against any Target Company, and in the past five (5) years

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(or earlier to the extent unresolved) no Target Company has received any notice, alleging that the Business or any Target Company is violating or has violated Environmental Laws, asserting liability of the Business or any Target Company under Environmental Laws or seeking to revoke, modify, suspend or terminate any Environmental Permit maintained by any Target Company or with respect to the Business;

(ii) as of the Agreement Date, the Target Companies and the Business are, and in the past five (5) years have been, in compliance with Environmental Laws, including the obligation to obtain, maintain and comply with all Environmental Permits necessary to occupy the Real Property and operate the Business;

(iii) there has been no treatment, storage, disposal or arranging for disposal of, transportation, handling, manufacture, distribution, Release of, exposure of any Person to, or ownership or operation of any property or facility contaminated by Hazardous Materials in each case such that any of the Target Companies would reasonably be expected to incur liability or investigatory or remedial obligations under Environmental Laws; and

(iv) no Target Company has contractually assumed, agreed to indemnify, or otherwise become subject to any liabilities of any other Person arising under Environmental Law or relating to Hazardous Materials.

(b) Seller has made available to Buyer all nonprivileged environmental, health or safety reports, audits and assessments and other material environmental, health or safety documents relating to the Real Property, any former properties of the Business or the Business that are in its possession or reasonable control.

Section 4.15 Intellectual Property.

(a) Schedule 4.15(a) of the Seller Disclosure Schedules sets forth a list, as of the Agreement Date, of (i) all Registered Owned Intellectual Property, (ii) domain names and material social media accounts owned or purported to be owned by any of the Target Companies and (iii) material proprietary Software and material unregistered trademarks that is used in the operation of the Business. There are no Proceedings pending or threatened against the Target Companies in which the validity, enforceability, or scope of any Registered Owned Intellectual Property is being challenged or contested in any (x) outstanding ruling or order by a Governmental Authority, or (y) Proceeding (including any opposition, cancellation, interferences, inter partes review, or re-examination), to which any of the Target Companies or Seller is a party.

(b) Seller or Target Companies have, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Owned Intellectual Property and, after giving effect to the Pre-Closing Reorganization and the Contemplated Transactions, the Target Companies will solely own, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the Owned Intellectual Property, other than non-exclusive licenses granted to distributors, resellers, customers in the ordinary course of business and/or to

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third parties pursuant to a material Contract set forth in Schedule 4.15(b) of the Seller Disclosure Schedules.

(c) The conduct of the Business as currently conducted does not infringe, violate, or misappropriate, and in the past five (5)-years, the conduct of the Business has not infringed, violated, or misappropriated the Intellectual Property rights of any other Person (including any unsolicited demand or request from a third party to license any Intellectual Property). During the past three (3)-years, there has been no Proceeding pending, threatened or issued against any Target Company, or to the extent related to the Business, Seller or any of its Affiliates, alleging that the operation of the Business or the Business Intellectual Property has infringed, misappropriated or otherwise any Intellectual Property of any third party.

(d) To the knowledge of Seller, none of the Target Companies nor Seller are currently in receipt of nor have they received any written claim or notice from any Person during the past five (5)-years alleging that the conduct of the Business infringes, violates, or misappropriates any Intellectual Property rights of any other Persons.

(e) To the knowledge of Seller, no Person is engaging in any activity that infringes, misappropriates, or violates, and in the past five (5) years, has engaged in any activity that infringed, misappropriated, or violated, any Owned Intellectual Property. The Target Companies have taken reasonable steps to maintain and protect all of the Owned Intellectual Property, including the confidentiality of the trade secrets that are material to the operation of the Business, and have required all Persons with access to such Owned Intellectual Property to execute written confidentiality agreements or otherwise be subject to reasonable confidentiality obligations with respect to such trade secrets.

(f) The Registered Owned Intellectual Property is subsisting, valid, and, to the knowledge of Seller, enforceable.

(g) The consummation of the Contemplated Transactions will not result in the loss or impairment of Business Intellectual Property. The consummation of the Contemplated Transactions will not result in the acceleration of any material payment, the addition of any material fees or charges, the vesting or phasing out of any rights, title or interests or any other material obligation with respect to any Business Intellectual Property that would not have arisen but for the consummation of the Contemplated Transactions. After giving effect to the Transaction Documents (including license terms therein), the Target Companies will own or otherwise have valid and enforceable rights to all material Business Intellectual Property on terms and conditions identical to those under which they owned or had the right to use such Business Intellectual Property in the twelve (12) months prior to Closing. Except for any Business Intellectual Property that will be provided or licensed to the Business under the Transaction Documents, Seller does not own or otherwise have any rights, title or interests in or to any of the Business Intellectual Property.

(h) No (i) government funding, (ii) facilities of a university, college, other educational institution or research center or (iii) funding from any Persons (other than funds received in consideration for shares in the capital of the Target Companies) was used in the development of the Owned Intellectual Property.

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(i) All creators and developers, at the time they created or developed the Owned Intellectual Property, (the "Developers") were either full-time employees of a Target Company or were contractors of a Target Company, and a Target Company owns all works created or developed by them by operation of law or through written assignment.

Section 4.16 Business Systems.

(a) The Business Systems (including the Business Systems that will be provided to the Target Companies following the Closing through the Transition Services Agreement) are (i) sufficient for the immediate needs of the Business as currently operated, (ii) in sufficiently good working condition to effectively perform all information technology operations and include a sufficient number of licenses as necessary for the operation of the Business as currently operated, and (iii) not currently malfunctioning or failing and, in the last three (3) years, have not malfunctioned or failed or experienced any outages, in each case in a manner resulting in a material adverse impact to the Business. The Business Systems do not contain any viruses, bugs, faults or other malicious code, except as would not be material to the operation of the Business. The Target Companies or Seller, if applicable, have taken commercially reasonable steps to provide for the backup of data and information used or held for use in the Business and have in place commercially reasonable disaster recovery and business continuity plans, procedures and facilities and test such plans and procedures on a regular basis. The Target Companies (or Seller with respect to the Business) are not in breach in any material respect of any of their Contracts relating to the Business Systems. Seller and the Target Companies are not, and in the past three (3) years have not been, subjected to a material audit in connection with any Contract for any third-party systems.

(b) There are no, and in the past three (3) years there have not been any, Business Security Breaches or any written, documented or other material third-party claims alleging a Business Security Breach. Seller and the Target Companies: (i) have not received any written, documented or other material notice from, or been required by Governmental Authorities or Privacy Obligation to notify, any Person of any Business Security Breach within the past three (3)-years; (ii) have not received any written or material notice of any claims, investigations, or alleged violations of any Privacy Obligations with respect to any Business Data or in connection with any Business Security Breach; and (iii) have implemented and maintain an information security program with respect to the Business that is comprised of reasonable and appropriate organizational, physical, administrative, and technical safeguards designed to protect the security, confidentiality, integrity and availability of all Business Systems and Business Data that is compliant with all Privacy Obligations in all material respects. The Target Companies (and Seller and its Affiliates with respect to the Business) comply with, and in the past three (3) years have complied with, all Privacy Obligations in all material respects.

Section 4.17 Taxes.

(a) The U.S. federal income tax classification of each Target Company is set forth on Schedule 4.17(a) of the Seller Disclosure Schedules.

(b) All material Tax Returns required to be filed by the Target Companies have been timely filed (taking into account extensions that were validly obtained) and all such Tax Returns are true, correct and complete in all material respects.

(c) All material amounts of Taxes required to be paid by the Target Companies have been timely paid in full, after giving effect to any applicable extensions that were validly obtained. All material amounts of Taxes that a Target Company is obligated to withhold from amounts paid or owing to any employee, independent contractor, agent, creditor or third party have been timely withheld by them and remitted to the applicable Governmental Authority when required by Law to do so. All material amounts of Taxes that a Target Company is obligated to collect have been timely collected by them and remitted to the applicable Governmental Authority when required by Law to do so.

(d) Full and adequate provisions in accordance with IFRS have been made on the Carve-Out Financial Statements for all Taxes payable by the Target Companies for all periods ending on or prior to the date of the Carve-Out Financial Statements, and no Target Company has incurred any liability for Taxes after the date of the Carve-Out Financial Statements other than in the ordinary course of business or in connection with the Pre-Closing Reorganization or any Section 338(g) election made pursuant to Section 2.08.

(e) No claim has ever been made by an authority in a jurisdiction where a Target Company does not file a specific type of Tax Return that such Target Company is or may be subject to such specific type of Tax or required to file such specific type of Tax Return in that jurisdiction, which claim has not been resolved.

(f) No written agreement that remains effective for waiving or extending any statute of limitations in respect of Taxes (other than any such agreement arising from obtaining automatic extensions of time to file Tax Returns) has been entered into or requested by a Target Company (and no written request from any Governmental Authority to waive or extend the statute of limitations with respect to Taxes has been received by any Target Company, which request is still outstanding).

(g) There are no Proceedings with respect to Taxes by any Governmental Authority in process, pending or threatened in writing, in each case, against the Target Companies relating to a material amount of Taxes.

(h) There are no Liens for Taxes upon the assets of any Target Company except for Permitted Liens described in clause (i) of the definition thereof.

(i) None of the Target Companies (nor Buyer or any of its Affiliates as a result of the Contemplated Transactions) will be required to include any adjustment to taxable income for any Tax period or portion thereof following the Closing as a result of (A) Section 481 of the Code (or any similar provision of state, local, or non-U.S. Applicable Law), (B) transactions or events occurring, or accounting methods employed (including changes in or improper use of any method of accounting), prior to Closing, (C) intercompany transactions or excess loss accounts described in Section 1502 of the Code (or any similar provisions of state, local, or non-U.S. Applicable Law) as a result of transactions prior to Closing, (D) any installment sale or open transaction disposition made on or prior to Closing, (E) any prepaid amount received or deferred revenue accrued on or

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prior to Closing, except to the extent that the corresponding deferred revenue liability for accounting purposes is taken into account as a negative adjustment in the determination of the Final Adjusted Purchase Price as part of Indebtedness or Net Working Capital, (F) any "closing agreement" as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or non-U.S. Applicable Law) executed on or prior to the Closing Date, (G) any election under Section 965(h) of the Code made prior to Closing or (H) any inclusion under Sections 951, 951A or 956 of the Code attributable to transactions effected prior to Closing. No Target Company is a "passive foreign investment company" within the meaning of Section 1297 of the Code. Seller is not a "controlled foreign corporation" within the meaning of Section 957 of the Code.

(j) During the past two (2)-years, no Target Company has distributed stock of another Person or has had its stock distributed by another Person in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code (or so much of Section 356 as relates to Section 355 of the Code) (or any corresponding or similar provision of state, local or non-U.S. Applicable Law).

(k) There are no closing agreements, private letter rulings, technical advice memoranda or similar agreements with or issued by a Governmental Authority in effect with respect to Taxes of the Target Companies that will have continuing effect after Closing.

(l) No material deficiencies for Taxes payable by the Target Companies have been claimed, proposed or assessed in writing by any Governmental Authority that have not been resolved and paid in full.

(m) No Target Company has participated in any "reportable transaction" as defined in Section 6707A of the Code or Treasury Regulation Section 1.6011-4 (or any predecessor provision or similar provision of state, local or non-U.S. Applicable Law). No Target Company has participated in (a) any "reportable transaction" as defined in subsection 237.3(1) of the Tax Act (or any equivalent or comparable provincial or foreign Law), or (b) any "notifiable transaction" as defined in subsection 237.4(1) of the Tax Act (or any equivalent or comparable provincial or foreign Law).

(n) Seller is not a non-resident of Canada for purposes of the Tax Act.

(o) Transcontinental Printing Corporation is not, nor has it been, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(p) No facts, circumstances or events exist or have existed that have resulted in, or would result in, the application of any of sections 15, 17, 78 to 80.04 of the Tax Act (or any similar provision of an Applicable Law of any province or territory of Canada) to any Canadian Target Company.

(q) Each Canadian Target Company is duly registered with the Canada Revenue Agency under Subdivision D of Division V of Part IX of the Excise Tax Act (Canada) for purposes of goods and services sales tax and the harmonized sales tax ("GST/HST"). Each Canadian Target Company that is required by Applicable

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Law to register under a provincial sales tax statute is duly registered, and if applicable, its registration number is set forth in Schedule 4.17(q) of the Seller Disclosure Schedules.

(r) All input tax credits, rebates and similar refunds claimed by each Canadian Target Company for GST/HST and provincial or other sales or value-added tax purposes were calculated in accordance with Applicable Laws.

(s) All dividends (including any deemed dividends) paid as "eligible dividends", as that term is defined in subsection 89(1) of the Tax Act, by a Canadian Target Company have been properly designated and paid in accordance with subsection 89(14) of the Tax Act by the applicable Canadian Target Company and no Canadian Target Company has any liability for Tax under subsection 185.1(1) of the Tax Act.

(t) No Target Company (i) has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a jurisdiction, other than the country in which it is incorporated or formed, or (ii) is subject to Tax in any jurisdiction outside of the country in which it is incorporated or formed.

(u) Each Target Company has remitted to the applicable Governmental Authority all material amounts required to have been remitted pursuant to any applicable escheat or unclaimed property Laws and complied in all material respects with all related reporting and record-keeping requirements with respect thereto.

(v) No Target Company is a party to, or bound by, any Tax allocation, indemnification or sharing Contract, other than a commercial Contract entered into in the ordinary course of business the principal purpose of which does not pertain to Taxes.

(w) No Target Company (i) is or has ever been a member of an affiliated group within the meaning of Section 1504(a)(1) of the Code filing a consolidated U.S. federal income Tax Return (or any similar group under state, local or non-U.S. Applicable Law) (other than such a group the common parent of which is Transcontinental Printing Corporation or any of its Subsidiaries) or (ii) has any liability for the Taxes of any Person (other than Transcontinental Printing Corporation or any of its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or non-U.S. Applicable Law), as a transferee or successor, by Contract, by operation of Law, or otherwise (other than pursuant to a commercial Contract entered into in the ordinary course of business the principal purpose of which does not pertain to Taxes).

(x) The Target Companies have complied in all material respects with all applicable transfer pricing rules and requirements (including such rules and requirements applicable to the maintenance of appropriate documentation for transfer pricing arrangements) under Section 482 of the Code (and under any corresponding provisions of state, local or non-U.S. Applicable Law).

(y) Seller and each Target Company have complied in all material respects with all applicable Pillar Two Rules and have paid all Pillar Two Taxes required to have been paid by them.

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(z) For the purposes of section 14-225(2) Schedule 1 Taxation Administration Act 1953 (Cth) (Tax Admin Act), the equity interests of Transcontinental Holdings NZ are not, and for six months from and from the date of this Agreement will not be, an indirect "Australian real property interest" as defined in section 855-25 Income Tax Assessment Act 1997 (Cth).

Section 4.18 Labor and Employment Matters.

(a) Schedule 4.18(a)(i) of the Seller Disclosure Schedules sets forth a complete and accurate list of all Company Employees as of the Agreement Date, setting forth, for each such individual, the following information (including any Company Employees that currently provide services to Seller and/or one or more Affiliates of Seller other than the Target Companies and that will be transferred to Seller or an Affiliate of Seller prior to the Closing, who are identified as such on Schedule 4.18(a)(i) of the Seller Disclosure Schedules) (i) name (or identification number); (ii) job title or position; (iii) employing entity as of the date hereof; (iv) hire date; (v) work location (by country and state or province); (vi) current annual base salary or hourly rate (as applicable); (vii) target annual commission, bonus or other incentive-based compensation (as applicable); (viii) leave status (and, if on leave, the anticipated return date, if known); (ix) visa status (if applicable); (x) union or non-union status (including the applicable union); (xi) full-time or part-time status; (xii) accrued but unused paid time off; and (xiii) exempt or non-exempt status (for U.S. employees). Schedule 4.18(a)(i) of the Seller Disclosure Schedules shall be updated upon request of Buyer within ten (10) days prior to the Closing. Except as set forth on Schedule 4.18(a)(ii) of the Seller Disclosure Schedules, (A) each Company Employee is and has been for the last twelve (12) months (or such shorter period of time in which such individual has been employed by Seller or its Affiliates) at least primarily committed to the Business and (B) there are no employees of Seller or its Affiliates who are or in the last twelve (12) months (or such shorter period of time in which such individual has been employed by Seller or its Affiliates) have been primarily committed to the Business but who are not Company Employees.

(b) Except as disclosed on Schedule 4.18(b) of the Seller Disclosure Schedules no Target Company, nor, to the extent related to the Business, Seller or its Affiliates, is a party or otherwise subject to or bound by any Collective Bargaining Agreement with respect to any Company Employees or the Business, no such Collective Bargaining Agreement is being negotiated, and no Union holds bargaining rights with respect to or represents any of the Company Employees or the Target Companies, including by way of certification, accreditation, interim certification, voluntary recognition, or succession rights. Except as disclosed on Schedule 4.18(b) of the Seller Disclosure Schedules: (i) to the knowledge of Seller, there are no labor organizing activities or efforts being made or threatened by, or on behalf of, any Company Employees or any Union to organize any Company Employees or the Target Companies and there have been no such actual or threatened activities or efforts for the past three (3) years; (ii) the Target Companies and, to the extent related to the Business, Seller and its Affiliates, have not for the past three (3) years, and are currently not, engaged in any unfair labor practice; and (iii) there are no, and for the past three (3) years have been no actual or threatened unfair labor practice charges, material labor grievances, material labor arbitrations, strikes, work stoppages, slowdowns, walkouts, lockouts, picketing or other material labor disputes against or affecting any Target Company or, to the extent related to the Business, Seller and its Affiliates.

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Except as disclosed on Schedule 4.18(b) of the Seller Disclosure Schedules or as provided under the terms of any Collective Bargaining Agreement made available to Buyer or Applicable Law, none of the Target Companies or to the extent related to the Business, Seller or its Affiliates, have any have any legal or contractual requirement to provide notice or information to, bargain with, enter into any consultation procedure with, or obtain consent from, any Union or any applicable Governmental Authority, in connection with the execution of this Agreement or the Contemplated Transactions.

(c) The Target Companies and, to the extent related to the Business, Seller and its Affiliates, are and for the past three (3) years have been in compliance in all material respects with all Applicable Laws relating to labor, employment and employment practices, including all Laws respecting terms and conditions of employment, employment or labor standards, health and safety, wages and overtime hours (including the classification of independent contractors and exempt and non-exempt employees), immigration (including the completion of Forms I-9 for all U.S. employees and the proper confirmation of employee visas), vacation time and pay, language in the workplace, employment discrimination, harassment, retaliation, pay transparency, pay equity, disability rights or benefits, equal opportunity, plant closures and layoffs (including the WARN Act), workers' compensation, labor relations, employee leave issues, affirmative action, and there are no, and in the past three (3) years there have been no, material Proceedings under any such Applicable Laws. The Target Companies and, to the extent related to the Business, Seller and its Affiliates, have paid in full all wages, salaries, commissions, wage premiums, overtime, bonuses, paid time off, accrued and unused vacation, severance and termination payments, fees and other compensation and benefits that have become due and payable to Company Employees and current and former employees and non-employee service providers of the Business, except as would not result or reasonably be expected to result in material liability to the Business.

(d) To the knowledge of Seller, no Company Employee at the level of Vice-President or above has given written notice of termination of employment or otherwise disclosed plans to terminate employment with any of the Target Companies within the twelve (12)-month period following the Closing. To the knowledge of Seller, no Company Employee, former employee of the Target Companies or the Business or current or former non-employee service provider of the Target Companies or the Business is in any material respect in violation of any term of any nondisclosure agreement, noncompetition agreement or restrictive covenant obligation owed to (i) any Target Company or Seller or its Affiliates or (ii) any third party with respect to such person's right to be employed or engaged by any Target Company or Seller or its Affiliates.

(e) The Target Companies and, to the extent related to the Business, Seller or its Affiliates, have reasonably investigated all sexual harassment, or other harassment, discrimination, or retaliation allegations against Company Employees, employees, officers, directors, partners, contractors or agents of the Business or Target Companies that have been reported to any Target Company or Seller or its Affiliates or of which any of the foregoing is otherwise aware and have taken appropriate measures with respect to each allegation (except with respect to allegations the applicable Target Company or Seller or its Affiliates, as applicable, reasonably deemed to not have merit). To the knowledge of Seller, there are no such allegations that are expected to result in material liability.

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Section 4.19 Employee Benefit Matters.

(a) Schedule 4.19(a) of the Seller Disclosure Schedules lists each material Seller Employee Plan and separately sets forth and identifies each Company Employee Plan (excluding, solely for purposes of Schedule 4.19(a) of the Seller Disclosure Schedules, any employment, individual or consulting agreement), in each case, by jurisdiction. Each Company Employee Plan is exclusive to the Target Companies, and no Company Employee Plan covers or provides benefits to any person who is not an employee of or service provider to, or any former employee or former service provider to, the Business (or an eligible dependent or beneficiary thereof).

(b) Seller has made available to Buyer true and complete copies of, as applicable, (i) each Company Employee Plan and each material Seller Employee Plan (including all amendments and modifications thereof), or a written description of such Company Employee Plan or Seller Employee Plan if such Company Employee Plan or Seller Employee Plan is not set forth in a written document and, in the case of Company Employee Plans, trust agreements, insurance policies and other funding arrangements; provided that, in the case of any Employee Plan that is in a Contract to which a Company Employee is a party, Seller may instead make available (A) a form or sample of such Contract accompanied by a listing of the Company Employees, to the extent permitted under Applicable Law, who are parties to a Contract substantially similar to such form or sample Contract, and (B) copies of all Contracts which are not substantially similar to such form or sample of such Contract, (ii) the current employee/member booklets and summary plan descriptions (including any summaries of material modifications) for each Company Employee Plan and each other material Seller Employee Plan, (iii) the most recent determination, advisory, or opinion letter from the IRS for each Company Employee Plan, to the extent applicable, (iv) the most recent actuarial statements or funding reports, financial statements and asset statements for any Company Employee Plan that is a defined benefit pension or similar plan, and (v) any non-routine correspondence (including any applications or submissions under any voluntary correction programs) with any Governmental Authority within the past three (3) years with respect to each Company Employee Plan.

(c) Each Company Employee Plan and, except as would not result in any liability or obligation of a Target Company, each Seller Employee Plan, has been established, registered, maintained, operated, funded and administered in all material respects in accordance with its terms and the requirements of such Employee Plan and all Applicable Laws. To the knowledge of Seller, no fact or circumstance exists that could adversely affect the registered status of any Employee Plan or the preferential Tax treatment ordinarily accorded to any such Employee Plan. Each Employee Plan intended to be qualified for Tax-exempt or Tax-preferred status, including under Section 401(a) of the Code, is so qualified and, if applicable, has received a favorable determination or opinion letter from the applicable Governmental Authority (including the IRS) as to its qualification, and nothing has occurred that could reasonably be expected to adversely affect such qualification or otherwise result in material liability to any Target Company or Buyer or any of its Affiliates. No Target Company has incurred (whether or not assessed) any Tax, penalty or other liability under Section 4980B, 4980D, 4980H, 6055, 6056, 6721, 6722 or 6723 of the Code or Section 409 or 502 of ERISA.

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(d) No material Proceedings (other than routine claims for benefits) are pending, ongoing or, to the knowledge of Seller, threatened in connection with any Employee Plan or, except as would not result in any liability or obligation of a Target Company, any Seller Employee Plan, or the assets of any of the foregoing, and no fact or circumstance exists that would be reasonably likely to give rise to any such Proceeding. No Employee Plan is, or within the last three (3) years has been, the subject of a Proceeding or an examination or audit by a Governmental Authority or the subject of an application or filing under, or a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program.

(e) All required contributions and premiums with respect to each of the Company Employee Plans, Multiemployer Plans, or that are required to be made to any Governmental Authority and, except as would not result in any liability or obligation of a Target Company, each of the Seller Employee Plans, that have become due have, in all material respects, been timely made or paid in full, and adequate disclosure of and provision for any contributions and premiums that have accrued but not become due and payable in the applicable Target Company's books and records if and to the extent required by IFRS.

(f) No Employee Plan provides, and no Target Company has any obligation to provide, post-employment, post-termination or retiree health or welfare benefits or supplemental retirement income benefits other than (i) health continuation coverage pursuant to Section 4980B of the Code or Part 6 of Subtitle B of Title I of ERISA at the participant's sole expense, or (ii) health and welfare continuation coverage as may otherwise be required in accordance with any similar Applicable Law.

(g) Except as set forth in Schedule 4.19(g) of the Seller Disclosure Schedules, none of the Employee Plans is (i) subject to federal or provincial pension standards legislation in Canada, (ii) a "retirement compensation arrangement", as such term is defined in subsection 248(1) of the Income Tax Act (Canada), (iii) an "employee life and health trust", as such term is defined in subsection 248(1) of the Income Tax Act (Canada), (iv) a "health and welfare trust", within the meaning of Canada Revenue Agency Income Tax Folio S2-F1-C1, (v) a "salary deferral arrangement", as such term is defined in subsection 248(1) of the Income Tax Act (Canada), or (vi) an "employees profit sharing plan" as such term is defined in subsection 144(1) of the Income Tax Act (Canada).

(h) Except as set forth in Schedule 4.19(h) of the Seller Disclosure Schedules, neither the execution and delivery of this Agreement nor the consummation of the Contemplated Transactions (whether alone or in connection with any other event(s)), could reasonably be expected to, directly or indirectly (i) result in any payment or benefit (whether of compensation, termination or severance pay or otherwise, and whether in cash, property or the vesting of property) becoming due to any Company Employee or any other current or former employee, officer, director or other individual service provider of the Target Companies or the Business or satisfy any prerequisite (whether exclusive or non-exclusive) to any payment or benefit to any Company Employee or any other current or former employee, officer, director or other individual service provider of the Target Companies or the Business, (ii) increase the amount or value of any compensation (including equity or equity-based compensation) or benefits to any Company Employee or any other current or former employee, officer, director or

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other individual service provider of the Target Companies or the Business under any Company Employee Plan or Seller Employee Plan, (iii) result in the acceleration of the timing of payment, vesting or funding of any compensation or benefits to any Company Employee or any other current or former employee, officer, director or other individual service provider of the Target Companies or the Business under or with respect to any Company Employee Plan or Seller Employee Plan, or otherwise, (iv) result in any forgiveness of indebtedness of any Company Employee or any other current or former employee, officer, director or other individual service provider of the Target Companies or the Business, (v) restrict the ability of the Target Companies, Seller or any of their Subsidiaries to merge, amend or terminate any Company Employee Plan, or (vi) trigger any obligation to fund any Company Employee Plan.

(i) Except as set forth in Schedule 4.19(i)(i) of the Seller Disclosure Schedules, no Company Employee Plan is, and no Target Company sponsors, maintains, contributes to, has an obligation to contribute to (i) a "multiple employer plan" (within the meaning of Section 210 of ERISA or Section 413(c) of the Code) or (ii) a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA). Except as set forth in Schedule 4.19(i)(ii) of the Seller Disclosure Schedules, none of the Target Companies contributes to, has any obligations to or otherwise has any current or contingent liability or obligation under or with respect to any Multiemployer Plan. None of the Target Companies has, and following the Closing none will have, any current or continent liability or obligation with respect to any employee benefit plan, including under Title IV of ERISA, Section 412 of the Code, Section 4980 B of the Code or Section 302 of ERISA, by reason of at any time being treated as a single employer with any other Person pursuant to Section 414 of the Code, including Seller or its Affiliates (other than the Target Companies or Buyer or its Affiliates) with respect to periods on or prior to the Closing.

(j) Neither the execution of this Agreement nor the consummation of the Contemplated Transactions (whether alone or in connection with any other event(s)) could reasonably be expected to, directly or indirectly, result in the payment of any amount or provision of any benefit (whether in cash, property or the vesting of property) that could reasonably be expected to, individually or in combination with any other such payment or benefit, constitute an "excess parachute payment" within the meaning of Section 280G of the Code (as determined without regard to Section 280G(b)(4) of the Code) or could otherwise subject any Person to the excise Tax under Section 4999 of the Code.

(k) Each Company Employee Plan which constitutes in whole or in part a "nonqualified deferred compensation plan" (as defined under Section 409A(d)(1) of the Code) (and is subject to the requirements of Section 409A of the Code) has been operated, documented and administered in material compliance with Section 409A of the Code and any regulations and/or guidance promulgated thereunder and no amount under any such Company Employee Plan is, has been or could reasonably be expected to be subject to any additional Tax, interest or penalties set forth under Section 409A of the Code.

(l) There is no written or unwritten agreement, plan, arrangement or other Contract (including any Company Employee Plan or Seller Employee Plan) by which either Seller or a Target Company is bound to compensate, indemnify, reimburse, gross-up or otherwise make whole any Company Employee or any

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other current or former employee, officer, director or other individual service provider of the Target Companies or the Business in respect of any Taxes, including the Taxes, interest or penalty imposed or arising under Section 409A of the Code or Section 4999 of the Code.

(m) With respect to each Company Employee Plan subject to Title IV of ERISA ("Title IV Plan"): (i) there has been no failure to report a reportable event (within the meaning of Section 4043 of ERISA, other than any such event for which no reporting was required pursuant to regulations promulgated under Section 4043 of ERISA); (ii) the minimum funding standard under Section 430 of the Code has been satisfied and no waiver of any minimum funding standard or extension of any amortization periods has been requested or granted; (iii) all contributions required under Section 302 of ERISA and Section 412 of the Code have been timely made; (iv) all amounts due to the Pension Benefit Guaranty Corporation ("PBGC") pursuant to Section 4007 of ERISA have been timely paid; (v) with respect to each Title IV Plan for which there has been a significant reduction in the rate of future benefit accrual as referred to in Section 204(h) of ERISA, the requirements of Section 204(h) of ERISA have been complied with; (vi) no Title IV Plan is considered to be in "at risk" status under Section 430 of the Code or has been required to apply any of the funding-based limitations under Section 436 of the Code; (vii) there has been no event described in Section 4062(e) of ERISA; (viii) no event has occurred or circumstances exist that could reasonably be expected to result in a liability under or with respect to Section 4069 of ERISA; and (ix) no notice of intent to terminate any Title IV Plan has been filed and no amendment to treat a Title IV Plan as terminated has been adopted and no proceeding has been commenced by the PBGC to terminate any Title IV Plan.

(n) Without limiting the generality of the foregoing: (i) each Seller Employee Plan and Company Employee Plan maintained on behalf of current or former directors, officers, managers, employees or other service providers of the Target Companies or the Business who reside or work primarily outside of the United States (each, a "Foreign Plan") required by any Applicable Law to be registered or approved by a Governmental Authority has been so registered or approved and has been maintained in good standing with the applicable Governmental Authority; and (ii) each Foreign Plan required under any Applicable Law to be funded, is either (A) funded in all material respects in accordance with such Applicable Law to an extent sufficient to provide for accrued benefit obligations with respect to all participants, or if not so funded, then any such underfunding has been accrued in the applicable Target Company's books and records if and to the extent required by IFRS or (B) is fully insured, in each case based upon generally accepted local accounting and actuarial practices and procedures, and none of the Contemplated Transactions could reasonably be expected to cause such funding or insurance obligations to be materially less than such benefit obligations. Except as set forth in Schedule 4.19(n), no Foreign Plan contains a "defined benefit provision" (as defined in subsection 147.1(1) of the Tax Act) or is a "defined benefit plan" (as defined in ERISA, whether or not subject to ERISA) or seniority premium, termination indemnity, gratuity or similar plan or arrangement, and none of the Target Companies have any unfunded or underfunded liabilities or other obligations with respect to any such Foreign Plan. Each Foreign Plan set forth on Schedule 4.19(n) is closed to new entrants, and existing members have ceased accruing service and having earnings recognized for purposes of calculating benefits thereunder.

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Section 4.20 Insurance.

(a) Schedule 4.20(a) of the Seller Disclosure Schedules sets forth an accurate and complete list as of the date hereof of all policies of insurance, bonds or other forms of insurance (including coverage type and policy period) under which the Target Companies and the Business are covered, excluding title insurance policies and the insurance policies related to the Company Employee Plans or Seller Employee Plans (the "Insurance Policies").

(b) Each of the Insurance Policies is valid, outstanding, enforceable, is in full force and effect (and all premiums due and payable thereon up to and including the Closing Date have been paid in full on a timely basis), are comprised of the types and the amounts required to maintain under Applicable Law and the Material Contracts, and no written or, to the knowledge of Seller, verbal, notice of cancellation, termination, adverse modification or revocation or other notice that any Insurance Policy is no longer in full force or effect or that the issuer of any policy is not willing or able to perform its obligations thereunder has been received by Seller or any of its Affiliates.

(c) Seller and its Affiliates and the Target Companies are in compliance in all material respects with each of the Insurance Policies, and, neither Seller, the Target Companies nor any of their Affiliates are in breach or default of any provision thereof.

(d) Within the past three (3) years, (i) neither Seller nor any Affiliate of Seller (including the Target Companies) has made, with respect to the Business, any material claim under any such Insurance Policy with respect to which an insurer has, in a written, or, to the knowledge of Seller, verbal, notice to Seller or any Affiliate of Seller (including the Target Companies), denied or disputed or otherwise reserved its rights with respect to such coverage other than those claims noted in Schedule 4.20(a) of the Seller Disclosure Schedules, and (ii) no insurer has threatened to cancel any such Insurance Policy. Any occurrence that may give rise to a claim has been reported by Seller or its Subsidiary to the appropriate insurance carrier.

Section 4.21 Product Warranties; Liabilities.

As of the Agreement Date: (a) during the past three (3) years, no material product liability, product warranty, recall or similar claims have been made or threatened against any Target Company or Seller or any of their respective applicable Affiliates in connection with the Business; and (b) none of the Target Companies, Seller or any of their respective applicable Affiliates has received (in connection with any product manufactured, sold, licensed, or distributed by, or in connection with the Business) notice of (i) any claim or allegation of personal injury, death, or property or economic damages or (ii) product recall, in each case as would not, individually or in the aggregate, reasonably be expected to be material to the Business.

Section 4.22 Affiliated Transactions.

Except as set forth on Schedule 4.22 of the Seller Disclosure Schedules, no Affiliate (including, for this purpose, Capinabel Inc. and its officers, directors, managers and direct and indirect equityholders), officer, director or manager of Seller or its Affiliates (including any Target Company) or any individual in such Affiliate's, officer's, director's or manager's family (whether by blood, marriage or adoptions, and including any trust or other estate planning vehicle for the benefit of any such Person) (each, a

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"Related Party"), is a party to any agreement, Contract, commitment, or transaction with any Target Company, or, to the extent relating to the Business, Seller or its Affiliates or has any interest in any property used by any of the Target Companies or the Business.

Section 4.23 Customers and Suppliers.

(a) Schedule 4.23(a) of the Seller Disclosure Schedules sets forth an accurate and complete list of the top twenty (20) customers of the Business (by gross revenues generated from sales and services provided to such customers), on a combined basis, for the fiscal year ended October 27, 2024 and for the 9-month period ended July 27, 2025 (such customers, the "Specified Customers"). Since July 27, 2025, no Specified Customer has canceled, not renewed, terminated or materially and adversely modified or reduced its relationship with the Business or threatened to do the same.

(b) Schedule 4.23(b) of the Seller Disclosure Schedules sets forth an accurate and complete list of the top twenty (20) suppliers of the Business (by aggregate cost of products or services purchased from such suppliers), on a combined basis, for the fiscal year ended October 27, 2024 and for the 9-month period ended July 27, 2025 (such suppliers, the "Specified Suppliers"). Since July 27, 2025, no Specified Supplier has canceled, terminated, not renewed or adversely modified or reduced its relationship with the Business or threatened to do the same.

(c) Except as accrued in the Carve-Out Financial Statements, the Target Companies, Seller and its Affiliates (to the extent related to the Business) and the Business have no liability obligation (contingent or otherwise) with respect to any customer or supplier rebates.

Section 4.24 Brokers Fees.

There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Seller, Transcontinental Printing, the Target Companies, or their Affiliates that might be entitled to any fee, commission or any similar payment payable by the Target Companies in connection with the Contemplated Transactions.

Section 4.25 No Other Representations or Warranties.

Except for the Express Representations, neither Seller nor any other Person makes any representation, warranty or statement (including any statement by omission), express or implied, at law or in equity, with respect to the Business, Seller, its Affiliates, the Target Companies, or their respective businesses, financial condition, assets, liabilities or prospects or operations, or their past, current or future profitability or performance or any other matter, or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person or in the Dataroom or elsewhere to any Buyer Related Party or on behalf of any Seller Related Party, and Seller disclaims all liability and responsibility for any such other representations or warranties (and neither the Target Companies nor any Seller Related Party or any other Person makes, or has made, any such representations, warranty, or statement (including any statement by omission) of any kind).

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to Seller that the following statements are true and correct:

Section 5.01 Existence and Power of Buyer Entities.

(a) Each Buyer Entity is a corporation or other entity duly incorporated, formed or organized, validly existing under the laws of its jurisdiction of incorporation, formation or organization.

(b) Each Buyer Entity (i) has all requisite corporate or other appropriate power and authority required to carry on its business and operations as now conducted, and carry out the Contemplated Transactions and (ii) is duly qualified or otherwise authorized to do business and in good standing in each jurisdiction in which the ownership, operation or leasing of its properties and the conduct of its business (including, after giving effect to the Contemplated Transactions, the Business) as now conducted requires it to be so qualified or otherwise authorized, except where the failure to be so qualified or otherwise authorized would not reasonably be expected to have a material adverse effect on such Buyer Entity's ability to carry out the Contemplated Transactions.

Section 5.02 Authority and Enforceability.

The execution, delivery and performance by each Buyer Entity of this Agreement and each other Transaction Document to which it is a party and the consummation by such Buyer Entity of the Contemplated Transactions are within its corporate or other appropriate powers and have been (or, in the case of any Transaction Document to be entered into at or prior to the Closing, will be) duly authorized by all necessary corporate or other appropriate action on its part. This Agreement has been, and each other Transaction Document to which each Buyer Entity is a party will be as of Closing, duly authorized, executed and delivered by such Buyer Entity and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitutes or will constitute at the Closing a legal, valid and binding obligation of such Buyer Entity, enforceable against such Buyer Entity in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws now or hereinafter in effect relating to or affecting creditors' rights generally, or by general equitable principles (regardless of whether each enforceability is considered in a Proceeding in equity or at law).

Section 5.03 Governmental Authorization.

The execution and delivery by each Buyer Entity of this Agreement, and each other Transaction Document to which it is a party, and the performance by such Buyer Entity of its obligations hereunder and thereunder, require no action by or in respect of, consent or approval of, notice to or authorization from, or registration, qualification, filing or application with, any Governmental Authority in connection with the execution, delivery and performance of the Transaction Documents or in order to consummate the Contemplated Transactions, other than (a) compliance with any applicable requirements and filings under the Required Regulatory Approvals, and (b) the actions, consents, approvals, Permits or filings expressly referred to in this Agreement.

Section 5.04 Non-Contravention.

The execution and delivery by each Buyer Entity of this Agreement and each other Transaction Document to which it is a party, and the performance by such Buyer Entity of its obligations hereunder and thereunder, does not and will not, with or without the passage of time, the giving of notice, or both: (a) violate, contravene or conflict with any provision of the Organizational Documents of such Buyer Entity; or (b) assuming compliance with the applicable requirements and filings under the Required Regulatory Approvals and the making or obtaining of the actions, consents, approvals, Permits or filings expressly referred to in this Agreement, contravene or conflict with, or constitute a violation of,

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any provisions of any Applicable Law binding upon or applicable to such Buyer Entity, except for any such contravention, conflict or violation that would not reasonably be expected, individually or in the aggregate, to have a material effect on such Buyer Entity's ability to consummate the Contemplated Transactions on the terms and conditions set forth in the Transaction Documents.

Section 5.05 Litigation.

As of the Agreement Date, there is no Order prohibiting any Buyer Entity from closing the Contemplated Transactions.

Section 5.06 Brokers Fees.

Except for Goldman Sachs, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Buyer Companies or any of their Affiliates that might be entitled to any fee or commission from Seller or any of its Affiliates upon consummation of the Contemplated Transactions.

Section 5.07 Financial Ability.

(a) Buyer has received (i) the executed Equity Commitment Letter from Parent to provide to Buyer the Equity Financing in cash in an aggregate amount set forth in the Equity Commitment Letter on and subject to the terms and conditions thereof, (ii) the executed Preferred Equity Commitment Letter from the Preferred Equity Financing Source to provide to Buyer or its Affiliate the Preferred Equity Financing in cash in an aggregate amount set forth in the Preferred Equity Commitment Letter on and subject to the terms and conditions thereof, and (iii) the executed Debt Commitment Letter from the Debt Financing Parties named therein, pursuant to which such Debt Financing Parties have committed, on the terms and subject to the conditions set forth therein, to provide to Buyer or its Affiliates the Debt Financing to be funded on the Closing Date in the aggregate amount set forth in the applicable Debt Commitment Letter. A true, correct and complete copy of each Commitment Letter as in effect on the Agreement Date has been provided to Seller. A true, correct and complete copy of each fee letter or payment letter (in a customary redacted manner) related to any Debt Commitment Letter (each, a "Debt Fee Letter") or Preferred Commitment Letter (each, a "Preferred Payment Letter" and together with the Debt Fee Letter, the "Fee Letters"), in each case, as in effect on the Agreement Date has been provided to Seller. Notwithstanding anything to the contrary in this Agreement, the Debt Commitment Letter (including, for the avoidance of doubt, any Debt Fee Letter) shall, at Buyer's sole discretion, be subject to customary redactions related to any fee amounts, price caps, market "flex" rights and other economic terms or commercially sensitive numbers and provisions (including any ratio terms and related dates) (provided, however, that no redacted term provides that the aggregate amount of the Debt Financing set forth in the Debt Commitment Letter would be reduced below the Required Funding Amount or adds any conditions or contingencies that would adversely affect the conditionality of the Debt Financing at the Closing).

(b) As of the Agreement Date, Buyer has fully paid (or caused to be paid in full) any and all commitment or other fees required by the Commitment Letters that are to be earned, due and payable before or as of the Agreement Date. As of the Agreement Date, each Commitment Letter is in full force and effect, and constitutes a legal, valid and binding obligation of Buyer and, to the knowledge

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of Buyer, each other party thereto, and is enforceable against the parties to the Commitment Letters in accordance with their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. As of the date hereof, no event has occurred which, with or without notice, would constitute a material breach or default on the part of Buyer or, to the knowledge of Buyer, any other party thereto under any Commitment Letter has occurred that could reasonably be expected to result in the failure of any condition precedent to the Financing or would otherwise result in any reduction of the Financing below the Required Funding Amount on the Closing Date. As of the Agreement Date, there are no conditions precedent to the obligations of (i) Parent to fund the Equity Financing, other than as expressly set forth in the Equity Commitment Letter, (ii) the Preferred Equity Financing Source to fund the Preferred Equity Financing, other than as expressly set forth in the Preferred Equity Commitment Letter, or (iii) the Debt Financing Parties to fund the Debt Financing, other than as expressly set forth in the Debt Commitment Letter. Assuming the conditions set forth in Section 7.01 and Section 7.02 are satisfied at the Closing, Buyer has no reason to believe that Buyer will be unable to satisfy on a timely basis any of the conditions precedent of Closing to be satisfied by Buyer contained in the Commitment Letters on or prior to the Closing Date or that the Financing will not be available to Buyer on the Closing Date in an amount less than the Required Funding Amount.

(c) As of the Agreement Date, none of the respective commitments contained in the Commitment Letters has been withdrawn, rescinded, replaced or terminated in any respect by Buyer or, to the knowledge of Buyer, by any of the other parties thereto. As of the Agreement Date, there are no conditions precedent under any agreement (including any side letters) related to the funding of the full amount of the Required Funding Amount on the Closing Date other than as expressly set forth in the Commitment Letters. As of the Agreement Date, Parent, the Preferred Equity Financing Source and the Debt Financing Parties have not notified, under the terms of the applicable Commitment Letter, Buyer or any of its Affiliates of such Person's intention to terminate or withdraw any of the Financing. As of the Agreement Date, to the knowledge of Buyer, no amendment or modification to, or withdrawal, termination or rescission of, any Commitment Letter is contemplated other than (i) amendments or modifications to implement any flex provisions set forth in any Fee Letter, (ii) to add additional Debt Financing Parties to the Debt Commitment Letter as contemplated thereby and (iii) amendments or modifications permitted by this Agreement.

(d) Assuming at the Closing (x) the Express Representations are true and correct in all material respects, (y) Seller has performed and complied with all of its covenants and other obligations under the Transaction Documents in all material respects and (z) the conditions in Sections 7.01 and 7.02 are satisfied or waived, the aggregate proceeds contemplated by the Financing pursuant to the terms and conditions of the Commitment Letters will, after taking into account any other sources of immediately available proceeds (including cash on hand of Buyer and its Subsidiaries), be sufficient for Buyer to complete the Contemplated Transactions that are required to occur at the Closing and to pay all consideration, fees, expenses and other amounts required to be paid by Buyer on the Closing Date pursuant to this Agreement or the Commitment Letters (the "Required Funding Amount").

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Section 5.08 Investigation.

(a) Buyer is an informed and sophisticated purchaser in the Contemplated Transactions, and is experienced in the evaluation and purchase of businesses such as the Business, and has engaged expert advisors experienced in the evaluation and purchase of businesses such as the Business. Buyer (either alone or together with its advisors) has sufficient knowledge and experience in financial, business and investment matters so as to be capable of evaluating the merits and risks of the Contemplated Transactions and is capable of bearing the economic risks of the Contemplated Transactions. Buyer represents, warrants, acknowledges and agrees, on its own behalf and on behalf of its Affiliates, that Buyer and its Affiliates have conducted their own independent due diligence investigation, review, analysis and evaluation of the Business, operations, assets, liabilities, Contracts, Intellectual Property, results of operations, financial condition, software, technology, properties and prospects of the Target Companies to assist Buyer in making an informed decision with respect to the purchase of the Purchased Shares and the Business and the execution of the Transaction Documents.

(b) Buyer, on its own behalf and on behalf of its Affiliates, acknowledges that, except for the Express Representations, none of Seller, the Target Companies, any Seller Related Party, nor any other Person makes, or has made any other express or implied representation or warranty as to the prospects, financial or otherwise, of the Business or related to the Target Companies and that any projections, estimates or forecasts of future results or events provided by or on behalf of Seller are subject to uncertainty and to the assumptions used in their preparation. Buyer, on behalf of itself and its Affiliates, agrees that it shall accept the Target Companies and the Business as they exist on the Closing Date on an "AS-IS" and "WHERE-IS" basis, based on Buyer's due diligence inspection, examination and determination with respect thereto as to all matters, and without reliance upon any express or implied representations or warranties of any nature, whether in writing, orally or otherwise, made by or on behalf of or imputed to Seller or its Affiliates or any of their respective Representatives as to the Target Companies, the Business or the accuracy or completeness of any of the information (including projections, estimates or forecasts of future results or events) provided or made available to Buyer or its Representatives, other than the Express Representations and in accordance with the express terms and conditions (including limitations and exclusions) of this Agreement.

Section 5.09 Investment.

Buyer and each of the other Buyer Entities are acquiring the Purchased Shares for its own account with the present intention of holding such securities for investment purposes and not with a view to, or for sale in connection with, any distribution of such securities in violation of any federal, state or foreign securities Laws. Buyer acknowledges that each of the Buyer Entities is informed as to the risks of the Contemplated Transactions and of ownership of the Purchased Shares. Each of the Buyer Entities is an "accredited investor" within the meaning of Rule 501 of Regulation D promulgated under the Securities Act. Buyer understands and acknowledges that: (a) the Purchased Shares have not been registered or qualified under the Securities Act or under any federal, state, provincial or foreign securities Laws, and (b) the Purchased Shares may not be sold, transferred, offered for sale, assigned, pledged, hypothecated, or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation, or other disposition is pursuant to an effective registration or qualified by prospectus under any applicable federal, state, provincial or foreign securities Laws or sold pursuant to an

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exemption from registration or prospectus requirements under any applicable federal, state, provincial or foreign securities Laws.

Section 5.10 No Vote/Approval Required.

No vote or approval of any holders of any equity interest of the Buyer Companies is necessary to approve the Transaction Documents or the Contemplated Transactions. The vote or approval of the board of directors or other applicable governing body of Buyer is the only vote or approval necessary to approve the Transaction Documents to which it is a party and the Contemplated Transactions. The board of directors or other applicable governing body of Buyer approved this Agreement and the Contemplated Transactions on the Agreement Date and the board of directors or other applicable governing body of each other Buyer Entity will have unanimously approved this Agreement and the Contemplated Transactions on the Closing Date.

Section 5.11 No Other Representations or Warranties.

Except for the representations and warranties of Buyer set forth in this Agreement or the other Transaction Documents, neither Buyer nor any other Person makes any representation, warranty or statement (including any statement by omission), express or implied, at law or in equity, with respect to Buyer, its Affiliates or their respective businesses, financial condition, assets, liabilities or prospects or operations, or their past, current or future profitability or performance or any other matter, or with respect to any information, statements, disclosures, documents, projections, forecasts or other material of any nature made available or provided by any Person to any Seller Related Party or on behalf of any Buyer Related Party, and Buyer disclaims all liability and responsibility for any such other representations or warranties (and neither Buyer nor any other Person makes, or has made, any such representations, warranty, or statement (including any statement by omission) of any kind).

ARTICLE VI. COVENANTS AND AGREEMENTS

Section 6.01 Closing Conditions.

From and after the Agreement Date and continuing through the Closing Date, subject to the terms and conditions of this Agreement, each of the Parties hereto will use commercially reasonable efforts to take all actions and do all things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions, including satisfaction of the closing conditions set forth in Article VII; provided, however, that the foregoing shall not be deemed to require either Party to violate any Law, to waive compliance by the other Party of its respective covenants or obligations under this Agreement or to waive conditions to the Closing required to be satisfied by the other Party. From and after the Agreement Date, Seller and Buyer shall execute and deliver, and Buyer and Seller shall cause each of their respective Subsidiaries, as may be reasonably appropriate or required and as the case may be, to execute and deliver such other documents, certificates, agreements and writings and to take such other actions as may be reasonably necessary, proper, advisable or desirable to consummate or implement the Contemplated Transactions. Except as otherwise set forth in the Transaction Documents, nothing in this Section 6.01 shall require Seller or Buyer to make any payments in order to obtain any consents or approvals necessary, proper, advisable or desirable in connection with the consummation of the Contemplated Transactions. From and after the Agreement Date and continuing through the Closing Date, Seller shall provide written notice to Buyer promptly upon becoming aware of (a) any breach of any Express Representation or (b) any breach of or failure to perform or comply with any of the covenants and other obligations of Seller under this Agreement or any other Transaction Document.

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Section 6.02 Pre-Closing Reorganization & Indemnified Tax Matters

(a) By no later than on the Business Day immediately preceding the Closing Date, Seller shall, and shall cause its Subsidiaries (including the Target Companies) to, (a) effect the transactions set forth in the two (2) reorganization step plans appended to this Agreement as Attachment II (the "Step Plans") and (b) cause (i) Seller to be the sole legal and beneficial owner of all of the issued and outstanding Equity Interests in the Target Companies immediately prior to the Closing, (ii) all of the assets, rights, properties and interests (including books and records) primarily developed for, relating to, used in or held for use for the Business (including the Transferred Optium Business) to, immediately following completion of the Pre-Closing Reorganization, be held by the Target Companies and all assets primarily used or held for use in connection with the Seller Business currently held by the Target Companies to be held by Seller and its Subsidiaries (other than the Target Companies), (iii) all Intellectual Property owned or purported to be owned by Seller or its Affiliates and conceived, created, reduced to practice, discovered, invented, authored, or produced by any current or former employee of a Target Company, including all Company Employees, or independent contractor on behalf of the Business to be owned by a Target Company, and (iv) all Company Employees to be employed by a Target Company (such transactions, collectively, the "Pre-Closing Reorganization"). The steps set forth in the Step Plans, including for greater certainty the amount and form of consideration for which every transaction will be effected, may be modified by Seller only with the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed), it being acknowledged and agreed that Buyer may withhold such consent in its sole discretion to the extent such modification would reasonably be expected to have an adverse effect on Target Companies or the Business or, following Closing, the Buyer Companies. At least ten (10) Business Days prior to the Closing Date, Seller shall provide to Buyer and its counsel drafts of all Contracts intended to effectuate the Pre-Closing Reorganization and Seller shall incorporate all reasonable comments proposed by Buyer prior to the Closing.

(b) From and after the Closing, Seller shall indemnify and defend the Buyer Related Parties, save and hold each of them harmless from and against and pay on behalf of or reimburse such Buyer Related Parties for any and all Damages, whether or not such Damages involve a third party claim and whether or not due and payable, that any such Buyer Related Party suffers, sustains or becomes subject to as a result of, in connection with, arising from, relating or incidental to or by virtue of (X) the Pre-Closing Reorganization and/or (Y) the Indemnified Tax Matters; provided, that no Buyer Related Party shall be entitled to indemnification for any Taxes (i) to the extent taken into account in Net Working Capital or Indebtedness, in each case, as finally determined pursuant to Section 2.04, or (ii) resulting from Buyer's breach of any provision of this Agreement to the extent pertaining to Taxes. The amount of Damages which the Buyer Related Parties may recover pursuant to this Section 6.02(b) shall be determined net of any amount actually recovered by the Buyer Related Parties under any insurance policies with respect to such Damages, net of any costs or expenses incurred in connection with such recovery or any premium increases under any insurance policies. If any claim for indemnification under this Section 6.02(b) is finally resolved pursuant to the terms of this Agreement, then within three (3) Business Days after the final resolution of such matter, Seller shall pay or cause to be paid, to Buyer, the amount of Damages payable to Buyer pursuant to such final

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resolution by wire transfer of immediately available funds to the account designated in writing by Buyer. The Parties shall treat any payments made under this Section 6.02(b) as an adjustment to the Closing Purchase Price for Tax purposes (to the extent permitted by Applicable Law). Each Buyer Related Party is an express third-party beneficiary of this 6.02 and shall have the right to enforce this Section 6.02 directly as if such Buyer Related Party were a party to this Agreement. The covenants and other obligations set forth in this Section 6.02(b) shall survive until the expiration of the applicable statute of limitations (taking into account any extensions thereof), plus sixty (60) days; provided, that such covenants and other obligations shall survive the time at which they would otherwise terminate if notice of an actual or potential claim hereunder is given to Seller prior to such time, and such covenants and other obligations shall thereafter survive until such claim is finally resolved and any applicable obligation to remedy such claim has been fully satisfied.

(c) If any third-party notifies a Buyer Related Party with respect to any matter which could reasonably be expected to give rise to a claim for indemnification under Section 6.02(b) (each, an "Indemnified Matter"), then Buyer will promptly notify Seller thereof in writing; provided, however, that no delay on the part of Buyer in notifying Seller will relieve Seller from any liability or other obligation hereunder unless (and then solely to the extent) Seller is actually prejudiced with respect to such third-party claim by reason of such failure. Seller shall have the right, on delivery of notice to Buyer, to control the Indemnified Matter, at the sole cost and expense of Seller, with counsel of Seller's choice; provided, that, upon notice to Seller thereof in writing, a Buyer Related Party shall have the right to control any Indemnified Matter (i) primarily relating to Taxes that could be expected to have a material impact on Taxes of the Buyer Companies for any Tax period (or portion thereof) ending after the Closing, (ii) for which Seller has failed to actively and diligently defend such Indemnified Matter in good faith or (iii) in which a Buyer Related Party has been advised in writing by outside counsel that an actual conflict of interest exists between Seller and such Buyer Related Party with respect to such Indemnified Matter (other than a conflict arising by virtue of this Section 6.02). Seller shall not be entitled to settle or compromise any Indemnified Matter without Buyer's prior written consent, except that Seller may settle or compromise an Indemnified Matter without Buyer's prior written consent if (and only if) (i) the Damages pursuant to such settlement or compromise are paid in full by Seller, (ii) such settlement or compromise includes as a term thereof an unconditional release of all liabilities in respect of such Damages in favor of the Buyer Related Parties and (iii) such settlement or compromise does not involve any admission of fault or any covenant, equitable relief or similar restriction on the Buyer Related Parties (other than customary confidentiality obligations and covenants not to sue). If Seller is controlling the defense of any Indemnified Matter, then (x) the Buyer Related Parties may retain separate co-counsel to participate in the defense thereof at the Buyer Related Parties' expense (other than any fees and expenses of such separate co-counsel that are incurred prior to the date Seller effectively assumes control of such defense which, notwithstanding the foregoing, shall be borne by Seller and indemnified hereunder), (y) Seller shall keep Buyer reasonably apprised of the status of the Indemnified Matter and any material developments therein and (z) Seller shall promptly furnish to Buyer all information regarding the Indemnified Matter that is reasonably requested by Buyer.

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Section 6.03 Company Shareholders Meeting; Company Circular.

(a) Seller shall take, in accordance with Applicable Law and its Organizational Documents, all action necessary to establish a record date for and duly call, give notice of, convene and hold a meeting of the Shareholders (the "Company Shareholders Meeting") for the purpose of obtaining the Requisite Company Vote. The Company Shareholders Meeting shall be held as soon as practicable following the date hereof but in any event no later than sixty (60) days following the date hereof (the "Meeting Deadline"); provided that, for the avoidance of doubt, Seller may postpone or adjourn the Company Shareholders Meeting (i) for any or no reason, with the prior written consent of Buyer; (ii) due to the absence of a quorum necessary to conduct the business of the Company Shareholders Meeting (in which case the Company Shareholders Meeting shall be adjourned or postponed and Seller shall solicit the presence, in person or by proxy, of a quorate number of Seller Shares such that the Company Shareholders Meeting can be reconvened and held as soon as reasonably practicable); or (iii) to solicit additional votes in order to obtain the Requisite Company Vote; provided, however, that no postponement shall be permitted without Buyer's prior written consent (not to be unreasonably withheld, conditioned or delayed) if it would require a change to the record date or result in the Company Shareholders Meeting being held after the Meeting Deadline. In addition to the foregoing, the Company will be required to postpone or adjourn the Company Shareholders Meeting at the request of Buyer, in the case of postponements or adjournments of not more than ten Business Days, if reasonably requested by Buyer for the purposes of obtaining the Requisite Company Vote. The Board shall (a) subject to the right of the Board to make a Company Change in Recommendation in accordance with the express terms of Section 6.04, make the Company Recommendation and include such Company Recommendation in the Company Circular, (b) use its commercially reasonable efforts to solicit the Requisite Company Vote, including by soliciting from Shareholders proxies in favor of the adoption of this Agreement and approval of the Contemplated Transactions, including at the initiative of Seller or at the request of Buyer, using proxy solicitation services firms reasonably acceptable to Buyer and Seller, (c) provide Buyer with copies of or access to information regarding the Company Shareholders Meeting that has been provided to Seller generated by Seller's registrar and transfer agent or any proxy solicitation firm retained by Seller as requested from time to time by Buyer, acting reasonably, (d) promptly advise Buyer, at such times as Buyer may reasonably request as to the aggregate tally of the proxies received by Seller in respect of the Requisite Company Vote, provided that such request may not be made more than on a weekly basis until the date that is ten (10) days prior to the Company Shareholders Meeting, and then no more than on a daily basis until the date of the Company Shareholders Meeting, (e) permit Buyer and its Representatives to attend as guests the Company Shareholders Meeting, (f) except with Buyer's consent, not waive the deadline for the submission of proxies by Shareholders for the Company Shareholders Meeting, and (g) otherwise comply with Applicable Law and the Organizational Documents of Seller related to the Company Shareholders Meeting. Seller shall deliver to Buyer evidence that the Requisite Company Vote has been obtained promptly following the conclusion of the Company Shareholders Meeting.

(b) Buyer shall provide Seller and its Representatives, as soon as reasonably practicable following Seller's request therefor, with all information regarding

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Buyer and its Affiliates as and to the extent reasonably requested by or on behalf of Seller and required by Applicable Law for inclusion in (i) the Company Circular (or any supplement to the Company Circular or any disclosure document related to the Company Circular (or supplement thereto)) or (ii) any other public disclosure document that Seller is required to make pursuant to Applicable Law, as well as all information reasonably requested by Seller to prepare any material change report if and to the extent such are required by Applicable Law and further provided that, other than in respect of the Company Circular (or any supplement to the Company Circular or any disclosure document related to the Company Circular (or supplement thereto)), if and to the extent permitted by Applicable Law.

(c) Seller shall provide Buyer and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Circular and related documents, as well as any other public disclosure document that Seller is required to make pursuant to Applicable Law prior to the Company Circular or such other public disclosure document being printed, mailed to Shareholders and/or filed with any Governmental Authority, as applicable, and act reasonably in considering and implementing any proposed amendments by Buyer (including with respect to all information relating to Buyer or any of its Affiliates included in the Company Circular and related documents, which must be in a form and content satisfactory to Buyer, acting reasonably). Seller shall provide Buyer with a final copy of the Company Circular prior to mailing it to the Shareholders. Each of Seller and Buyer covenants and agrees that it shall promptly correct or supplement any information furnished by it to be included in the Company Circular if and to the extent necessary to prevent the Company Circular or any amendments or supplements thereto from containing any untrue statement of a material fact or omission of any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

Section 6.04 Acquisition Proposals.

(a) Except as expressly permitted by this Section 6.04, from and after the date hereof until the earlier of the Closing or the date on which this Agreement is validly terminated in accordance with its terms, Seller shall not, and shall cause its Affiliates (including the Target Companies) not to, and shall cause and instruct its Representatives not to, (i) initiate, solicit or knowingly facilitate or encourage the making of any Acquisition Proposal, (ii) engage in, continue or otherwise participate in any discussions or negotiations regarding, or provide any information or data regarding Seller and its Subsidiaries to any Person (other than the Representatives of the Target Companies or as required by applicable securities laws) in connection with, any Acquisition Proposal, (iii) enter into any agreement, letter of intent, understanding, arrangement or similar agreement, or grant any waiver or release under, or otherwise amend or fail to strictly enforce, any confidentiality, non-disclosure, non-solicitation, standstill or similar agreement with respect to any Acquisition Proposal (other than any Acceptable Confidentiality Agreement) or (iv) publicly propose to do any of the foregoing. Seller shall, and shall cause its Subsidiaries to, and shall cause its and its Subsidiaries' Representatives to, (A) immediately cease and terminate any discussions and negotiations with any Persons that may be ongoing with respect to any Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal, and (B) promptly (but in any event within five (5) calendar

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days after the date hereof) request the prompt return or destruction of all non-public or confidential information, documents or material about Seller, its Affiliates, including the Target Companies, or the Business or a potential transaction involving Seller previously furnished to any Person other than Buyer, its Affiliates and its Representatives in connection with an Acquisition Proposal to the extent Seller has the right to require such return or destruction pursuant to the applicable confidentiality or similar agreement with such Person, and terminate access to all physical and electronic data rooms previously granted to any such Person or its Representatives (other than, following the date hereof, any Person with whom Seller is in negotiations or discussions with respect to an Acquisition Proposal in accordance with Section 6.04(c)). Seller further represents and warrants that neither it nor any of its Subsidiaries has waived any standstill or similar agreement or restriction in effect as of the Agreement Date to which it is a party. If Seller or its Affiliates or Representatives receives an Acquisition Proposal, then, within forty-eight (48) hours following receipt, Seller shall inform Buyer in writing of the identify of the offeror and the material terms of such Acquisition Proposal.

(b) Except as set forth in this Section 6.04, the Board shall not:

(i) withdraw, qualify, change, amend or modify, in any manner adverse to Buyer, the Company Recommendation (or publicly propose any of the foregoing) or fail to include the Company Recommendation in the Company Circular;

(ii) adopt, approve or recommend any Acquisition Proposal or propose publicly (including to any Shareholders) or otherwise to adopt, approve or recommend any Acquisition Proposal or to take such action;

(iii) (A) fail to recommend against any Acquisition Proposal or (B) fail to reaffirm (which may be by press release) the Company Recommendation, in each case, within three (3) Business Days after Buyer so requests in writing following the public announcement of an Acquisition Proposal or any amendment thereto (including any announcement to the Shareholders, but excluding for the avoidance of doubt, any disclosure of such Acquisition Proposal (or any amendment thereto) solely to members of the Board, executive officers of Seller and other key employees of Seller who need to know of, and are advised of the confidential nature of the information and have agreed to keep such information confidential, for the purposes of evaluating or negotiating such Acquisition Proposal); provided that Buyer shall only be entitled to make one such request, and Seller shall only be obligated to provide such recommendation or reaffirmation once, in each case with respect to each Acquisition Proposal (provided that any amendment thereof shall be treated as a separate Acquisition Proposal);

(iv) cause or permit Seller or any Subsidiary to enter into any acquisition agreement, merger agreement or similar agreement, a confidentiality agreement or a letter of intent or memorandum of understanding with respect thereto or any other Contract contemplating or otherwise relating to any Acquisition Proposal (other than an Acceptable

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Confidentiality Agreement) relating to an Acquisition Proposal (an "Alternative Acquisition Agreement"); or

(v) resolve, agree or announce an intention to do any of the foregoing.

Any of the actions or failures described in the foregoing clauses (i) through (v) being referred to as a "Company Adverse Change in Recommendation."

(c) Notwithstanding the provisions of Section 6.04(b), if at any time from the date hereof and prior to the time the Requisite Company Vote is obtained, Seller receives an Acquisition Proposal (such Acquisition Proposal not otherwise resulting from a breach of this Agreement and the Person making such Acquisition Proposal not having been restricted from doing so pursuant to a standstill or similar agreement or restriction) that the Board determines is, or would reasonably be expected to lead to or result in, a Superior Proposal, then Seller and its Representatives may (i) provide information and data regarding Seller or any of its Subsidiaries to such Person and its Representatives and (ii) engage in and otherwise participate in discussions and negotiations with such Person and its Representatives regarding such Acquisition Proposal; provided that (A) Seller shall not, and shall cause its Subsidiaries not to, and shall cause its Representatives and its Subsidiaries' Representatives not to, provide any such information or engage in any such discussions with such Person unless Seller shall have first entered into an Acceptable Confidentiality Agreement with such Person (on or after the date of this Agreement, a true, completed and final executed copy of which shall be fully furnished to Buyer) and (B) Seller shall provide or make available to Buyer any information regarding Seller or its Subsidiaries that is provided or made available to such Person and that was not previously provided or made available to Buyer or its Representatives promptly (and in any event within twenty-four (24) hours) after making such information available to such Person. Promptly (and in any event within twenty-four (24) hours) following Seller's receipt of any Acquisition Proposal or any written materials setting forth the material terms of any Acquisition Proposal or any written or oral inquiry, proposal or offer that could reasonably be expected to constitute or lead to an Acquisition Proposal, Seller shall notify Buyer of such receipt, including the identity of the Person making such Acquisition Proposal, inquiry, proposal or offer and provide to Buyer a complete and unredacted copy of any such Acquisition Proposal, inquiry, proposal or offer and all unredacted copies of all agreements, term sheets, proposals, letters of intent and similar documents (whether or not electronic), material correspondence or other materials received in respect thereof, and to the extent any such inquiry, proposal or offer is oral, shall provide a written summary of such oral Acquisition Proposal, inquiry, proposal or offer. Seller shall promptly (and in any event within twenty-four (24) hours) notify Buyer that it has entered into discussions or negotiations with respect to an Acquisition Proposal, inquiry, proposal or offer. In addition, Seller shall keep Buyer fully informed (but in no event later than twenty-four (24) hours of any development) of the status and terms of any proposals, offers or amendments thereto (including by providing unredacted copies of any amendments thereto and any further written agreements or correspondence or materials setting forth the material terms of any Acquisition Proposal, inquiry, proposal or offer) and the status of any discussions and negotiations regarding any Acquisition Proposal, inquiry, proposal or offer (including any financing commitments related thereto) and the material developments relating thereto, including by providing to Buyer copies of any

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additional or revised written materials, correspondence and agreements setting forth the terms of any Acquisition Proposal, inquiry, proposal or offer and a summary of any discussions and negotiations related thereto including copies of any proposed definitive agreements in respect thereof. Seller agrees that it and its Subsidiaries will not enter into any agreement (including any Acceptable Confidentiality Agreement) after the date hereof with any Person that prohibits Seller from providing any information to Buyer in accordance with this Section 6.04(c).

(d) For the avoidance of doubt, nothing contained in this Section 6.04 shall be deemed to prohibit Seller or the Board from complying with its disclosure obligations under Applicable Law; provided, however, that any such action will be subject to the terms and conditions of this Agreement, including this Section 6.04 and Section 6.14. Without limiting the generality of the foregoing, nothing contained herein shall prohibit Seller, its Subsidiaries and Representatives from making any disclosures if the Board determines in good faith after consultation with its outside legal counsel that the failure to make such disclosure would reasonably be expected to be inconsistent with the Board's fiduciary duties under applicable Canadian Law. However, it is understood that (i) except in circumstances where the Board is permitted to make a Company Change in Recommendation in accordance with the terms of this Agreement, Seller shall provide Buyer and its external legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this paragraph, and shall give reasonable consideration to comments made by Buyer and its external legal counsel, and (ii) notwithstanding that the Board may be permitted to take any such action under this paragraph, the Board shall not be permitted to make a Company Change in Recommendation other than as permitted by this Section 6.04.

(e) Notwithstanding the provisions of Section 6.04(b), at any time from the date hereof and prior to the time the Requisite Company Vote is obtained (but subject to the express terms of this Agreement), (i) Seller and the Board may make a Company Adverse Change in Recommendation (publicly or otherwise) in response to a Superior Proposal if the Board determines in good faith, after consultation with its outside legal counsel, that failure to do so would be inconsistent with its fiduciary duties under applicable Canadian Law (a "Company Change in Recommendation") and (ii) if Seller has received a Superior Proposal, Seller may terminate (and the Board may authorize, permit or cause Seller to terminate) this Agreement pursuant to Section 9.01(c)(i) in order to enter into a definitive agreement with respect to such Superior Proposal; provided that, the Board shall not make any Company Change in Recommendation or terminate this Agreement pursuant to Section 9.01(c)(i) unless:

(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing confidentiality, standstill, non-disclosure, non-solicitation or similar agreement, restriction or covenant contained in any Contract entered into with Seller or any of its Subsidiaries;

(ii) Seller is and continues to be in compliance with its obligations under this Section 6.04;

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(iii) Seller shall have provided written notice to Buyer by no later than 5:00 pm Eastern Time on the date that is five (5) Business Days prior to the taking of such action, of its intention to effect a Company Change in Recommendation or to terminate this Agreement pursuant to Section 9.01(c)(i) (it being agreed that neither the delivery of such notice by Seller nor the public announcement that the Board has delivered such notice shall constitute a Company Adverse Change in Recommendation), which notice shall specify in reasonable detail the reasons for such Company Change in Recommendation and, if the intended Company Change in Recommendation is the result of a Superior Proposal, shall specify the identity of the Person making such Superior Proposal, the material terms thereof and the other information and materials required to be provided pursuant to Section 6.04(c) (including, for the avoidance of doubt, a complete and unredacted copy of such Superior Proposal, a copy of the proposed definitive agreement for the Superior Proposal and all supporting materials, including any proposed support and voting agreements and financing documents, supplied to Seller and its Subsidiaries and any other written materials setting forth the material terms of any Acquisition Proposal related thereto provided to or exchanged by Seller and such other party related thereto);

(iv) during the five (5) Business Day period after providing such notice (which period for greater certainty shall not begin until Seller has provided Buyer with all information required to be provided under this Section 6.04(e)) and prior to effecting such Company Change in Recommendation or terminating this Agreement pursuant to Section 9.01(c)(i), Seller shall have discussed and negotiated with Buyer and its Representatives in good faith (to the extent Buyer has informed Seller of its desire to negotiate) with respect to any adjustments proposed by Buyer to the terms and conditions of this Agreement or the Contemplated Transactions as would cause the Superior Proposal to cease to constitute (as determined by the Board in good faith after consultation with its outside legal counsel and its outside financial advisor) a Superior Proposal;

(v) the Board shall have determined in good faith, after consultation with its outside legal counsel and its outside financial advisors and after considering any changes to this Agreement offered by Buyer in a written, binding offer resulting from the negotiations contemplated by Section 6.04(e)(iv), that in the case of a Superior Proposal, (x) such Superior Proposal continues to constitute a Superior Proposal after giving effect to such changes, and (y) the failure by the Board to cause Seller to make a Company Change in Recommendation or to terminate this Agreement pursuant to Section 9.01(c)(i) with respect to such Superior Proposal would be inconsistent with its fiduciary duties under Canadian law; provided that, if the intended Company Change in Recommendation is the result of such Superior Proposal or in the case of a termination of this Agreement pursuant to Section 9.01(c)(i), in the event of any revision to such Superior Proposal, Seller shall be required to deliver a new written notice to Buyer and to comply with the requirements of clauses (iii) through (iv) of this Section 6.04(e) with respect to such new written notice. Notwithstanding anything to the

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contrary in Section 6.03(a), if Seller provides a notice of a Superior Proposal to Buyer on a date that is less than ten (10) Business Days before the Company Shareholder Meeting, Buyer shall be entitled to require Seller to either proceed with or postpone or adjourn the Company Shareholder Meeting (with the choice between the two options being Buyer's sole discretion) to a date that is not more than ten (10) Business Days after the scheduled date of the Company Shareholder Meeting, but in any event the Company Shareholder Meeting shall not be adjourned or postponed to a date which could reasonably be expected to prevent the Closing from occurring on or prior to the Outside Date; and

(vi) prior to or concurrently with entering into such definitive agreement and making a Company Change in Recommendation with respect to such Superior Proposal, Seller terminates this Agreement pursuant to Section 9.01(c)(i) and pays the Company Termination Fee and any Collection Costs pursuant to Section 9.03(b).

(f) At the written request of Buyer, the Board shall promptly reaffirm the Company Recommendation by press release after any Acquisition Proposal which the Board has determined not to be a Superior Proposal is publicly announced or publicly disclosed or the Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 6.04(e)(iv) would result in an Acquisition Proposal no longer constituting a Superior Proposal. Seller shall provide Buyer and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as required by Buyer and its outside legal counsel.

(g) Any violation of the restrictions set forth in this Section 6.04 by Seller, its Subsidiaries or their respective Representatives shall be deemed to be a breach of this Section 6.04 by Seller, and Seller shall be responsible for such breach.

Section 6.05 Conduct of Business.

(a) Interim Operations. Except (w) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), (x) as otherwise required by Applicable Law, (y) as expressly required by the Pre-Closing Reorganization or the Transaction Documents, or (z) for the matters set forth on Schedule 6.05 of the Seller Disclosure Schedules, from the Agreement Date until the Closing, (1) Seller shall, and shall cause the Target Companies and Seller's other Subsidiaries (as applicable) to, use commercially reasonable efforts to operate the Business and manage the Business's cash, net working capital and capital expenditures in all material respects in accordance with the ordinary course of business and use commercially reasonable efforts to preserve intact its business organization and goodwill with its business relations (including relationships and services with customers, distributors, suppliers and officers and other key employees), and (2) in each case, in respect of the Business, Seller shall not, and shall cause the Target Companies and Seller's other Subsidiaries (as applicable) not to:

(i) (A) amend, waive or modify the Organizational Documents of any Target Company or Seller in a manner that would adversely affect the

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Target Companies or the consummation of the Contemplated Transactions, (B) split, combine or reclassify the outstanding Equity Interests of any Target Company, (C) form a new Subsidiary or (D) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;

(ii) (A) authorize, issue, redeem or repurchase any Equity Interests of any of the Target Companies, or grant any options, warrants, calls or other rights to purchase or otherwise acquire any Equity Interests of any of the Target Companies, or (B) sell, transfer, dispose of or subject to any Lien (other than Permitted Liens or any Liens that will be and are released prior to the Closing) any Equity Interests of any of the Target Companies or grant any put or other right of a third party to acquire any Equity Interests of any of the Target Companies;

(iii) make, declare or set aside any dividends or other distributions on any Equity Interests of any of the Target Companies, except to the extent permitted by Section 6.05(b);

(iv) except for (A) the disposal of obsolete inventory, and (B) the sale or disposal of inventory or other assets in the ordinary course of business, sell, assign, license, transfer, lease, sublease or otherwise dispose of or subject to Liens (other than Permitted Liens), any tangible properties (or any portion thereof) or tangible assets of the Business or the Target Companies having an aggregate value in excess of $500,000;

(v) (A) agree to settle, waive or otherwise compromise any Proceeding relating to the Business, other than a settlement or compromise that (1) is paid in full prior to the Closing and (2) does not impose any continuing non-monetary obligations on the Business that would be binding on the Buyer Companies after Closing (other than customary confidentiality obligations and covenants not to sue) or (B) commence any material Proceeding;

(vi) make any change in any method of financial accounting or financial accounting practice or policy applicable to the Target Companies, other than such changes as are required by IFRS or Applicable Law;

(vii) except in the ordinary course of business, enter into, adopt, terminate, renew, amend or modify in any material respect (including by accelerating or waiving material rights or benefits under) any Material Contract (including Contracts that would be Material Contracts if in effect as of the date hereof), in each case, other than expirations and renewals in accordance with their terms and ministerial changes in the ordinary course of business or pursuant to Section 6.09;

(viii) except as may be required by Applicable Law or under any Contract or Employee Plan disclosed on Schedule 4.19(a) of the Seller Disclosure Schedules, or any Collective Bargaining Agreement, (A) grant any increase in, or accelerate the funding, payment or vesting of, any compensation or benefits provided to any Company Employee or any other current or former employee or individual service provider of the

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Target Companies who has an annual base compensation or annual fees payment equal to or greater than $[redacted], (B) except in connection with any action that applies uniformly to Company Employees and other similarly situated employees of Seller or its Affiliates, adopt, establish, enter into, materially amend, modify or terminate any Employee Plan, or adopt, establish, enter into, amend, modify or terminate any benefit or compensation plan, program, policy, agreement or arrangement that would be an Employee Plan if it were in existence as of the Agreement Date, (C) grant or announce any cash, termination, severance or equity or equity-based incentive awards, or other compensation and benefits payable to any Company Employee or any other current or former employee or individual service provider of the Target Companies or the Business (or any of their respective dependents or beneficiaries), (D) hire, promote or engage, or otherwise enter into any employment or consulting Contract with any Company Employee or any other current or former employee or individual service provider of the Target Companies or the Business whose annual base compensation or annual fees payment equals or exceeds $[redacted], or (E) terminate any Company Employee or any other current or former employee or individual service provider of the Target Companies or Business, other than for cause (as defined by applicable law or in any applicable employment Contract), whose annual base compensation or annual fees payment equals or exceeds $[redacted];

(ix) (A) with respect to Seller or its Affiliates, transfer the sponsorship of, or any liabilities relating to, any Seller Employee Plan to a Target Company or (B) with respect to the Target Companies, accept the transfer of sponsorship of, or any liabilities relating to, any Seller Employee Plan from Seller or any of its Affiliates;

(x) take any action that would constitute a "mass layoff" or "plant closing" within the meaning of the WARN Act or implement or announce any employee layoffs, furloughs, reductions in force or similar actions that would trigger notice requirements or liability under WARN Act;

(xi) except required by Applicable Law or any existing Collective Bargaining Agreement, negotiate, enter into, amend, modify, extend or terminate any Collective Bargaining Agreement or recognize or certify any Union as the bargaining representative for any Company Employees;

(xii) (A) transfer or reassign the duties of (x) a Company Employee such that he or she is no longer a Company Employee or (y) any other employee of Seller or its Affiliates such that he or she would become a Company Employee; or (B) transfer the employment of (x) any Company Employee out of a Target Company or (y) any employee of Seller or its Affiliates into a Target Company;

(xiii) waive or release any noncompetition, nonsolicitation, nondisclosure or other restrictive covenant obligation of any current or former Company Employee or any other current or former employee or non-employee

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individual service provider of a Target Company or the Business, to the extent such waiver or release would adversely affect the Business;

(xiv) other than in the ordinary course of business, acquire any interest (fee, lease or otherwise) in material real property (or enter into any agreement to do any of the foregoing) other than Permitted Liens;

(xv) (A) amend, modify, extend, renew or terminate any Real Property Lease, (B) enter into any new lease, sublease, license or other agreement for the use or occupancy of any real property or (C) sell, transfer or otherwise dispose of any Real Property;

(xvi) enter into any new line of business or discontinue any line of business or any material business operations;

(xvii) (i) make, change or rescind any material Tax election, information schedule, return or designation, (ii) settle or compromise any material Tax claim, assessment, reassessment, liability, Proceeding or controversy, (iii) file any materially amended Tax Return, (iv) initiate a voluntary disclosure with respect to Taxes, (v) enter into any material agreement with a Governmental Authority with respect to Taxes, (vi) enter into or change any material Tax sharing, Tax advance pricing, Tax allocation or Tax indemnification agreement that is binding on the Target Companies, (vii) surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, (viii) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment (excluding obtaining any automatic extensions of time to file a Tax Return obtained in the ordinary course of business), (ix) make a request for a material Tax ruling to any Governmental Authority, (x) fail to pay any Tax as it becomes due and payable, or (xi) materially amend or change any of its methods for reporting income, deductions or accounting for income Tax purposes;

(xviii) (A) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any indebtedness for borrowed money except such indebtedness for borrowed money that will be repaid (or from which the Target Companies will be released) at Closing, (B) modify, in any material respect, the terms of any material Indebtedness of the Target Companies, except for any such Indebtedness of the Target Companies that will be repaid (or from which the Target Companies will be released) at Closing, (C) cancel or compromise any material liability owed to, or material claim of, the Target Companies, except in the ordinary course of business or (D) make any loans, advances or capital contributions, other than loans, advances or capital contributions (x) to any of the Target Companies or (y) to any employee in connection with travel, entertainment or related business expenses or other customary out-of-pocket expenses in the ordinary course of business;

(xix) sell, lease, license, abandon or permit to lapse any material Owned Intellectual Property, other than non-exclusive rights and licenses of

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Intellectual Property granted in the ordinary course of business to customers or service providers;

(xx) terminate, cancel, materially modify, not renew or let expire or lapse any of the Insurance Policies, unless substantially concurrently with such termination or cancellation, a replacement policy providing coverage at least equal to the coverage under the terminated or canceled Insurance Policy is in full force and effect;

(xxi) enter into any Contract or transaction with any Related Party, other than compensation or employee benefits payable to Company Employees in the ordinary course of business;

(xxii) (A) delay or accelerate the payment of any accounts payable, accrued liabilities or other liabilities or delay or accelerate the collection of accountants receivable or other current assets or (B) engage in any promotional sales or discounts or other activity with customers that has or reasonably would be expected to have the effect of accelerating to pre-Closing periods sales that would otherwise be expected to occur in post-Closing periods;

(xxiii) (A) commit to make any material capital expenditures following the Closing or fail to make, or delay making, any capital expenditures set forth in the capital expenditure budget made available to Buyer or (B) delay or postpone any repair and maintenance with respect to assets or properties;

(xxiv) acquire (however structured) any Equity Interests or any material portion of the assets of any business;

(xxv) except in accordance with the express terms of Section 6.04(d), disclose any Company Proprietary Information to any Person, other than in the ordinary course of business pursuant to a written confidentiality agreement; or

(xxvi) enter into any Contract or arrangement to do any action otherwise prohibited under this Section 6.05.

(b) Use of Cash. Notwithstanding Section 6.05(a) or anything in this Agreement to the contrary, Buyer acknowledges and agrees that until the Calculation Time, the Target Companies may distribute to the ultimate benefit of Seller all Cash of each Target Company as of such time, other than Restricted Cash, provided, that, without the prior written consent of Buyer, the Target Companies shall not declare or make any distribution of Cash if such distribution would result in the aggregate Cash of the Target Companies to fall below $10,000.

Section 6.06 Financing.

(a) From the Agreement Date until the earlier of the date of the termination of this Agreement and the Closing Date, Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or reasonably advisable to arrange and obtain the Debt Financing and the Preferred Equity Financing on the terms and subject to the

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conditions described in the Debt Commitment Letter and the Preferred Equity Commitment Letter, including, and subject to Section 6.06(c), (i) maintaining in effect the Debt Commitment Letter and the Preferred Equity Commitment Letter (provided that such Commitment Letters may be amended, supplemented, modified and replaced as permitted herein), (ii) negotiating and entering into definitive financing agreements with respect to the Debt Financing and the Preferred Equity Financing on the terms (including the conditions precedent) no less favorable to Buyer than those set forth in the Debt Commitment Letter and the Preferred Equity Commitment Letter so that such agreements are in effect at the Closing (including, as necessary, the "flex" provisions related thereto as in effect on the date thereof) (such definitive financing agreements entered into in respect of the Debt Financing, the "Debt Financing Agreements", and in respect of the Preferred Equity Financing, the "Preferred Equity Financing Agreements"), (iii) satisfying, or obtaining a waiver of, all conditions applicable to such Debt Financing and Preferred Equity Financing that are applicable to, and within the control of, Buyer at or before Closing on the terms and conditions described in the Debt Commitment Letter and the Preferred Equity Commitment Letter, including the payment of any commitment or other fees and amounts required by the Commitment Letters or the Fee Letters as a condition to the Financing, and (iv) enforcing its rights under the Debt Commitment Letter and the Preferred Equity Commitment Letter in the event that all conditions therein have been satisfied (other than those conditions that by their nature are to be satisfied by deliveries made at the Closing, each of which shall be capable of being satisfied on the anticipated Closing Date) to cause the Debt Financing Parties to fund the Debt Financing on the Closing Date in accordance with the terms of the Debt Commitment Letter and the Preferred Equity Financing Source to fund the Preferred Equity Financing on the Closing Date in accordance with the terms of the Preferred Equity Commitment Letter.

(b) Without limiting the generality of Section 6.06(a), Buyer will, as promptly as practicable after obtaining knowledge thereof, provide written notice to Seller (i) of any material breach or default by any party to any Commitment Letter that would reasonably be expected to prevent or materially delay the Closing, (ii) of receipt by Buyer of any written notice or communication from Parent, the Preferred Equity Financing Source or any Debt Financing Party with respect to any actual or threatened in writing termination or likely failure to comply with funding obligations of the Financing, and (iii) of any amendment, waiver, supplement, replacement or other modification of or to any Commitment Letter (together with a copy of such amendment, waiver, supplement, replacement or modification). Notwithstanding anything to the contrary, Buyer shall not be required to disclose any information that may jeopardize the attorney-client or other applicable legal privilege or protection of any party or contravene any Applicable Laws, contracts or obligation of confidentiality. If funds in the amounts set forth in the Debt Commitment Letter or the Preferred Equity Commitment Letter, or any portion thereof, become unavailable, or if Buyer reasonably determines that such funds may become unavailable to it on the terms and conditions set forth therein, and the remaining amount would be less than an amount that would be required to fund the Required Funding Amount (taking into account cash on hand and other then available sources of cash (including the Equity Financing)), Buyer will, promptly following the occurrence of such event, notify Seller and use commercially reasonable efforts to arrange and obtain, as promptly as practicable, alternative financing and incur alternative financing, which shall be provided by the Debt Financing Parties or the Preferred Equity

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Financing Source, as applicable, or by alternative sources in an amount that, together with the then available portion of the Financing and other available sources, would enable Buyer to consummate the Contemplated Transactions that are required to occur at Closing in accordance with its terms ("Alternative Financing"), and such Alternative Financing shall not impose new or additional conditions precedent or otherwise adversely expand, amend or modify conditions precedent to funding in a manner, when considered with other conditions taken as a whole, that would reasonably be expected to prevent or materially impede or materially delay the consummation of the Contemplated Transactions. The provisions of this Section 6.06 and Section 10.14 shall be applicable to the Alternative Financing, and, for the purposes of Section 5.07, this Section 6.06, Section 6.08 and the Lender Protective Provisions, all references to the Debt Financing and the Preferred Equity Financing, as applicable, shall be deemed to include such Alternative Financing, all references to the Debt Commitment Letter, the Debt Financing and the Debt Financing Agreements, the Preferred Equity Commitment Letter, the Preferred Equity Financing and the Preferred Equity Financing Agreements, as applicable, shall include the applicable documents for the Alternative Financing and all references to the Debt Financing Parties and the Preferred Equity Financing Source, as applicable, shall include the persons providing or arranging the Alternative Financing. Buyer shall deliver to Seller true, correct and complete copies of all Contracts or other arrangements pursuant to which any financing source shall have committed to provide any portion of the Alternative Financing (provided that any such Contracts or arrangements in connection therewith may be redacted in a manner consistent with the redactions permitted with respect to the Debt Commitment Letter and Debt Fee Letter on the date thereof). Buyer shall, subject to Section 6.06(c), not permit, without the prior written consent of Seller (which shall not be unreasonably withheld, delayed, denied or conditioned), any amendment or modification to be made to, the Debt Commitment Letter or the Preferred Equity Commitment Letter if such amendment or modification would (1) reduce the aggregate amount of the Debt Financing or the Preferred Equity Financing (including by increasing the amount of fees to be paid or original issue discount), to an amount that would be less than an amount that would be required to fund the Required Funding Amount (taking into account cash on hand and other then available sources of cash (including the Equity Financing)), or (2) impose new or additional, or otherwise materially adversely expand any, conditions precedent to the funding of the Debt Financing, the Preferred Equity Financing or otherwise that, in each case, would reasonably be expected to prevent or materially impede or materially delay the funding of the Debt Financing or the Preferred Equity Financing (or the satisfaction of the conditions precedent to the Debt Financing or the Preferred Equity Financing) on the Closing Date, or materially adversely impact the ability of Buyer to enforce its rights against the Debt Financing Parties, the Preferred Equity Financing Source or any other parties to the Debt Commitment Letters or the Preferred Equity Commitment Letter (any such amendment or modification referred to in clauses (1) through (2), a "Prohibited Financing Amendment"); provided, in each case of clauses (1) through (2) that no consent of Seller shall be required (w) to add lenders, purchasers, investors lead arrangers, bookrunners or similar entities that have not executed a Debt Commitment Letter or a Preferred Equity Commitment Letter as of the date of this Agreement and to assign or reassign or reallocate commitments or roles to such additional lenders, purchasers, investors, lead arrangers, bookrunners or similar entities in accordance with the terms of such Debt Commitment Letter or Preferred Equity Commitment Letter

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and to grant customary rights in connection therewith, (x) for any replacement of the Debt Financing or Preferred Equity Financing contemplated by this Agreement or (y) to correct any errors or any technical or ministerial changes. Buyer shall promptly deliver to Seller true, complete and correct copies of any Prohibited Financing Amendment (provided that any such Prohibited Financing Amendment may be redacted in a manner consistent with the redactions permitted with respect to the Debt Commitment Letters, Fee Letters and the Preferred Equity Commitment Letter on the date thereof).

(c) Notwithstanding anything to the contrary contained in this Agreement, nothing will require, and in no event will anything herein be deemed or construed to require Buyer to (i) commence, pursue or maintain any Proceeding against any Debt Financing Party or the Preferred Equity Financing Source with respect to any Financing to enforce its rights pursuant to the applicable Commitment Letter, (ii) seek the financing from any source other than a counterparty to, or in any amount in excess of that contemplated by, the Debt Commitment Letter or the Preferred Equity Commitment Letter; (iii) agree to any terms of any economics worse than, or pay any fees in excess of, those contemplated by the Debt Commitment Letter or the Preferred Equity Commitment Letter (or Fee Letters, as applicable) as of the date hereof (whether to secure waiver of conditions contained therein or otherwise) or (iv) initiate, prosecute or maintain any claim, action, suit, demand, grievance, arbitration or similar proceeding against any Debt Financing Party, the Preferred Equity Financing Source or any other Person.

Section 6.07 Cooperation with Financing.

Subject to the terms and conditions of this Agreement, prior to the Closing, Seller shall use commercially reasonable efforts, at Buyer's sole expense (other than in respect of customary audit and other historical financial statements prepared in the ordinary course of business or otherwise in connection with the Contemplated Transactions), to provide, and to cause its Subsidiaries and their respective accountants, counsel, consultants and other Representatives to provide, all cooperation that is necessary, proper or customary in connection with the arrangement, marketing, obtainment and consummation of the Financing as may be reasonably requested in writing by Buyer. Such assistance shall include using commercially reasonable efforts to:

(a) as promptly as reasonably practicable, furnish, or cause to be furnished, to Buyer the Required Information and other information customarily required in connection with financings of a type similar to the Financing (including such information reasonably necessary to permit the preparation of customary confidential information memoranda, lender presentations and similar marketing materials) and, provide Buyer with customary authorization letters executed by a senior officer of the Target Companies or Seller authorizing the distribution of information to prospective lenders or investors and containing customary representations with respect to the information of the Company, including in connection with (x) satisfying the requirements of any Commitment Letter and (y) allow Buyer, its advisors and the Financing Parties to prepare pro forma financial statements giving effect to the Contemplated Transactions; provided that Seller shall be required to deliver only the information required by this clause (a) that may reasonably be obtained from its books and records without undue effort or expense, and Seller and its Subsidiaries shall have no obligation to prepare such pro forma financial statements or to provide, without limitation, (i) any information related to Buyer or any of its pre-Closing Affiliates (other than

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the Target Companies), (ii) the pro forma capitalization of Seller and its Subsidiaries after giving effect to the Closing and the refinancing or repayment of any Indebtedness in connection therewith, (iii) any adjustments, assumptions, estimates or projections, or other information in connection with the potential Closing Purchase Price accounting treatment, or (iv) any assumptions with respect to equity or indebtedness outstanding subsequent to (including as a result of) the Debt Financing (it being understood that all non-public or otherwise confidential information regarding Seller and its Subsidiaries obtained by Buyer and its representatives pursuant to this Section 6.07(a) shall be kept confidential in accordance with Section 6.10; provided, that Buyer and its representatives may provide such information to the Debt Financing Parties, the Preferred Equity Financing Source and prospective lenders during marketing of the Financing (including any Alternative Financing), subject to customary confidentiality arrangements with such Persons regarding such information);

(b) reasonably cooperate with the marketing and due diligence efforts of Buyer and the Financing Parties, including reasonably assisting in the preparation of customary materials for confidential information memoranda, lender and investor presentations, rating agency presentations and similar documents or materials to the extent reasonably requested by Buyer in writing for any portion of the Financing;

(c) at Buyer's expense, reasonably assist in the preparation, negotiation and execution and delivery (solely by directors and officers of Seller and its Subsidiaries who will continue in such roles (or similarly situated roles) following the Closing), as applicable, of definitive written financing documentation evidencing such Financing and the schedules and exhibits thereto (including loan agreements, guarantees, collateral agreements, hedging arrangements, pledge and security agreements, customary officer's certificates and corporate resolutions and other customary definitive documentation (including a customary solvency certificate (in the form of the solvency certificate attached as Annex I to Exhibit C of the Debt Commitment Letter and that as attached as Annex I to Exhibit C of the Preferred Equity Commitment Letter) (or the analogous provision in any amendment, modification, supplement, restatement or replacement thereof permitted or required hereunder)), as applicable) as may reasonably be requested by Buyer in writing, in each case, subject to the occurrence of the Closing;

(d) facilitate the pledging, granting of security interests (and perfection thereof) in, and otherwise granting of liens on, the property and assets of the Target Companies, including delivery of possessory collateral (such as certificated equity and promissory notes) and any other equity interests, instruments, or collateral in the possession or control of the Target Companies, to the Debt Financing Parties, in each case, to the extent required by the Debt Financing Agreements and subject to the occurrence of, the Closing;

(e) to the extent requested by Buyer, provide, at least three (3) Business Days prior to the Closing Date, all documentation and other information relating to the Target Companies (including information as to the ownership of the Target Companies) as is required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations including the USA Patriot Act of 2001 and Beneficial Ownership Certificates, to the extent requested at least nine (9) Business Days prior to the Closing Date; and

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(f) assist Buyer in taking steps as reasonably requested by Buyer in writing in order to coordinate the release on the Closing Date of all Liens (other than Permitted Liens) over the equity interests and assets of the Target Companies, to the extent required by the Debt Financing Agreements and subject to the occurrence of the Closing (including cooperation in connection with the pay-off of Closing Repayment Debt to the extent contemplated by this Agreement and the release of related encumbrances and termination of security interest);

provided that, in the case of each of clauses (a) through (f) above, (i) prior to the Closing, none of Seller, any of its Subsidiaries or any of their respective Representatives shall be required to pay (or agree to pay) any commitment or other fee, pay any expense or reimbursement, provide any indemnities or incur any liability or obligation or enter into any agreement in connection with the Financing that is not conditioned (other than authorization letters) upon the consummation of the Closing or reimbursement by Buyer, (ii) Seller and its Subsidiaries and their respective directors, managers, officers and employees shall not be required to take any action that would unreasonably interfere with the operation of the business of Seller and its Subsidiaries, that would expose Seller or any of its Subsidiaries (other than the Target Companies after the Closing) to actual or potential liability to the Debt Financing Parties, the Preferred Equity Financing Source or any title insurance company, or that would expose any such director, manager, officer or employee to actual or potential personal liability (other than customary authorization letters and other than arising under applicable Law in connection with resolutions or consents by directors or officers which are subject to the occurrence of the Closing and approved solely by directors or officers continuing in their positions following the Closing), (iii) Seller and its Subsidiaries shall not be required to authorize, approve, execute or deliver any documents or instruments in connection with the Financing (other than the preparation of historical financial statements prepared in the ordinary course of business and the execution and delivery of customary authorization letters and the Pay-Off Letters), except for the execution and delivery of such documents and instruments that is conditioned upon, and not effective until, the consummation of the Closing (and which execution and delivery shall be undertaken, authorized and approved exclusively by the post-Closing directors, officers, managers or members of Seller or its applicable Subsidiary), (iv) Seller and its Subsidiaries shall not be required to disclose any information that (A) constitutes non-financial trade secrets or non-financial proprietary information, (B) in respect of which disclosure is prohibited by Applicable Law or material Contract or would expose any director, manager, officer or employee of Seller or any of its Subsidiaries to any actual or potential personal liability (other than arising under Applicable Law in connection with resolutions or consents by directors or officers which are subject to the occurrence of the Closing and approved solely by directors or officers continuing in their positions following the Closing), (C) that is subject to attorney client or similar privilege or constitutes attorney work product or (D) the disclosure of which is restricted by any binding material agreement of which Seller or any Subsidiary is a party to and which is not entered into in contemplation of qualifying for the exclusion in this clause (iv) or would cause the incurrence of any cost or expense not subject to reimbursement by Buyer pursuant to the immediately succeeding paragraph, (v) Seller and its Subsidiaries shall not be required to deliver or cause the delivery of any legal opinions or accountants' cold comfort letters or reliance letters in connection with the Financing and (vi) Seller and its Subsidiaries shall not be required to take any action that would reasonably be expected to result in any violation of any Applicable Law, the Organizational Documents of Seller or any of its Subsidiaries, or any material Contract to which Seller or its Subsidiaries is a party or by which any of their respective properties or assets are bound.

Buyer shall promptly, upon request by Seller, reimburse Seller and its Subsidiaries for all reasonable and documented out-of-pocket costs and expenses incurred by them in connection with the cooperation of Seller and its Subsidiaries contemplated by this Section 6.07 (and in no event shall any such amounts be deemed to be a current liability for purposes of determining Net Working Capital, notwithstanding anything herein to the contrary); provided that Seller and its Subsidiaries (and not Buyer) shall be responsible for (w) costs incurred in connection with any Pay-Off Letters required

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pursuant to Section 6.07(f) or the preparation of audited or historical financial statements that are or would be prepared in the ordinary course of business irrespective of this Agreement and excluding all ordinary course internal costs and expenses of Seller and its Subsidiaries, including any compensation payable to employees thereof, (x) ordinary course amounts payable to existing officers, directors, employees, partners, members, managers, agents, attorneys and other representatives of Seller or any of its Subsidiaries with respect to services provided prior to the Closing Date and (y) any amounts that would have been incurred in connection with the Contemplated Transactions regardless of the Financing; provided, that no amounts shall be due or payable prior to the earlier of the Closing or termination of this Agreement in accordance with Article IX. Buyer shall indemnify, defend and hold harmless Seller and its Subsidiaries against any and all costs, losses or damages directly or indirectly suffered or incurred by Seller and its Subsidiaries in connection with the Financing, including any information or cooperation provided in connection therewith, in each case, except in the event that such costs, losses or damages arose out of or as a result from the bad faith, fraud, material breach of this Agreement, willful misconduct or gross negligence by Seller, its Subsidiaries or any of its Affiliates, or any material inaccuracy with respect to any financial information delivered by (or on behalf of) Seller, its Subsidiaries or any of its Affiliates, directors, officers, managers, members, employees, stockholders, representatives or advisors. Seller and its Subsidiaries hereby consent to the use of Seller's and its Subsidiaries' logos in connection with the Financing, but only to the extent that such use is reasonably necessary in connection therewith and such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller or any of its Subsidiaries or the reputation or goodwill of Seller or any of its Subsidiaries; provided that Buyer shall provide Seller with a reasonable opportunity to review any documents, communications or other materials in connection with which such logo is used, and consider in good faith the reasonable comments of Seller prior to the distribution, disclosure or use thereof. Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the condition set forth in Section 7.02(a), as it applies to Seller's obligations under this Section 6.07, shall be deemed satisfied unless (i) there has been a breach of Seller's obligations under this Section 6.07 and (ii) the Debt Financing or the Preferred Equity Financing has not been consummated and such breach is a proximate cause of Buyer's failure to consummate the Debt Financing or the Preferred Equity Financing.

Section 6.08 Access to Information.

(a) Subject to the provisions of this Section 6.08 and the requirements of Applicable Law, during the period from the Agreement Date until the Closing, Seller shall, and shall cause its Subsidiaries (including the Target Companies) to: (i) grant Buyer and its Representatives (at Buyer's sole out-of-pocket cost and expense) reasonable access, during normal business hours and upon reasonable prior notice, to the employees, offices, properties, facilities, books and records of the Business and, to the extent relating to the Business, the Target Companies, as Buyer and its Representatives may from time to time reasonably request, and (ii) furnish to Buyer and its Representatives such financial, technical and operating data and other information concerning the Business and, to the extent relating to the Business, the Target Companies as Buyer and its Representatives may from time to time reasonably request, in each case solely for purposes of consummating the Contemplated Transactions and preparing to operate the Business following the Closing.

(b) Provided that Seller shall use its commercially reasonable efforts to make appropriate substitute arrangements and provide such access or information in a manner that would not violate the following clauses (i) through (v), notwithstanding anything in Section 6.08(a) to the contrary, prior to the Closing:

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(i) nothing herein shall require Seller or the Target Companies to furnish to Buyer and its Representatives or provide Buyer and its Representatives access to information (A) that is subject to an attorney/client or an attorney work-product privilege, (B) that conflicts with any confidentiality obligations to which Seller or any Target Company is bound, or (C) that legal counsel for Seller reasonably concludes may give rise to Antitrust Law issues or violate a protective Order or otherwise may not be disclosed pursuant to Applicable Law;

(ii) neither Buyer nor any of its Representatives shall have access to personnel records of Seller or the Target Companies relating to individual performance or evaluation records, medical histories or records, or other information the disclosure of which would be in violation of any Applicable Law or would subject Seller or its Affiliates (including the Target Companies) to risk of liability (it being understood that Company Employee personnel files will be made available only after the Closing Date);

(iii) the investigation contemplated by Section 6.08(a) shall not unreasonably interfere with any of the businesses, personnel or operations of the Target Companies or the Business;

(iv) the auditors and accountants of Seller and the Target Companies shall not be obligated to make any work papers available to any Person except in accordance with such auditors' and accountants' normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; provided that Buyer shall have no right to access or receive any Tax information that relates to any of Seller's consolidated, combined or unitary Tax Returns, including workpapers, supporting documents, and other information or data with respect thereto; and

(v) Buyer shall not conduct, or permit its Affiliates or Representatives to conduct any intrusive or subsurface environmental sampling, testing or investigation at any property affiliated with Seller, the Target Companies, or the Business, including any sampling, testing or other indoor or outdoor investigation of air, surface water, groundwater, soil, building materials or anything else at or in connection with any property (collectively "Invasive Sampling"), without the prior written consent of Seller, which consent Seller may not unreasonably withhold, condition or delay if, for a specific Real Property, in the reasonable professional opinion of a reputable national environmental consulting firm engaged by Buyer, such Invasive Sampling is warranted based on the findings of a Phase I Environmental Site Assessment conducted pursuant to ASTM E1527-21. Any such Invasive Sampling shall be conducted at Buyer's sole cost, in such a manner to minimize any disruption of the Business, subject to Buyer's obligation to repair all Damages caused by same, and the results shall be kept confidential in accordance with Section 6.10.

(c) If so reasonably requested by Seller, one or more of the Buyer Companies must enter into a customary joint defense agreement or common interest agreement

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with one or more of Seller and the Target Companies as a condition to receiving any information provided to Buyer, or to which Buyer gains access, pursuant to this Section 6.08 or otherwise.

Section 6.09 Related Party Agreements.

Notwithstanding Section 6.05, except for the Transaction Documents or for the accounts and Contracts listed on Schedule 6.09 of the Seller Disclosure Schedules, Seller shall settle, terminate or cancel, or shall cause to be settled, terminated or cancelled, prior to the Closing but effective as of no later than 11:59 P.M. Eastern Time on the day immediately prior to the Closing Date, any and all accounts, Contracts, liabilities and other obligations between or among Seller or any of its Affiliates (other than the Target Companies), on the one hand, and any or all of the Target Companies, on the other hand.

Section 6.10 Confidentiality.

(a) Each Party acknowledges and agrees that the Confidentiality and Clean Team Agreements remain in full force and effect until they are terminated automatically upon consummation of the Closing. Buyer agrees that all information provided or otherwise made available to Buyer or any of its Representatives prior to the Closing Date under this Agreement (including pursuant to Section 6.08 or Section 6.11) or in connection with the Contemplated Transactions shall be governed by the provisions of, and treated as if provided or otherwise made available under, the Confidentiality and Clean Team Agreements. Nothing in this Section 6.10(a), however, shall limit or otherwise restrict the applicability of any other confidentiality or similar provisions included in any of the Transaction Documents or any other agreement between the Parties. If there is any conflict between the Confidentiality and Clean Team Agreements and this Agreement, the terms of this Agreement shall govern. The Parties hereby acknowledge and agree that, in the event this Agreement is terminated in accordance with its terms, the term of the Confidentiality and Clean Team Agreements shall be deemed to have been, and hereby is, amended and extended to expire on the date that is two (2) years following the termination of this Agreement.

(b) Seller shall, and shall cause its Affiliates to, (i) treat and hold as confidential all Company Proprietary Information, (ii) use good faith, commercially reasonable efforts to return all Company Proprietary Information (other than Shared Business Information) to Buyer or destroy all Company Proprietary Information (other than Shared Business Information) upon the request of Buyer, and (iii) not disclose any Company Proprietary Information to any Person other than their respective Representatives without the prior written consent of Buyer, in each case for so long as such Company Proprietary Information constitutes confidential or proprietary information of Buyer or any of its Affiliates. In the event Seller or any of its Affiliates is requested or required (by oral or written request for information or documents in any Proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any Company Proprietary Information, Seller shall, to the extent legally permitted, notify Buyer promptly of the request or requirement so that Buyer, at its expense, may seek an appropriate protective Order or waive compliance with this Section 6.10(b). If, in the absence of a protective Order or receipt of a waiver hereunder, Seller is, on the advice of counsel, required to disclose such Company Proprietary Information, Seller may disclose such Company Proprietary Information to the minimum extent required; provided that Seller shall

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use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Company Proprietary Information. Notwithstanding the foregoing, the provisions of this Section 6.10(b) shall not prohibit the disclosure of Company Proprietary Information by Seller to the extent reasonably required (i) to financial or tax advisors to prepare or complete any required Tax Returns or financial statements, (ii) to Governmental Authorities or any adjudicating body in connection with audits or other Proceedings by or on behalf of a Governmental Authority, (iii) in connection with any insurance or benefits claims, (iv) to their Representatives to provide services to the Buyer Companies in accordance with the terms and conditions of any of the Transaction Documents, or (v) to Governmental Authorities or any adjudicating body in connection with asserting any rights or remedies or performing any obligations under any of the Transaction Documents. The provisions of this Section 6.10(b) shall not apply to information that (A) is or becomes publicly available other than as a result of a disclosure by Seller or its Affiliates or Representatives in violation of this Agreement, (B) is or becomes available to Seller or its Affiliates or Representatives on a non-confidential basis from a source that, to Seller's knowledge after reasonable investigation, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (C) is hereafter independently developed by Seller or its Affiliates without reference to or use of, in whole or in part, any of the Company Proprietary Information.

(c) Seller shall retain the rights to, and ownership of, all Shared Business Information. Effective as of the Closing, Seller hereby grants, on behalf of Seller and its Affiliates, to Buyer and its Affiliates, on a perpetual, irrevocable and nonexclusive basis, the right to possess and retain nonexclusive copies of all Shared Business Information as it exists as of the Closing Date and to use such Shared Business Information in connection with the Business, in all cases in a manner that protects and preserves the confidentiality of such Shared Business Information.

(d) Buyer shall, and shall cause its Affiliates (including, after the Closing, the Target Companies) to, (i) treat and hold as confidential all Seller Proprietary Information, (ii) use good faith, commercially reasonable efforts to return all Seller Proprietary Information (other than Shared Business Information) to Seller or destroy all Seller Proprietary Information (other than Shared Business Information) upon the request of Seller, and (iii) not disclose any Seller Proprietary Information to any Person other than their respective Representatives without the prior written consent of Seller, in each case for so long as such Seller Proprietary Information constitutes confidential or proprietary information of Seller or any of its Affiliates. In the event Buyer or any of its Affiliates are requested or required (by oral or written request for information or documents in any Proceeding, interrogatory, subpoena, civil investigative demand or similar process or by Applicable Law) to disclose any Seller Proprietary Information, Buyer shall, to the extent legally permitted, notify Seller promptly of the request or requirement so that Seller, at its expense, may seek an appropriate protective Order or waive compliance with this Section 6.10(d). If, in the absence of a protective Order or receipt of a waiver hereunder, Buyer or any of its Affiliates are, on the advice of counsel, required to disclose such Seller Proprietary Information, Buyer or its applicable Affiliate, as the case may be, may so disclose such Seller Proprietary Information to the minimum extent required; provided that Buyer or its applicable Affiliate, as the case may be, shall

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use commercially reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such Seller Proprietary Information. Notwithstanding the foregoing, the provisions of this Section 6.10(d) shall not prohibit the disclosure of Seller Proprietary Information by Buyer to the extent reasonably required (A) to financial or tax advisors to prepare or complete any required Tax Returns or financial statements, (B) to Governmental Authorities or any adjudicating body in connection with audits or other Proceedings by or on behalf of a Governmental Authority, (C) in connection with any insurance or benefits claim, (D) to Governmental Authorities or any adjudicating body in connection with asserting any rights or remedies or performing any obligations under any of the Transaction Documents in accordance with the terms of the applicable Transaction Documents or (E) to their Representatives to provide services to Seller or its Affiliates in accordance with the terms and conditions of any of the Transaction Documents. Notwithstanding the foregoing, the provisions of this Section 6.10(d) shall not apply to information that (x) is or becomes publicly available other than as a result of a disclosure by Buyer or any of its Affiliates or Representatives in violation of this Agreement, (y) is or becomes available to Buyer or its Affiliates or Representatives on a non-confidential basis from a source that, to Buyer's or such Affiliate's knowledge after reasonable investigation, is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation, or (z) is or has been independently developed by Buyer or its Affiliates (other than by the Target Companies prior to the Closing). Notwithstanding anything herein to the contrary, for purposes of this Section 6.10, the terms "Affiliates" and "Representatives" shall not include any portfolio company of investment funds affiliated with or managed by Investor unless such portfolio company actually receives Seller Proprietary Information from Buyer or its Affiliates (and then only in respect of such Seller Proprietary Information). Seller, on behalf of itself and its Affiliates, acknowledges that PPC Investment Partners LP and its Affiliates and its and their respective general partners, managers and various management companies and related investment funds and vehicles (collectively, "Investor" and, together with their respective portfolio companies, investment professionals and other employees of Investor, collectively, "Investor Group") are investors engaged in the business of evaluating, making and managing investments and acquiring and selling businesses. It is possible that one or more of such companies are or may in the future be (directly or indirectly) competitive with Seller or its Affiliates in some manner. Notwithstanding anything to the contrary set forth herein, the obligations of Buyer and its Affiliates hereunder shall not be deemed, or in any way construed, to restrict the Investor Group from evaluating, making or managing such investments or acquiring or selling any such businesses or advising and sitting on the governing bodies of such businesses. Furthermore, Seller, on behalf of itself and its Affiliates, acknowledges that Investor's respective directors, managers, officers or employees (each such person, an "Investment Professional") may serve as employees, directors, managers or officers of portfolio companies and Seller, on behalf of itself and its Affiliates, agrees that in no event shall any portfolio company be deemed to have received Seller Proprietary Information solely because any such Investment Professional serves as an employee, officer, manager or member of the board of directors (or similar governing body) of such portfolio company, provided that such Investment Professional has not provided such portfolio company or any other director, officer, manager or employee thereof (other than another Investment Professional) with Seller Proprietary Information and such portfolio company

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does not act at the direction of such Investment Professional with respect to such Seller Proprietary Information.

(e) 18 U.S.C. § 1833(b) provides: "An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of Law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal." Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the Parties have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of Law. The Parties also have the right to disclose trade secrets in a document filed in a Proceeding, but only if the filing is made under seal and protected from public disclosure. Notwithstanding anything to the contrary contained herein, no provision of this Agreement shall be interpreted so as to impede any Person from reporting possible violations of applicable Law or regulation to any governmental agency or entity, including the Department of Justice, the Securities and Exchange Commission, Congress and any agency Inspector General, or making other disclosures under the whistleblower provisions of federal Law.

Section 6.11 Preservation of Records; Access to Certain Information; Cooperation.

(a) Buyer's Records.

(i) From and after the Closing Date, Buyer shall preserve all pre-Closing books and records of the Business for the lesser of a period of six (6) years or the time period set forth in the Target Companies' document retention policy as in effect on the date hereof (or, if longer (i) in the case of books and records relating to Tax, employment and employee benefits matters, until such time as all statutes of limitations to which such records relate have expired and (ii) in the case of books and records as to which Applicable Law requires a longer period, for such longer period), provided that Buyer may earlier destroy or dispose of such books and records after giving notice to Seller of such pending disposal and offering Seller copies of such books and records at Seller's sole cost. In the event that Seller has not requested such materials within thirty (30) days following the receipt of notice from Buyer, Buyer may proceed to destroy or dispose of such materials without any liability to Seller.

(ii) From and after the Closing Date, Buyer shall afford Seller and its Representatives reasonable access upon reasonable prior notice during normal business hours, in a manner that is not unreasonably disruptive to Buyer's and its Subsidiaries' businesses, to all relevant agreements, senior-management-level employees, records and books of the Target Companies and provide copies of such agreements, records, and books as Seller may reasonably request, in each case, to the extent relating to the Business or the Seller Business prior to the Closing, in order to (i) prosecute, contest or defend any judicial, quasi-

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judicial, administrative, Tax, audit or arbitration proceeding by or against a third party (other than the Buyer Companies), or (ii) prepare any financial statements or reports.

(iii) Buyer shall not be obligated to provide Seller with access to any books or records (including personnel files) pursuant to this Section 6.11 where such access would jeopardize the attorney-client or other applicable legal privilege or protection of such party or violate any Applicable Law, Contracts or obligation of confidentiality; provided that Buyer shall use its commercially reasonable efforts to provide alternative access or information in a manner that would not violate the foregoing.

(b) Seller's Records.

(i) From and after the Closing Date, Seller shall preserve all pre-Closing books and records relating to the Business for the lesser of a period of six (6) years or the time period set forth in the Target Companies' document retention policy as in effect on the date hereof (or, if longer (i) in the case of books and records relating to Tax, employment and employee benefits matters, until such time as all statutes of limitations to which such records relate have expired and (ii) in the case of books and records as to which Applicable Law requires a longer period, for such longer period), provided that Seller may earlier destroy or dispose of such books and records after giving notice to Buyer of such pending disposal and offering Buyer such books and records at Buyer's sole cost. In the event that Buyer has not requested such materials within thirty (30) days following the receipt of notice from Seller, Seller may proceed to destroy or dispose of such materials without any liability to Buyer.

(ii) From and after the Closing Date, Seller shall afford Buyer and its Representatives reasonable access upon reasonable prior notice during normal business hours, in a manner that is not unreasonably disruptive to Seller's and its Subsidiaries' businesses, to all relevant agreements, senior-management-level employees, records and books relating to the Business and provide copies of such agreements, records, and books as Buyer may reasonably request, in each case, to the extent relating to the Business prior to the Closing, in order to (i) prepare any Tax Returns, (ii) prosecute, contest or defend any judicial, quasi-judicial, administrative, Tax, audit or arbitration proceeding by or against a third party (other than Seller and its Subsidiaries), or (iii) prepare any financial statements or reports.

(iii) Seller shall not be obligated to provide Buyer with access to any books or records (including personnel files) pursuant to this Section 6.11 where such access would jeopardize the attorney-client or other applicable legal privilege or protection of such party or violate any Applicable Law, Contracts or obligation of confidentiality; provided that Seller shall use its commercially reasonable efforts to provide alternative access or information in a manner that would not violate the foregoing.

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Section 6.12 Intellectual Property Matters.

(a) The Buyer Companies acknowledge that they are not acquiring any rights herein to any Seller Mark, except as expressly set forth in this Agreement or another Transaction Document.

(b) Buyer acknowledges and agrees that (i) as between the Parties, Seller and Seller's Affiliates exclusively own all Seller Marks, (ii) as of the Closing Date, any and all right of the Target Companies to use the Seller Marks automatically terminates and reverts to Seller and Seller's Affiliates, and (iii) Buyer and its Affiliates have not acquired rights, and are not acquiring any rights, herein to use the Seller Marks after the Closing Date, except as expressly set forth in this Section 6.12.

(c) As soon as commercially reasonable after the Closing Date, but no later than sixty (60) days thereafter, Buyer shall cause each Target Company that has a corporate name, "doing business as" name, trade name or any other similar corporate identifier (each, a "Company Name") that contains or refers to any of the Seller Marks to (i) file amended Organizational Documents with the appropriate Governmental Authorities changing its Company Name(s) to a Company Name that does not contain any of the Seller Marks, and (ii) provide Seller with any additional information, documents and materials that Seller may reasonably request to evidence those filings. Seller on behalf of itself and its Affiliates, hereby grants (and shall cause its Affiliates to grant) to the Target Companies a limited non-exclusive, non transferrable transitional license, for ninety (90) days after the Closing, to use the Seller Marks in substantially the same manner as used in connection with the Business prior to Closing; provided that Buyer shall use commercially reasonable efforts to cause the Target Companies to cease all uses of the Seller Marks as promptly as practicable during the use period set forth in this Section 6.12(c). On and after the Closing Date, neither Buyer nor any Target Company shall represent that it is, or otherwise hold itself out as being, affiliated with Seller or any of its Affiliates. Notwithstanding the foregoing, the Target Companies may dispose of products in finished goods inventory in the ordinary course of business consistent with each such Target Company's past practice without removing any Company Names from such goods until the supply is exhausted.

(d) The Buyer Companies shall have the right, at all times after the Closing, to (i) retain or use records and other historical or archived documents or internal business and legal documents and items containing or referencing the Seller Marks, (ii) refer to the historical fact that the Target Companies previously conducted their respective businesses under the Seller Marks, as applicable, (iii) use Seller Marks in a neutral, non-trademark manner, otherwise as permitted by "fair use" principles or not constituting trademark infringement and (iv) use such Seller Marks to the extent required under Applicable Law.

(e) Buyer and its Affiliates are granted no rights herein to register or file any application to register in any jurisdiction any Mark that consists of, incorporates, or is confusingly similar to, any Seller Mark.

(f) Buyer acknowledges that (i) the Seller Marks are valuable to Seller and its Affiliates, (ii) any breach of this Section 6.12 by Buyer or their Affiliates will cause Seller irreparable injury, and (iii) the remedies at law for a breach of this

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Section 6.12 are inadequate and the resulting damages cannot readily be measured in monetary terms. Without limiting any of Seller's other rights and remedies, and notwithstanding anything in this Agreement to the contrary, in the event of any breach or threatened breach of this Section 6.12 by Buyer or their Affiliates, Seller will be entitled to seek equitable relief, including in the form of orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security or prove actual damages in connection with such relief.

(g) Effective as of the Closing Date, Seller, on behalf of itself and its Affiliates, hereby grants to the Target Companies a non-exclusive, perpetual, sublicensable (solely where such sublicense is for the benefit of the operation of the Business and not for independent benefit by the sublicensee), irrevocable, transferable (in connection with any merger, acquisition, sale or transfer of equity or assets, or similar transaction), and royalty-free license to all Intellectual Property (other than Trademarks and Software) owned by Seller or any of its Affiliates (other than the Target Companies) that was used in the twelve (12) months prior to the Closing Date by the Business and that is necessary for the conduct of the Business (the "Licensed Seller IP"), to use and exploit the Licensed Seller IP in connection with the operation of the Business as presently conducted in all material respects (including as the Business may naturally expand and evolve over time).

(h) Prior to the Closing Date, Seller shall, and shall cause its Subsidiaries (including the Target Companies) to, use commercially reasonable efforts to (including executing and delivering all required instruments and making all required filings with the applicable intellectual property offices) update the registered owner of all Registered Owned Intellectual Property to a Target Company. To the extent the foregoing is not completed prior to the Closing Date, Seller shall, and shall cause its Subsidiaries to, reasonably cooperate with the Target Companies following the Closing to update the registered owner of all Registered Owned Intellectual Property to a Target Company at the Seller's expense (including executing and delivering any instruments reasonably requested by Buyer to effect or evidence such ownership updates).

(i) Within thirty (30) days following the Closing, Seller and its Affiliates shall (i) abandon or cancel the following trademark registrations and applications: TC EMBALLAGES TRANSCONTINTENTAL & Dessin (reg. no. TMA1006085), TC TRANSCONTIENTAL PACKAGING & Design (reg. no. TMA1006089), TRANSCONTINENTAL PACKAGING (reg. no. 694524), TRACONTINTENTAL PACKAGING (reg. no. 4209817), and TC TRANSCONTINTENTAL PACKAGING (reg. no. 5672048), and (ii) cease all uses of "TC EMBALLAGES TRANSCONTINTENTAL", "TC TRANSCONTIENTAL PACKAGING", "TRANSCONTINENTAL PACKAGING", "TC COATINGS", "TC TRANSCONTINENTAL COATINGS" and "TRANSCONTINENTAL COATINGS". Notwithstanding the foregoing, nothing in this Section 6.12(j) shall require Sellers to cease use of "TC" or "Transcontinental".

Section 6.13 Accounts Receivable; Accounts Payable; Mis-Allocated Assets; Communications.

(a) After the Closing, Buyer and the Target Companies, on the one hand, and Seller and its Subsidiaries, on the other hand, shall forward to the other Party any funds

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that are received by (i) Buyer or the Target Companies to the extent relating to the accounts receivable, cash or other rights to payment of the Seller Business, or (ii) Seller to the extent relating to the accounts receivable, cash or other rights to payment of the Business. Each Party shall, and shall cause their respective Subsidiaries to, reasonably cooperate with the other Party in connection with the other Party's collection of its accounts receivable and such other rights to payment relating to the Business or Seller Business (as applicable); provided, that such cooperation shall not require any Party or its Subsidiaries to grant any additional consideration or accommodation (financial or otherwise) to any third-party, commence any Proceeding, provide security, or incur any additional costs in connection with the collection of such accounts receivable or payments (except for costs paid or promptly reimbursed by the other Party).

(b) After the Closing Date, to the extent Buyer or its Affiliates (including the Target Companies) shall receive any invoices, bills, notices or requests for payments relating to any accounts payable, liabilities or other obligations of the Seller Business ("Excluded Payables"), Buyer shall promptly (and in any event no later than thirty (30) days) forward such Excluded Payables to Seller. In the event Seller shall fail to pay any bona fide Excluded Payable (including any interest penalties, late fees or other charges thereon) when due, then Buyer shall have the right to pay such bona fide Excluded Payable on behalf of Seller (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Buyer set forth herein, including reimbursement for any such amounts by Seller, Buyer shall have the right to off-set the amount of such bona fide Excluded Payable (including any interest penalties, late fees or other charges thereon) against any amounts that would otherwise be owed by Buyer or any of its Affiliates to Seller or any of its Affiliates (including any funds that are received by Buyer (or any Target Company) post-Closing in respect of accounts receivable of the Seller Business that would otherwise be owed to Seller by Buyer (or any Target Company) pursuant to Section 6.13(a)).

(c) After the Closing Date, to the extent Seller shall receive any invoices, bills, notices or requests for payments relating to any accounts payable, liabilities or other obligations of the Business ("Post-Closing Payables"), Seller shall promptly (and in any event no later than ten (10) days) forward such Post-Closing Payables to the Buyer Companies. In the event Buyer shall (or the Target Companies shall) fail to pay any bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) when due, Seller shall have the right to pay such bona fide Post-Closing Payable on behalf of Buyer (or the applicable Target Company) (including any interest penalties, late fees or other charges thereon) and, in addition to any other rights or remedies of Seller set forth herein, including reimbursement for any such amounts by Seller, Seller shall have the right to off-set the amount of such bona fide Post-Closing Payable (including any interest penalties, late fees or other charges thereon) against any amounts that would otherwise be owed by Seller or any of its Affiliates to Buyer or any of the Target Companies (including any funds that are received by Seller or its Affiliates post-Closing in respect of accounts receivable of the Business that would otherwise be owed to Buyer or its Affiliates by Seller or its Affiliates pursuant to Section 6.13(a)).

(d) If, following the Closing, any right, property or asset that should have been transferred to or retained by the Business is found to have been transferred to or retained by Seller or its Subsidiaries, Seller shall, or cause its Subsidiaries, to

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(i) transfer, or cause its applicable Affiliate to transfer such right, property or asset to the applicable member of the Buyer Companies as soon as practicable for no additional consideration, and (ii) obtain (and Buyer shall use its commercially reasonable efforts to cooperate with Seller in obtaining) all consents from Persons necessary or appropriate for the purposes of transferring, assigning, and conveying such right, property or asset (or part thereof) or the relevant interests in them to the applicable member of the Buyer Companies; provided, that, until such consent is obtained, the Parties shall cooperate so that the applicable member of the Buyer Companies obtains the rights and benefits and assumes the risks and obligations of the relevant right, property or asset. Seller shall promptly notify Buyer if Seller or its Affiliates become aware of any right, property or asset that may be required to be transferred pursuant to this Section 6.13(d).

(e) If, following the Closing, any right, property or asset that should have been transferred to or retained by the Seller Business is found to have been transferred to or retained by the Buyer Companies, Buyer shall cause the applicable Buyer Company to, and the applicable Buyer Company shall (i) transfer such right, property or asset to Seller as soon as practicable for no additional consideration, and (ii) obtain (and Seller shall use its commercially reasonable efforts to cooperate with Buyer and the applicable Buyer Company in obtaining) all consents from Persons necessary or appropriate for the purposes of transferring, assigning, and conveying such right, property or asset (or part thereof) or the relevant interests in them to Seller; provided, that, until such consent is obtained, the Parties shall cooperate so that Seller obtains the rights and benefits and assumes the risks and obligations of the relevant right, property or asset. Buyer shall promptly notify Seller if Buyer or the Target Companies become aware of any right, property or asset that may be required to be transferred pursuant to this Section 6.13(e).

(f) After the Closing, each of Buyer, Seller and their respective Subsidiaries may receive mail, packages, facsimiles, email and other communications properly belonging to the other Party (or the other Party's Subsidiaries). Accordingly, each of Buyer, Seller and their respective Subsidiaries authorizes Seller and its Subsidiaries, on the one hand, or Buyer and its Subsidiaries, on the other hand, as the case may be, to receive and, if not unambiguously intended for such other Party (or any of its Subsidiaries) or any of such other Party's (or any of its Subsidiaries) officers or directors, open (acting solely as agent for the other Party), all mail, packages, facsimiles, email and other communications received by it, and to retain the same to the extent that they relate to the business of the receiving Party or, to the extent that they do not relate to the business of the receiving Party, the receiving Party shall promptly deliver such mail, packages, facsimiles, email or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party. The provisions of this Section 6.13(f) are not intended to, and shall not be deemed to, constitute an authorization by any of Seller, Buyer or any of their Subsidiaries to (i) permit the other to accept service of process on its behalf and neither party is or shall be deemed to be the agent of the other for service of process purposes or (ii) waive any rights or privileges in respect of any such mail, package, facsimile, email or other communication or the information contained therein.

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Section 6.14 Public Announcements.

Seller and Buyer shall not, and shall cause their respective Affiliates not to, issue any public report, statement or press release or otherwise make any public statement with respect to this Agreement or the Contemplated Transactions, without prior consultation with and approval of the other Party (which approval shall not be unreasonably withheld, delayed or conditioned), except as may be required by Applicable Law or any national or international stock exchange regulations applicable to any such Party (in which event such Party shall, to the extent permitted by Applicable Law, provide the other Party a meaningful opportunity to review and comment upon such press release or public announcement in advance and incorporate any comments thereon agreed upon in good faith by the Parties); provided that (a) the Parties shall be permitted to make an initial press release with respect to the entry of Buyer and Seller into this Agreement and containing the material terms of this Agreement in form and substance approved by Buyer and Seller (which approval shall not be unreasonably withheld, delayed or conditioned), (b) the Parties may make press releases or public announcements concerning this Agreement or the Contemplated Transactions that consist of information previously disclosed in previous press releases or public announcements made by either Party in compliance with this Section 6.14, (c) the Parties may make any public statements in response to questions by the press, analysts, investors or those participating in investor calls or industry conferences, so long as Seller and Buyer remain consistent with information previously disclosed in previous press releases or public announcements made by either Party in compliance with this Section 6.14, (d) Buyer and Investor Group may communicate with their respective Representatives and current, former or prospective investors relating to this Agreement or the Contemplated Transactions in connection with any of their fundraising, marketing, informational or reporting activities, or otherwise in the ordinary course of business and (e) if Seller is required by Applicable Law to file any Transaction Document on SEDAR+ (which for greater certainty shall not include the Seller Disclosure Schedules), Buyer shall have a meaningful opportunity to review and comment upon such filing in advance and incorporate any comments thereon agreed upon in good faith by the Parties (including as to any parts of the Agreement that may be redacted on the basis that it contains confidential information). Buyer shall not, prior to the Closing, make any communication to any suppliers, lenders, creditors, distributors, employees, customers, other contracting parties or others having business or financial relationships with the Business in their capacities as such pertaining to this Agreement or the Contemplated Transactions without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed); provided, that, without Seller's prior written consent, Buyer and its Affiliates shall be able to: (1) respond to any inbound inquiries from such Persons so long as Buyer remains consistent with information previously disclosed in previous press releases or public announcements made by either Party in compliance with this Section 6.14 and (2) communicate with such Persons in their capacity of their existing business relations of Buyer and its Affiliates. No provision of this Agreement shall modify or terminate any of the restrictions imposed upon any Party by Section 6.10.

Section 6.15 Governmental Filings; Regulatory Approvals.

(a) Seller and Buyer shall cooperate with each other in determining whether any action by or in respect of, or filing with, any Governmental Authority is required in connection with the consummation of the Contemplated Transactions. Subject to the terms and conditions of this Agreement, including Section 6.15(d), Buyer and Seller shall use their reasonable best efforts to take or cause to be taken all action and to do, or cause to be done, all things necessary to consummate and make effective as promptly as practicable the Contemplated Transactions, including reasonable best efforts to obtain consents and approvals of all Governmental Authorities necessary to consummate the Contemplated Transactions. Each Party shall bear its respective costs and expenses incurred in connection with obtaining such consents and approvals, except that Buyer

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shall bear the cost of all filing fees relating to all consents, notices and approvals from Governmental Authorities necessary under the Required Regulatory Approvals.

(b) In addition to and without limiting the foregoing, as promptly as practicable (and in any case within twenty (20) Business Days after the Agreement Date) (i) Buyer and Seller shall make or cause to be made any filing required to be made by each of them or any of their respective Affiliates under the HSR Act, and (ii) Buyer shall file or cause to be filed a request for an advance ruling certificate or, in the alternative, a no-action letter pursuant to the Competition Act and Buyer and Seller shall each file or cause to be file its respective pre-merger notification form pursuant to Part IX of the Competition Act, unless the Parties mutually agree in writing that such notification forms should not be filed or should be filed at a different time. Buyer and Seller shall respond as promptly as practicable to any request for additional information or documentary material from any applicable Governmental Authority, and use reasonable best efforts to cause the expiration or termination of the applicable waiting or suspension periods under applicable Antitrust Laws as soon as practicable and to obtain all requisite authorizations and approvals under applicable Antitrust Laws with respect to the Contemplated Transactions.

(c) Each of Buyer and Seller shall (i) cooperate in all respects with each other in connection with any filing or submission and any investigation or other inquiry, including any Proceeding initiated by a private party, and in connection with resolving any investigation or inquiry with respect to any such filing or the Contemplated Transactions, (ii) not extend any waiting or suspension period under any applicable Antitrust Laws or enter into any agreement with any Governmental Authority not to consummate the Contemplated Transactions, except with the prior written consent of the other Party, (iii) comply with any applicable inquiries or requests received from any Governmental Authority for additional information or documentation, including using reasonable best efforts to comply with any so-called "Second Request" from the U.S. Federal Trade Commission or U.S. Department of Justice and with any supplementary information request issued under subsection 114(2) of the Competition Act as promptly as reasonably practicable, (iv) promptly make any applicable further filings or information submissions pursuant thereto that may be necessary or advisable, and (v) as promptly as practicable make any requisite filings or submissions required or desirable under any applicable Antitrust Laws. Each of Buyer and Seller shall (A) promptly notify the other Party of any written or oral communication to that Party or its Affiliates from any Governmental Authority relating to the Contemplated Transactions and, subject to Applicable Law, permit the other Party to review in advance any proposed written communication, in each case relating to any of the foregoing, (B) subject to Applicable Law, consult and cooperate with the other Party, including permitting the other Party to review and comment in advance, on any communication, written or otherwise, given by it to any Governmental Authority or a private party regarding the Contemplated Transactions and consider in good faith any such Party's reasonable views, comments or suggestions, (C) not agree to participate, or to permit its Affiliates to participate, in any meeting or discussion with any Governmental Authority in respect of any filings, investigation or inquiry concerning the Contemplated Transactions unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate, and (D) to the extent permitted under Applicable Law,

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furnish the other Party with copies of all correspondence, filings and written communications between such Party and its Affiliates and their respective Representatives on the one hand, and any Governmental Authority on the other hand, with respect to this Agreement and the Contemplated Transactions (unless, in each case with respect to clauses (A), (B), (C) and (D) above, the furnishing of such information would (1) violate the provisions of any Applicable Law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such Party shall use commercially reasonable efforts to promptly communicate to the other Party the substance of any such communication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate Applicable Law or cause the loss of the attorney-client privilege with respect thereto). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Buyer and Seller shall be mutually responsible for the content of all substantive communications with any Governmental Authority and shall share equally the responsibility for all strategic and timing decisions necessary to satisfy the Required Regulatory Approvals, provided that neither shall be responsible for the factual accuracy of any information provided by the other.

(d) Buyer shall not, and shall cause its Affiliates not to, acquire or invest in any Person or acquire, lease or license any assets, or agree to do any of the foregoing, if doing so would reasonably be expected to prevent or materially delay the satisfaction of any of the conditions set forth in Article VII to be satisfied or the consummation of the Contemplated Transactions.

(e) The Parties may mutually agree, in each of their sole discretion, to extend the Outside Date by up to six (6) additional months.

Section 6.16 Consents; Shared Contracts.

With respect to any Contracts used in or otherwise related to the Business (or any claim, right or benefit arising thereunder or resulting therefrom) (including the Contracts set forth on Schedule 4.05 of the Seller Disclosure Schedules and the Shared Contracts, the "Consent Contracts"), from and after the Agreement Date, if requested by Buyer, Seller shall use commercially reasonable efforts (but without any payment of money or other transfer of value by Seller to any third party) to obtain any required consent for (x) the full or partial assignment or transfer of such Consent Contract to the applicable Target Company, Seller, or Buyer, as the case may be, or (y) the direct or indirect change of control of the Target Companies, or written confirmation from such parties reasonably satisfactory in form and substance to Seller and Buyer confirming that such consent is not required in connection with the Contemplated Transactions. Seller and Buyer shall reasonably cooperate in good faith in connection with seeking any such consent.

If a required consent is not obtained prior to the Closing with respect to any such Consent Contract or a Target Company will otherwise not acquire at Closing any such Consent Contract, then Seller and Buyer shall cooperate to enter into, as of the Closing, a mutually agreeable arrangement under which (a), with respect to Consent Contracts related to the Business, (i) the applicable Buyer Company would obtain, through a subcontracting, sublicensing or subleasing arrangement or otherwise, and subject to Applicable Law and the terms of such Consent Contract, the claims, rights and benefits of Seller under such Consent Contract in accordance with this Agreement, (ii) the applicable Buyer Company would assume all obligations of Seller under such Consent Contract to the extent relating to the Business and agree to perform and discharge all such obligations under such Contract, and (iii) Seller would enforce, or cause to be enforced, at the applicable Buyer's cost and at the reasonable request

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of and for the benefit of such Buyer, any and all claims, rights and benefits of Seller against any third party thereto arising from any such Consent Contract, (b) with respect to Consent Contracts related to the Seller Business, (i) Seller would obtain, through a subcontracting, sublicensing or subleasing arrangement or otherwise, and subject to Applicable Law and the terms of such Consent Contract, the claims, rights and benefits of the applicable Buyer Company under such Consent Contract in accordance with this Agreement, (ii) Seller would assume all obligations of such Buyer Company under such Consent Contract to the extent relating to the Seller Business and agree to perform and discharge all such obligations under such Consent Contract, and (iii) the applicable Buyer would enforce, or cause to be enforced, at Seller's cost and at the reasonable request of and for the benefit of Seller, any and all claims, rights and benefits of the applicable Buyer Company against any third party thereto arising from any such Consent Contract, or (c) the applicable Party would provide services under the Transition Services Agreement to the other Party as set forth therein or, if not set forth therein, in a manner that reasonably achieves the intent of the immediately preceding clause (a) or (b), as applicable, in exchange for a fee no greater than the providing Party's actual cost. Notwithstanding the foregoing provisions of this Section 6.16, neither Party shall have any obligations under this Section 6.16 with respect to a particular Consent Contract after the later of the date that is one (1) year following the Closing Date and the expiration of such Consent Contract in accordance with its terms. Each Party shall (x) cooperate with the other Party to facilitate each Party's compliance with this Section 6.16, including by promptly providing copies of invoices and other documents and information relating to the consents and transition arrangements contemplated by this Section 6.16, and (y) provide reasonable advance notice to the other Party if such Party intends to terminate, fail to renew or let lapse any Consent Contract during the course of any such transition arrangement pursuant to this Section 6.16.

Section 6.17 Agreements Regarding Tax Matters.

(a) To the extent it is necessary for purposes of this Agreement (including with respect to determining ad valorem or other property taxes with respect to the Business) to determine the allocation of Taxes among a Straddle Period: (i) the amount of any Taxes based on or measured by income, receipts, payroll, withholding, or sales of the Target Companies for the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the Tax period of any Target Company that is a controlled foreign corporation within the meaning of Section 957(a) of the Code, will be deemed to end at the end of the Closing Date for U.S. federal income tax purposes and applicable state and local tax purposes); provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions), other than with respect to property placed in service after the Closing (which such deductions shall be allocated entirely to the Post-Closing Tax Period), shall be allocated between the portion of the Straddle Period ending on the Closing Date and the portion of the Straddle Period beginning the day after the Closing Date in proportion to the number of days in each such period; and (ii) and the amount of other Taxes for a Straddle Period that relates to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the Straddle Period ending on the Closing Date and the denominator of which is the total number of days in such Straddle Period. For purposes of this Agreement (including in respect of determining Indebtedness, Net Working Capital and the Final Adjusted Purchase Price), (x) all Transaction Tax Deductions shall be treated as attributable to the Pre-Closing Tax Period to the extent permitted by Applicable Law at a "more likely than not" or higher level of confidence (and the filing of any permitted safe harbor election pursuant to

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IRS Revenue Procedure 2011-29 with respect to any success-based fees shall be presumed), and (y) any transactions or events that are outside the ordinary course of business (which are not otherwise contemplated by this Agreement) and occur after the Closing on the Closing Date will be treated as occurring in the portion of the Straddle Period beginning after the Closing Date.

(b) From and after the Closing, Buyer, the Target Companies, and Seller will, subject to Section 6.08(b), reasonably cooperate, as and to the extent reasonably requested by any other Party, in connection with the filing of Tax Returns, the making of any election relating to Taxes, or the prosecution, defense, or conduct of any contest related to Taxes, including by furnishing or causing to be furnished to each other, upon request, as promptly as practicable, such information (including access to books and records), documents and powers of attorney relating to the Target Companies as is reasonably necessary for any such Tax Returns, elections or contests. Notwithstanding anything to the contrary in this Section 6.17(b) or this Agreement, (i) Buyer shall have no right to access or receive any Tax information that relates to any of Seller's consolidated, combined or unitary Tax Returns (excluding, for the avoidance of doubt, any such Tax Returns with respect to which a Target Company is the common parent), including workpapers, supporting documents, and other information or data with respect thereto, and (ii) Seller shall have no right to access or receive any Tax information that relates to any of Buyer's consolidated, combined or unitary Tax Returns, including workpapers, supporting documents, and other information or data with respect thereto. Buyer and Seller agree to, and shall cause the Target Companies to use commercially reasonable efforts to, retain all books and records with respect to Tax matters pertinent to the Target Companies relating to any Pre-Closing Tax Period until the expiration of the statute of limitations (and, to the extent notified by the other Party, any extensions thereof) of the respective Tax periods, and to abide by all record retention agreements entered into with any Governmental Authority.

(c) Without duplication of any amount taken into account in the determination of the Net Working Capital or Indebtedness for purposes of the Final Adjusted Purchase Price, any refunds of Taxes (or credit in lieu of a refund of Taxes or reimbursement for overpayment of Taxes) of any of the Target Companies that are set out in Schedule 6.17(c) of the Seller Disclosure Schedules relating to a Tax period of the Target Companies ending on or prior to the Closing Date, including any interest actually received (or credited) with respect thereto (such amounts, "Specified Tax Refunds"), shall be for the account of Seller. If any such Specified Tax Refunds are received by or credited to Buyer or any of the Target Companies, Buyer shall pay such Specified Tax Refunds, net of any Taxes and any reasonable out-of-pocket costs incurred in connection with such receipt, to Seller within ten (10) Business Days after Buyer or any of the Target Companies receives such Specified Tax Refund (or utilizes any credit received in lieu thereof as an offset to Taxes otherwise due and payable in connection with the filing of a Tax Return); provided, that such Specified Tax Refund is received (or such credit is utilized) prior to the second (2nd) anniversary of the Closing Date. Notwithstanding anything to the contrary herein, Seller shall not be entitled to any refund or credit that (i) relates to the carryback of any deductions, losses, credits or other items from a Tax period or portion thereof beginning after the Closing Date or a Tax liability economically borne by Buyer or any of its Affiliates, (ii) is subject to a pending Proceeding (until such Proceeding has been finalized), or (iii) is due to a third party under a contract

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entered into prior to the Closing or is due to the insurer under the R&W Insurance Policy. The amount of any payment to Seller under this Section 6.17(c) shall be reduced by any Taxes arising following the Closing that are attributable to a Pre-Closing Tax Period (provided that such Taxes were not taken into account in the determination of the Net Working Capital or Indebtedness for purposes of the Final Adjusted Purchase Price or paid by Seller pursuant to Section 6.02(b)). In the event that any Buyer Company is subsequently required to repay to any Governmental Authority any amount paid to Seller pursuant to this Section 6.17(c), any such amount shall be repaid by Seller to Buyer, together with any interest and penalties owed in respect of such disallowed refund or credit, within ten (10) Business Days. Any amounts payable under this Section 6.17(c) will be deemed to be an adjustment of the Final Adjusted Purchase Price for Tax purposes (to the extent permitted by Applicable Law).

(d) Each of Buyer, Seller and the Target Companies shall, to the extent permitted or required under applicable Law, treat the Closing Date as the last day of the taxable period of the U.S. Target Companies for all U.S. Tax purposes, and Buyer shall cause the U.S. Target Companies to join Buyer's "consolidated group" (as defined in Treasury Regulations Section 1.1502-1(h)) effective as of the end of the day on the Closing Date in accordance with Treasury Regulation Section 1.1502-76(b)(1)(ii)(A).

(e) To the extent relating to the Target Companies, Seller shall terminate (or cause to be terminated) at or before the Closing all Tax sharing agreements or group payment arrangements (other than this Agreement) between the Target Companies, on the one hand, and Seller or any Affiliate of Seller (other than the Target Companies), on the other hand, and neither Seller or any Affiliate of Seller, on the one hand, and the Target Companies, on the other hand, will have any liability or be entitled to any right thereunder on or after the Closing Date.

(f) Each of Buyer, Seller and the Target Companies shall notify the other, if applicable, of its intent to file a disclosure with any Governmental Authority with respect to a "reportable transaction" involving the Target Companies, as defined for purposes of section 237.3 of the Tax Act, or a "notifiable transaction", as defined for purposes of section 237.4 of the Tax Act or any transaction subject to analogous provisions of any federal, provincial or territorial tax law, by providing the other parties with a copy of such disclosure, within 60 days before its filing due date, and consider any reasonable comments of other parties thereto, if any.

(g) The Parties agree that for the purposes of the Tax Act, no portion of the Final Adjusted Purchase Price will be allocated to any "restrictive covenant" as such term is defined in section 56.4 of the Tax Act and any equivalent provision under any provincial or territorial tax Law. The Parties further agree that any "restrictive covenants" provided pursuant to any agreement can reasonably be regarded to have been granted to maintain or preserve the fair market value of the Purchased Shares.

(h) Without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not take any of the following actions (or cause any Target Company to take any of the following actions) if the action would affect the Final Adjusted Purchase Price: (A) file any Tax Return for any Pre-Closing Tax Period or Straddle Period in a manner inconsistent with past

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practices of the applicable Target Company (provided that such past practices are permitted by Applicable Law at a "more likely than not" or higher level of comfort), (B) amend, or permit any Target Company to amend, any Tax Return of a Target Company for any Pre-Closing Tax Period or Straddle Period, (C) request an extension or waiver of any statute of limitations or other period for the assessment of any Tax or deficiency of a Target Company for any Pre-Closing Tax Period or Straddle Period (other than as a result of obtaining automatic extensions of time to file Tax Returns), (D) make or change any Tax election of a Target Company that has retroactive effect to any Pre-Closing Tax Period or Straddle Period; provided that, with respect to any Straddle Period, Buyer shall be permitted to cause any Target Company to make any Tax election made in the ordinary course of business of the applicable Target Company, (E) initiate any voluntary disclosure or similar proceeding with any Governmental Authority relating to any actual or potential Tax payment or Tax Return filing obligation of a Target Company for any Pre-Closing Tax Period or Straddle Period, or (F) file any Tax Return or make any written representations to the Tax authorities in a manner that is inconsistent with the historical practice of any Target Companies in respect of the Indemnified Tax Matters; provided that except with respect to any action or inaction relating to the Indemnified Tax Matters, the restrictions described in this Section 6.17(h) shall cease when the Final Adjusted Purchase Price is determined following the procedures set forth in Section 2.04. For the avoidance of doubt, the restrictions described in this Section 6.17(h) relating to the Indemnified Tax Matters shall survive until the expiration of the applicable statute of limitations (taking into account extensions), plus sixty (60) days. Notwithstanding anything to the contrary in this Section 6.17(h), Buyer shall be permitted to make a Section 338(g) election to the extent permitted by and in accordance with Section 2.08 of this Agreement.

(i) At Buyer's sole discretion, in the Tax Return for any Canadian Target Company for its Pre-Closing Tax Period ending immediately before Closing, such Canadian Target Company shall make one or more designations pursuant to paragraph 111(4)(e) of the Tax Act, in respect of which Buyer shall be entitled in its sole discretion to select the capital property(ies) subject to such designation(s) and the amount(s) designated in respect thereof, provided that such amount(s) must be within the limits prescribed in the Tax Act. Notwithstanding any other provision of this Agreement, the Parties agree that Seller shall not be responsible for any Taxes incurred by a Canadian Target Company as a result such designation(s), and no such Taxes, if any, shall be taken into account in calculating the Final Adjusted Purchase Price or any other indemnification provision hereunder.

Section 6.18 Transaction Taxes.

(a) Buyer shall be responsible for any and all transfer and similar fees, Taxes or governmental charges, including all documentary, sales, use, stamp, registration and other similar Taxes or governmental charges, and all conveyance fees, recording charges and other similar fees and charges, together with any related interest, fines, penalties and additions (but excluding any income taxes, any Pillar Two Taxes and any Taxes described in Section 6.18(b)) (together, "Transfer Taxes"), resulting from the transfer of the Purchased Shares to Buyer (or its designated Affiliates) up to $450,000 in the aggregate and any Transfer Taxes in excess of $450,000 shall be shared equally by Buyer and Seller. The Party required by Applicable Law to pay any such Transfer Taxes shall cause

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such Transfer Taxes to be paid to the relevant Governmental Authority, and the non-paying Party shall promptly reimburse the paying Party (or its relevant Affiliate(s), as applicable) for its share of such Transfer Taxes upon presentation of a receipt or other evidence showing payment of such Transfer Taxes. The Parties will cooperate to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes. If required by Applicable Law, the non-filing Party will join in the execution of any such Tax Returns and other documentation following review and approval of such Tax Returns and other documentation. Promptly following the filing of any Tax Return or other documentation related to Transfer Taxes, the filing Party will provide to the non-filing Party a true copy of such Tax Return or other documentation as filed and evidence of the timely filing thereof. For the avoidance of doubt, Seller shall be responsible for any and all Transfer Taxes resulting from the Pre-Closing Reorganization.

(b) Without duplication of any Taxes taken into account in Net Working Capital or Indebtedness, in each case, as finally determined pursuant to Section 2.04, and calculated by excluding any Taxes attributable to a breach by Buyer of its covenants set forth herein or any extraordinary transaction or event occurring on the Closing Date but after the Closing (other than the transactions contemplated by this Agreement), or an election or change in accounting treatment by Buyer having retroactive effective to the Closing Date or any point prior to the Closing Date, Seller shall be responsible for any and all (i) income Taxes (including capital gains Taxes) imposed with respect to the transfer of the Purchased Shares pursuant to this Agreement (including any such Taxes imposed by Australia, Colombia, Ecuador, Mexico or New Zealand) and (ii) U.S. federal income Taxes imposed on the transfer of the shares of Transcontinental Printing Corporation pursuant to this Agreement as a result of any failure by Seller to deliver the certificate contemplated by Section 3.02(a)(iv), including, in each case, if such Taxes are imposed on any Buyer Company (or any Affiliate thereof). Seller shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns and other documentation required to be prepared and filed with respect to the Taxes for which Seller is responsible pursuant to this Section 6.18(b). Buyer and its Affiliates (including, following the Closing Date, the Target Companies) shall cooperate as necessary in the preparation and filing of any Tax Returns pursuant to this Section 6.18(b) (including the provision of any necessary powers of attorney should Seller be required to file Tax Returns of the Target Companies following the Closing Date).

(c) If the Closing occurs more than six months after the date of this Agreement, Seller shall deliver to Buyer, at least five Business Days before the Closing, a valid declaration in writing that, for the purposes of section 14-225(2) Schedule 1 Tax Admin Act, the equity interests of Transcontinental Holdings NZ are not and will continue to not be an indirect Australian real property interest as defined in section 855-25 Income Tax Assessment Act 1997 (Cth) at the Closing. Buyer agrees that (i) Seller's declarations under Section 4.17(y) and this Section 6.18(c) represent declarations for the purposes of section 14-210(3) Schedule 1 Tax Admin Act and (ii) Buyer does not know that the declarations are false.

Section 6.19 Legal Representation; Privilege.

(a) Buyer agrees, on its own behalf and on behalf of the Buyer Related Parties, that Stikeman Elliott LLP ("Stikeman") and Morgan, Lewis & Bockius LLP ("MLB")

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may serve as counsel to Seller, on the one hand, and the Target Companies, on the other hand, in connection with the negotiation, preparation, execution and delivery of this Agreement and the other Transaction Documents and the consummation of the Contemplated Transactions, as well as other past matters, and that, following the Closing, Stikeman and MLB may serve as counsel to Seller or any Affiliate or Representative of Seller, in connection with any litigation, claim or obligation arising out of or relating to the Contemplated Transactions and the Transaction Documents, and Buyer consents thereto and irrevocably waives any conflict of interest arising therefrom, and Buyer shall cause the Buyer Related Parties to consent to waive any conflict of interest arising from such representation.

(b) Buyer, on its own behalf and on behalf of the Buyer Related Parties, hereby agrees that, in the event that a dispute arises between or among Buyer or any of its Affiliates (including, following the Closing, any Target Company), on the one hand, and Seller or any of its Affiliates (including, prior to the Closing, any Target Company), on the other hand, Stikeman and MLB may represent Seller or any of Seller's Affiliates in such dispute even though the interests of Seller or such Affiliate may be directly adverse to Buyer or any of its Affiliates at that time (including, following the Closing, any Target Company), and even though Stikeman and MLB may have represented the Target Companies in a matter substantially related to such dispute, and Buyer hereby waives, on behalf of itself and its Affiliates (including, following the Closing, the Target Companies), any conflict of interest in connection with such representation. Buyer represents that Buyer's own attorney has explained and helped Buyer evaluate the implications and risks of waiving the right to assert a future conflict against Stikeman and MLB, and Buyer's consent with respect to this waiver is fully informed. Buyer further agrees that, as to all communications between Stikeman or MLB and the Target Companies that directly and specifically relate in any way to this Agreement, the negotiation, execution or performance of this Agreement or the Contemplated Transactions and are entitled to the protections afforded by the attorney-client privilege, the expectation of client confidence, and all other rights to any evidentiary privilege ("Privileged Communications") belong solely to Seller, including in any dispute with Buyer or its Affiliates (including, following the Closing, each Target Company), and shall be solely controlled by Seller, including in any dispute with Buyer or its Affiliates (including, following the Closing, each Target Company) and will not pass to or be claimed by Buyer or its Affiliates (including, following the Closing, each Target Company).

(c) If the Closing occurs, all of the client files and records to the extent containing Privileged Communications that are generated and maintained by Stikeman or MLB as a result of its representation of Seller and the Target Companies in connection with this Agreement or any of the Transaction Documents or any of the Contemplated Transactions shall be and become the exclusive property of Seller and no Target Company will retain any copies of such records or have any access to them. Buyer, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Target Companies) and Representatives, and each of the successors and assigns of the foregoing (the "Waiving Parties"), hereby acknowledges and agrees that, from and after the Closing neither Buyer nor any Person purporting to act on behalf of or through Buyer or any of its Affiliates (including, after the Closing, the Target Companies) or Representatives, will seek to obtain any Privileged Communications by any process. Furthermore, Buyer, on its own behalf and on behalf of the Waiving Parties, hereby

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acknowledges and agrees that all (i) emails and other communications from or among any Seller Related Party, any Target Company, or any Affiliates or other Representatives of any Seller Related Party or Target Company to the extent concerning, related to, or in respect of the sale process, this Agreement, or any agreement entered into in connection herewith or related hereto (including all prior drafts) to the extent constituting Privileged Communications, and (ii) documents or materials to the extent created by or on behalf of any Seller Related Party or any Target Company in connection with, in preparation for, related to, or arising out of the sale process, any prior sale processes, this Agreement, or any agreement entered into in connection herewith or related hereto (including all prior drafts) and the subject matter hereof and thereof, or any dispute or proceeding arising out of or relating to, the sale process, this Agreement, any agreement entered into in connection herewith, the Contemplated Transactions, or any matter relating to any of the foregoing, in each case, to the extent constituting Privileged Communications, will be exclusively owned by Seller and will not pass to or be claimed by Buyer or the Target Companies from and after the Closing. Buyer will not disclose the same, without first obtaining Seller's consent, which may be granted or withheld in Seller's sole discretion. In furtherance of the foregoing, Buyer acknowledges that it would be impractical to remove all such emails and communications from the records (including emails and other electronic files) of any Target Company and that any possession of Buyer of any of the foregoing will not affect or alter the ownership of such emails and communications. From and after the Closing, Buyer, on its own behalf and on behalf of its Affiliates (including, after the Closing, the Target Companies) and Representatives, waives and will not assert any attorney-client privilege with respect to any Privileged Communication between Stikeman or MLB and any of the Target Companies or Seller occurring prior to the Closing in connection with any dispute, litigation, claim, proceeding or obligation arising out of or relating to this Agreement, the other Transaction Documents or the Contemplated Transactions, or any matter relating to any of the foregoing. Notwithstanding the foregoing, after the Closing, in the event that a dispute arises between Buyer or any Target Company, on one hand, and a third party, other than a party to this Agreement (or an Affiliate thereof), on the other hand, the Target Companies may assert the attorney-client privilege to prevent disclosure of confidential communications by Stikeman or MLB to such third party; provided, however, that no Target Company may waive such privilege without the prior written consent of Seller.

Section 6.20 Employment Matters.

(a) Continuing Employees' Conditions. Prior to the Closing, Seller shall, at its sole cost and expense, (i) or shall cause its Affiliates to, transfer the employment of, and any personnel records pertaining to, any Company Employee who is not employed by a Target Company to a Target Company, and (ii) cause the Target Companies to employ only Company Employees, and engage only individual service providers who are dedicated to the Business, in each case as of the Closing. For the period beginning on the Closing Date and ending on the earlier of (x) twelve (12) months following the Closing Date and (y) December 31, 2026 (or until the date of termination of employment of the relevant Continuing Employee, if earlier), Buyer shall provide, or shall cause its applicable Subsidiary (including, following the Closing, the Target Companies) to provide each Company Employee who remains employed by Buyer or its Affiliates (including the Target Companies) immediately following the Closing Date (each such

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Company Employee, a "Continuing Employee") with a base salary or wage rate (as applicable) and other employee benefits (excluding any equity or equity-based, nonqualified deferred compensation, severance, retention, incentive, bonus (for the avoidance of doubt, this exclusion shall apply to the SIP, the Short-Term Incentive Program, the Bonus Plans (as such terms are defined in the Seller Disclosure Schedules) and all other bonus, sales incentive and other incentive compensation arrangements), change in control, transaction, defined benefit pension, stock purchase plans and post-employment welfare benefits) substantially comparable, in the aggregate, to the base salary or wage rate (as applicable) and employee benefits (including under Replacement Plans, as defined below, but subject to the same exclusions above) either (i) provided to such Continuing Employee immediately prior to the Closing Date, (ii) provided to similarly situated employees of Buyer or its applicable Subsidiary, or (iii) a combination of the foregoing. Notwithstanding anything in this Agreement to the contrary, the terms and conditions of employment for any Continuing Employees covered by a Collective Bargaining Agreement shall be governed by the applicable Collective Bargaining Agreement until the expiration, modification or termination of such Collective Bargaining Agreement in accordance with its terms or Applicable Law.

(b) Employee Plans. Except (i) as otherwise required by the terms of any Seller Employee Plan or Applicable Law or (ii) as otherwise provided for pursuant to the Transition Services Agreement, the Continuing Employees shall, as of the Closing, cease to actively participate in and accrue further benefits under the Seller Employee Plans. Seller shall retain the sponsorship of, and be solely responsible for any and all liabilities or obligations at any time arising under any Seller Employee Plan. Buyer shall cause the employee benefit plans of Buyer or its applicable Subsidiary in which Continuing Employees participate on and after the Closing Date (the "Replacement Plans") to recognize the service of each Continuing Employee with Seller and its Affiliates prior to the Closing Date for purposes of eligibility to participate, vesting (other than with respect to future equity or equity-based awards) and future vacation benefit accruals to the same extent such Continuing Employee was entitled to credit for the same purpose under the corresponding Employee Plan in which such Continuing Employee participated immediately prior to the Closing, but not for the purpose of benefit accrual under any defined benefit plan or to the extent that it would result in duplication of benefits or compensation. Buyer shall use commercially reasonable efforts to waive all limitations as to pre-existing conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any group health Replacement Plans in the year in which the Closing occurs to the extent waived or satisfied under the corresponding Company Employee Plan immediately prior to the Closing and shall use commercially reasonable efforts to provide each Continuing Employee with credit for any co-payments and deductibles paid by such Continuing Employee during the portion of the plan year prior to the Closing Date (in the calendar year in which the Closing Date occurs) in satisfying any applicable deductible or out of pocket requirements under any group Replacement Plan for the year in which the Closing occurs.

(c) Pension Plans. To the extent required by Applicable Law with respect to any Title IV Plan, the applicable Target Company shall, and Seller shall cause the applicable Target Company to, provide notices on a timely basis to the PBGC with respect to the Contemplated Transactions.

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(d) Continuing Employee Restrictive Covenants. With respect to a Continuing Employee's employment with Buyer or any of its Affiliates (including the Target Companies) on and following the Closing, Seller shall not enforce against Buyer or any of its Affiliates or any Continuing Employee (and hereby waives such rights as applied to a Continuing Employee's employment with Buyer or any of its Affiliates (including the Target Companies) on and following the Closing) (i) any noncompetition provision that would purport to prohibit such individual from working for Buyer or any of its Affiliates (including the Target Companies); (ii) any confidentiality restrictions relating to a Continuing Employee's, Buyer's or its Affiliates' (including the Target Companies) ability to use non-public, confidential, proprietary or trade secret information related to the Business; and/or (iii) any customer or client nonsolicitation or noninterference or other restrictive covenant obligations related to the Business (collectively, the "Restrictive Covenant Obligations"). Seller (on behalf of itself and its Subsidiaries) hereby assigns all such Restrictive Covenant Obligations to the Target Companies, and the Target Companies have the right, but not the obligation, to enforce the Restrictive Covenant Obligations.

(e) Continuing Employees on Visas. Seller shall, or shall cause its Affiliates (including the Target Companies) to, use commercially reasonable efforts to ensure that any foreign national who requires a visa in order to work for Seller or its Affiliates in his or her current position may continue to work in such position as a Continuing Employee on the Closing Date.

(f) Contingent Workers. From the date hereof until the Closing Date, Seller shall use commercially reasonable efforts to facilitate introductions to Buyer of any individual natural person independent contractors engaged by Seller or its Affiliates in service to the Target Companies or the Business for the purpose of allowing Buyer to interview each such contractor (if agreed by such contractor) and determine the nature and extent of each such person's continuation with Buyer or its Affiliates (including the Target Companies), if any. Seller and its Subsidiaries shall use commercially reasonable efforts to provide to Buyer contact information for third-party service providers providing contingent personnel to the Target Companies or the Business and reasonably cooperate in identifying and transferring such workforce to the extent requested by Buyer.

(g) No Third-Party Beneficiaries. Nothing contained in this Section 6.20, whether express or implied, shall be construed to (i) create any third-party beneficiary or other claims, benefits rights in any current or former Company Employee, director, consultant, or independent contractor, or individual service provider of Seller (including any dependent or beneficiary thereof) or any other Person (including any Union, works council, or collective bargaining representative or any participant in any Employee Plan (or any dependent or beneficiary thereof)) other than the Parties to this Agreement, (ii) interfere with the rights of Buyer and its Affiliates or Seller and its Affiliates to amend, modify or terminate any benefit or compensation plan, program, policy, agreement or arrangements at any time (to the extent permitted by Applicable Law and subject to Buyer's ongoing obligation to comply with its covenants in Section 6.20(a)), terminate, discharge or discipline any Company Employee, or change the terms of employment or create any right to employment or continued employment of any Company Employee (to the extent permitted by Applicable Law) with Seller and its Affiliates or Buyer and its Affiliates, or (iii) establish, modify or amend any other benefit or compensation plan, program, policy agreement or arrangement.

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Section 6.21 Restrictive Covenants.

(a) For a period of five (5) years after the Closing Date (the "Restricted Period"), Seller hereby covenants and agrees that it shall not (and shall cause its Subsidiaries not to), directly or indirectly (A) attempt to or actually cause, induce or solicit any Company Employee or other individual service provider to the Target Companies as of the Closing Date to terminate such person's employment or other relationship with Buyer or its Affiliates or otherwise interfere with such employment or other relationship, or (B) attempt to or actually hire, retain, employ or otherwise engage, any Company Employee or other individual service provider to the Target Companies as of the Closing Date unless such person's relationship with Buyer and its Affiliates has been terminated at least twelve (12) months prior to any solicitation from Seller and its Affiliates; provided, that, solely with respect to Company Employees that are not then employed in a management or executive-level position, the Restricted Period solely for purposes of this Section 6.21(a) shall terminate two (2) years after the Closing Date. The foregoing prohibitions set forth in clause (A) (but not, for the avoidance of doubt, clause (B)) shall not apply to general solicitations and non-targeted recruiting that are not targeted at any of the foregoing persons.

(b) For a period of two (2) years after the Closing Date, Buyer covenants and agrees that it and the Target Companies shall not, and shall cause their Subsidiaries not to, (A) attempt to or actually cause, induce or solicit any employee of Seller or any of its Subsidiaries that is directly involved in the provision of services to the Target Companies pursuant to the Transition Services Agreement to terminate such person's employment or other relationship with Seller or its Subsidiaries or otherwise interfere with such employment or other relationship, or (B) attempt to or actually hire, retain, employ or otherwise engage, any such individual as an employee unless such person's relationship with Seller or its Subsidiaries has been terminated at least twelve (12) months prior to any solicitation from Buyer or the Target Companies. The foregoing prohibitions set forth in clause (A) (but not, for the avoidance of doubt, clause (B)) shall not apply to general solicitations and non-targeted recruiting that are not targeted at any of the foregoing persons.

(c) During the Restricted Period, as a material inducement for Buyer to enter into this Agreement and to consummate the Contemplated Transactions, Seller hereby covenants and agrees that Seller shall not (and shall cause its Subsidiaries not to), anywhere in Canada, the United States of America, United Kingdom, New Zealand, Mexico, Guatemala, Colombia, Australia, Costa Rica, Panama, Philippines and Ecuador and any other geographical area in which the Business operated during the twelve (12) month period prior to the Closing Date or is actively proposed to be operated (the "Restricted Territory"), (i) participate in, engage in or compete with (or prepare to participate in, engage in or compete with), directly or indirectly, as an owner, employee, consultant or otherwise, any business that competes with the Business in the Restricted Territory (the "Restricted Business") or (ii) solicit or induce or attempt to solicit or induce any customer, distributor, supplier, manufacturer, licensee, sales agent, licensor, broker or other business relation of the Business or the Target Companies with respect to the Business (each, a "Business Relation") to cease or refrain from doing business with, or otherwise modify adversely its relationship with, the Business or the Target Companies or in any way interfere with the relationship (or prospective relationship) between any Business Relation and the Business or the Target Companies. Seller acknowledges that the Restricted Business has

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been conducted or is actively proposed to be conducted throughout the Restricted Territory and that the geographic restrictions set forth above are reasonable and necessary to protect the goodwill of the Business being sold by Seller pursuant to this Agreement. Notwithstanding the foregoing, nothing in Section 6.21(c)(i) shall preclude Seller or any of its Affiliates from (A) owning on a passive basis not more than five percent (5%) of the outstanding Equity Interests of any Person, so long as Seller and the Seller's Affiliates and their respective Representatives have no participation in the management or investment decisions of such corporation, (B) operating the business of content solutions and premedia services or (C) acquiring (pursuant to a purchase of equity or assets, by a merger or otherwise) and, after such acquisition, owning any interest in a Person or business (collectively, an "Acquired Person") that is engaged in a business competitive with the Restricted Business (an "Acquired Competing Business") and operating such Acquired Competing Business if such Acquired Competing Business generated five (5%) or less of such Acquired Person's consolidated annual revenues in the last completed fiscal year of such Acquired Person.

(d) From and after the Closing, Seller shall not, and shall cause its Affiliates and its and their respective Representatives not to, directly or indirectly, make any negative or disparaging statements or communications regarding the Buyer Companies or Investor (or any of their respective direct or indirect Affiliates, equity holders, members, managers, general or limited partners, directors, officers, employees, independent contractors, Representatives, advisors, businesses, products or services). Nothing in this Section 6.21(d) shall prevent Seller or its Affiliates or Representatives from cooperating in good faith with any Order or inquiry from a Governmental Authority or providing truthful testimony pursuant to a legally issued subpoena.

(e) Buyer and Seller, by their respective execution of this Agreement, hereby agrees that this Section 6.21, including the provisions relating to duration, geographical area and scope, is reasonable and necessary to protect and preserve their respective legitimate business interests and the value of the Business and the Seller Business, as applicable, and to prevent an unfair advantage from being conferred on Buyer or Seller. Buyer and Seller agree that, in addition and not in the alternative to any other remedies available, because money damages would not be an adequate remedy for any breach or threatened breach of the provisions of this Section 6.21, Buyer, Seller and their Affiliates shall be entitled to preliminary and permanent injunctive or other equitable relief against any breach or threatened breach by Seller, Buyer or their Affiliates of any covenants contained in this Section 6.21, without having to post bond. Seller further acknowledges that: (i) the value of the Business's and the Target Companies' trade secrets and other Company Proprietary Information arises in part from the fact that such information is not generally known in the marketplace; (ii) the Business's and the Target Companies' trade secrets and other Company Proprietary Information will have continuing vitality after the Closing; (iii) the covenants and other obligations set forth in this Section 6.21 are additional consideration for the agreements of Buyer pursuant to this Agreement and the other Transaction Documents and were a material inducement to Buyer and the Company to enter into this Agreement and the other Transaction Documents, perform its obligations hereunder and thereunder and approve the Contemplated Transactions and Buyer and its Affiliates would not obtain the benefit of the bargain set forth in this Agreement and the other Transaction Documents as

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specifically negotiated by the parties hereto and thereto if Seller or its Affiliates breached the provisions set forth in this Section 6.21; (iv) the restrictions contained in this Section 6.21 are reasonable in all respects and are necessary to protect Buyer's interest in, and the value of, the Business and the Target Companies (including the goodwill inherent therein); (v) Seller and its Affiliates have had such sufficient knowledge of the Business's and the Target Companies' trade secrets and other Company Proprietary Information that, if Seller or its Affiliates were to compete with the Business during the Restricted Period or otherwise violate this Section 6.21, Seller and its Affiliates would cause irreparable harm to Buyer and its Affiliates; and (vi) the restrictive covenants set forth in this Section 6.21 are in addition to, and not in lieu of, any existing or future non-competition, non-solicitation, non-disparagement, confidentiality or other restrictive covenant or similar obligation contained in any other agreement between Seller or its Affiliates or other Related Parties, on the one hand, and Buyer, the Target Companies or any of their Affiliates, on the other hand.

(f) If any provision of this Section 6.21 is held by a court of competent jurisdiction to be invalid or unenforceable by reason of its being excessively broad as to duration, geographical area, scope, activity or subject, for any reason, such provision shall be modified, by limiting and reducing it, so as to be enforceable to the maximum extent allowed by Applicable Law. Buyer and Seller agree that no breach of any provision of this Agreement shall operate to extinguish Buyer's, Seller's or any of their respective Affiliates' obligation to comply with this Section 6.21. For the avoidance of doubt, the provisions of this Section 6.21 will apply to all of the successors and assigns of each Party. Each Affiliate of Buyer (including the Target Companies) is an express third-party beneficiary of this Section 6.21 and shall have the right to enforce this Section 6.21 directly as if such Affiliate were a party to this Agreement.

Section 6.22 Control of Operations.

Nothing in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operations of the Target Companies prior to the Closing Date.

Section 6.23 R&W Insurance Policy.

(a) Buyer may conditionally bind, effective upon the execution of this Agreement or thereafter, a R&W Insurance Policy, in which case Buyer shall deliver a copy of such R&W Insurance Policy to Seller.

(b) All premiums, underwriting costs, brokerage commissions and Taxes related to any R&W Insurance Policy bound by Buyer and other fees, costs and expenses due under or in connection with such R&W Insurance Policy shall be borne by Buyer and Buyer shall bear all other expenses relating to the procurement of such R&W Insurance Policy.

(c) Seller shall, and shall cause its Representatives to, reasonably cooperate with Buyer and its Representatives with respect to Buyer's procurement of the R&W Insurance Policy, including providing, to the extent reasonably available, additional diligence materials or reasonable access to appropriate personnel to address any proposed or conditional exclusions under the R&W Insurance Policy.

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(d) Buyer shall ensure that (i) each final, bound R&W Insurance Policy shall provide that the insurer(s) thereunder shall not be entitled to subrogate and shall waive any rights of subrogation in connection with this Agreement, the Transaction Documents and the Contemplated Transactions, against Seller (or any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of Seller), except in the case of Fraud by Seller (or by any direct or indirect past or present shareholder, member, partner, stockholder, employee, director or officer (or the functional equivalent of any such position) of Seller) (the "Subrogation Waiver") and (ii) Seller shall be named as a third party beneficiary of the Subrogation Waiver. From and after the date hereof, without Seller's prior consent (which may be withheld for any reason in the sole discretion of Seller), Buyer shall not (and shall cause its Affiliates not to), amend, modify, terminate or waive the Subrogation Waiver or any provision set forth in any R&W Insurance Policy in a manner that would be (i) inconsistent with the Subrogation Waiver, (ii) otherwise be adverse in any material respect to Seller, or (iii) increase the potential financial liability of Seller. Seller acknowledges and agrees that the draft of the R&W Insurance Policy made available to Seller on or prior to the Agreement Date satisfies in full all of the requirements of this Section 6.23(d).

Section 6.24 Transferred Information.

(a) Each Party agrees that the Personal Data disclosed or conveyed from or on behalf of either Party to the other Party or its Affiliates (the "Transferred Information") is necessary to carry out and complete the Contemplated Transactions.

(b) Each Party covenants to comply with, and to ensure its Affiliates comply with, Applicable Laws in connection with their Processing of Transferred Information hereunder. Without limiting the generality of the foregoing, Buyer covenants and agrees that, up to and including the Closing of the Contemplated Transactions, to the extent required by Applicable Law, it will: (A) use and disclose the Transferred Information solely for purposes that relate to the Contemplated Transactions, (B) protect the Transferred Information by security safeguards appropriate to the sensitivity of such information, (C) not disclose the information without the consent of the person concerned to anyone other than its professional advisors for purposes related to the Contemplated Transactions, unless otherwise authorized by Applicable Law and (D) if the Contemplated Transactions do not proceed, return the Transferred Information to Seller, or destroy it, within a reasonable time period.

(c) Without limiting Buyer's obligations with respect to any Transferred Information that, following the Closing, remains in the custody, control or possession of Buyer or a Buyer Affiliate that is not a Target Company, which Transferred Information remains subject to this Section 6.24, the Parties acknowledge and agree that, following the Closing, Personal Data that remains in the custody, control and possession of the Target Companies is not Transferred Information and is not subject to this Section 6.24.

Section 6.25 Insurance Matters.

From and after the Closing, any Buyer Company may make an insurance claim (to the extent that coverage exists when such claim is made) for any event or losses caused by, arising from or relating

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to the operation of the Business that arose or occurred prior to Closing (each, an "Insurance Claim") under the appropriate occurrence-based and, to the extent relating to pre-Closing matters, claims-made liability insurance policies of Seller and its Affiliates (each, a "Seller Insurance Policy") that covered the Business or the Target Companies at the time of such event or loss. For the purpose of making such Insurance Claim, and upon the request of any Buyer Company, Seller will, and will cause its Affiliates to, use commercially reasonable efforts to (a) cooperate with such Buyer Company by providing information reasonably requested by such Buyer Company regarding the Seller Insurance Policy coverage, (b) make the Insurance Claim on behalf of such Buyer Company if such Buyer Company is not entitled to make such Insurance Claim directly under such Seller Insurance Policy and (c) assist the Buyer Companies in the collection of proceeds in respect of such Insurance Claims. If Seller or its Affiliates receive insurance proceeds in respect of any such Insurance Claim, Seller will promptly remit or cause to be remitted such proceeds to Buyer or its designee(s). Buyer will (x) have the right to control the investigation, defense and settlement of claims submitted for the benefit of the Buyer Companies for coverage pursuant to this Section 6.25, at Buyer's expense and (y) be responsible for the incremental out-of-pocket costs in respect of any tail coverage for a claims made Seller Insurance Policy that is requested by Buyer.

Section 6.26 Litigation Support.

From and after the Closing until the second anniversary of the Closing Date, in the event that and for so long as any Party or any of its Affiliates is prosecuting, contesting, defending or otherwise involved in any Proceeding by a third party in connection with (a) the Contemplated Transactions or (b) any fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act or transaction relating to, in connection with or arising from the Business or the Target Companies (in the case of each of the clauses (a) and (b), other than (i) any such Proceeding or dispute between the Parties or (ii) any Proceeding or dispute unrelated to the Business), a Party that is so requested by the other Party shall, and shall cause its Affiliates and its and their respective officers and employees to, at the requesting Party's sole cost and expense, reasonably cooperate with the requesting Party, its Affiliates and their counsel in such prosecution, contest, defense or other involvement, including making available its personnel and providing such testimony and access to its books and records as shall be reasonably necessary in connection with such prosecution, contest or defense.

Section 6.27 D&O Tail Policy.

At or prior to the Closing, Seller shall, or shall cause its Affiliates to, purchase and maintain in effect for a period of six (6) years thereafter a tail policy to the current policy of directors' and officers' liability, employment practices liability and fiduciary insurance maintained by Seller and its Affiliates, with respect to claims arising from facts or events that occurred before the Closing with respect to the Business and the Target Companies and which tail policy shall contain substantially the same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by such current policy (collectively, the "Tail Policies"). Seller shall not terminate any Tail Policy or amend any Tail Policy in a manner adverse to the Persons covered thereby during such six (6) year period. Seller shall be responsible for any and all premiums, Taxes, fees, costs and expenses associated with obtaining the Tail Policies.

Section 6.28 Seller Business.

Seller acknowledges and agrees that: (a) Seller and its Affiliates (other than the Target Companies) are retaining the Seller Business; (b) none of the liabilities or other obligations of the Seller Business are intended to, or shall, transfer to or be assumed by the Buyer Companies or any other Person pursuant to any of the Transaction Documents or otherwise; and (c) therefore,

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Seller and its Affiliates (other than the Target Companies) shall be responsible for all liabilities and other obligations of the Seller Business from and after the Closing.

Section 6.29 Replacement Guarantees.

From and after the Agreement Date, the Parties shall use commercially reasonable efforts to substitute Buyer or its Subsidiaries for Seller and its Affiliates (other than the Target Companies) under each of those certain guaranties of Real Property Leases listed on Exhibit D (the "Guarantees") or to cause a new guarantee, letter of credit, bond, cash deposit, or other financial assurance (each, a "Replacement Guarantee"), as the case may be, to be issued in replacement of those Guaranties, in each case, effective as of the Closing, and to cause Seller and its Affiliates (other than the Target Companies) to be released from the Guaranties, in each case, effective as of the Closing, and each Party shall reasonably cooperate with the other Party in such endeavor to the extent requested by such other Party. If a Replacement Guarantee has not been issued for any such Guaranties prior to Closing and/or if Seller and its Affiliates (other than the Target Companies) have not been released from the Guaranties, in each case, effective as of the Closing, then the Parties shall continue to use commercially reasonable efforts to obtain such Replacement Guarantees and releases as promptly as practicable following the Closing, and each Party shall reasonably cooperate with the other Party in such endeavor to the extent requested by such other Party. From and after Closing until a Replacement Guarantee is obtained with respect to the applicable Real Property Lease and Seller and its Affiliates (other than the Target Companies) are released from the Guaranties, in each case, effective as of the Closing, Buyer shall absolutely, unconditionally and irrevocably indemnify and keep indemnified and hold harmless and pay to each of the guarantors under the applicable Guaranties (other than the Target Companies) fully at all times on first written demand from and against any and all Damages suffered or incurred by such guarantors arising out of any claim in any way whatsoever under or in connection with, or the performance or non-performance of such Persons' obligations or the exercise of its rights under, the applicable Guaranties. As to each of the Guaranties, the obligations of Buyer under this Section 6.29 with respect to such Guaranties shall automatically terminate at such time as a Replacement Guarantee is obtained with respect thereto and Seller and its Affiliates (other than the Target Companies) are released from such Guarantee effective as of the Closing. Nothing in this Section 6.29 shall require Seller, Seller's Affiliates, Buyer or the Target Companies to grant any additional consideration or accommodation (financial or otherwise) to any third-party, commence any Proceeding, provide security or incur any additional costs in connection with its pursuit of any Replacement Guarantee.

Section 6.30 Specified Liens.

If Final Closing Indebtedness includes any amount in respect of a Specified Lien and, following the Closing, it is finally determined that the Target Companies are not liable for all or a portion of such amount and all liens in respect thereof have been released and terminated, then Buyer shall promptly pay, or cause to be paid, to Seller the portion of such amount for which the Target Companies are not liable, net of any fees, costs or expenses incurred by Buyer or the Target Companies in connection with contesting such amount and releasing and terminating such liens. Seller shall have the right, on delivery of written notice to Buyer, to direct the process by which the Target Companies seek to procure the release and termination of the Specified Liens, at the sole cost and expense of Seller, with counsel of Seller's choice; provided, that (a) the Target Companies and Buyer may reasonably participate in such process and shall provide such cooperation as is reasonably requested by Seller, (b) Seller shall consider in good faith the reasonable recommendations of Buyer in connection therewith and shall not, without the prior written consent of Buyer, take any action that would reasonably be expected to have an adverse effect on the Target Companies or the Business or their relationships with Governmental Authorities or other relations, (c) Seller shall keep Buyer reasonably apprised of the status of each Specified Lien and any material developments relating thereto and (d) each Party shall promptly furnish to the other Party all information regarding the Specified Liens that

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is reasonably requested by such Party. If Seller does not elect to direct the process by which the Target Companies seek to procure the release and termination of the Specified Liens, then (x) Buyer shall use commercially reasonable efforts to procure the release and termination of the Specified Liens and (y) Buyer shall, promptly upon request by Seller, keep Seller reasonably apprised of the status of each Specified Lien and any material developments relating thereto. This Section 6.30 shall automatically terminate eighteen (18) months following the Closing Date.

Section 6.31 Long Term VAT Receivables.

For a period of four (4) years following the Closing Date, Buyer shall pay or cause to be paid to Seller the amount of any Long Term VAT Receivables actually collected in cash by the Target Companies if, as, when and to the extent received by the Target Companies during such four (4) year period and only to the extent Seller and its Subsidiaries have not collected any such amount prior to the Closing and have not been taken into account in the determination of the Net Working Capital or Indebtedness for purposes of the Final Adjusted Purchase Price, net of any reasonable out-of-pocket fees, costs, expenses and Taxes incurred by the Buyer Companies or any of their Affiliates in collecting such amounts (including any such fees, costs and expense incurred in connection with any appeal or other Proceeding related to the Long Term VAT Receivables). Nothing in this Section 6.31 shall require any Buyer Company to grant any additional consideration or accommodation (financial or otherwise) to any third-party, commence any Proceeding, provide security or incur any additional costs in connection with the collection of any Long Term VAT Receivables (except for costs paid or promptly reimbursed by Seller).

Section 6.32 Banaplast Holdback.

Seller shall pay or cause to be paid to Buyer the amount of any holdback payment required to be paid pursuant to that certain Purchase and Sale Agreement, dated June 10, 2022, by and among Angela Maria Jaramillo Botero, Transcontinental Printing 2007 Inc. and Juan Carlos Fajardo (as amended and supplemented from time to time) (the "Banaplast Holdback"). In the event that Buyer incurs any fees, costs or expenses, including reasonable attorney's fees, in connection with the Banaplast Holdback payment, Seller shall promptly reimburse Buyer for all such fees, costs and expenses in addition to the amount of the Banaplast Holdback payment.

ARTICLE VII. CONDITIONS TO CLOSING

Section 7.01 Conditions to Obligations of Each Party.

The obligations of Seller and Buyer to consummate the Closing are subject to the satisfaction (or the waiver by each of Seller and Buyer, as the case may be, in their respective sole and absolute discretion and to the extent permitted by Applicable Law) of the following conditions:

(a) the Required Regulatory Approvals shall have been obtained and be in full force and effect;

(b) the Requisite Company Vote shall have been obtained in accordance with Applicable Laws and the Organizational Documents of Seller; and

(c) there shall not be in effect an Order entered by a Governmental Authority, or Applicable Law enacted, promulgated entered or enforced, that enjoins, prevents, or makes illegal the consummation of the Contemplated Transactions.

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Section 7.02 Conditions to Obligation of Buyer.

The obligation of Buyer to consummate the Closing is subject to the satisfaction (or the waiver by Buyer in its sole and absolute discretion to the extent permitted by Applicable Law) of the following further conditions:

(a) Seller shall have performed and complied with, in all material respects, those covenants and other obligations under this Agreement that are required to be performed or complied with by Seller at or prior to the Closing;

(b) (i) the representations and warranties set forth in Section 4.03 (Capital Structure of the Target Companies) shall be true and correct in all but de minimis respects at and as of the date hereof and the Closing Date as if made as of and on the Closing Date, (ii) each of the Fundamental Representations shall be true and correct in all material respects at and as of the date hereof and the Closing Date as if made as of and on the Closing Date (except that those Fundamental Representations that by their express terms are made as of a specific date shall be required to be true and correct in all material respects only as of such date), and (iii) each of the representations and warranties of Seller (other than the representations and warranties set forth in Section 4.03 (Capital Structure of the Target Companies) and the Fundamental Representations) contained in this Agreement shall be true and correct at and as of the date hereof and the Closing Date as if made as of and on the Closing Date (except that those representations and warranties that by their express terms are made as of a specific date shall be required to be true and correct only as of such date), in each case (with respect to this clause (iii) only) except where the failure of such representations and warranties to be true and correct has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided, however, that, for purposes of determining the accuracy of such representations and warranties described in clauses (i)-(iii), all "material", "Material Adverse Effect" and other materiality and similar qualifications contained in such representations and warranties (other than the term "Material Contracts" and the representations and warranties set forth in Section 4.08(a)(i)) shall be disregarded;

(d) Buyer shall have received a certificate signed by a duly authorized officer of Seller, in a form and substance reasonably satisfactory to Buyer, with respect to the matters set forth in Section 7.02(a), Section 7.02(b) and Section 7.02(c);

(e) Seller shall have completed the Pre-Closing Reorganization in accordance with its terms and provided to Buyer fully executed copies of each Contract, instrument and other document necessary to effectuate the Pre-Closing Reorganization; and

(f) Seller shall have made all deliveries and taken all actions required by Section 3.02(a); provided, however, that Closing shall not be delayed solely for a failure to provide all of the deliverables set forth in Section 3.02(a)(x) if (and only if) (i) the New Benefit Plans that have been established as of the Closing fully comply with the requirements of the Labour Agreement between Transcontinental Flexstar Inc. and Public and Private Workers of Canada Local 5 for the period of April 4, 2021 to April 3, 2026, (ii) Seller shall have performed

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and complied with, in all material respects, the covenants and other obligations under this Agreement with respect to providing all of the deliverables set forth in Section 3.02(a)(x) and (iii) Seller agrees to use commercially reasonable efforts to (A) establish all remaining New Benefit Plans as promptly as practicable following the Closing and (B) provide such transition support as is reasonably requested by Purchaser to mitigate any adverse impact to Purchaser resulting from the failure of such New Benefit Plans to be established at Closing.

Section 7.03 Conditions to Obligation of Seller.

The obligation of Seller to consummate the Closing is subject to the satisfaction (or the waiver by Seller in its sole and absolute discretion to the extent permitted by Applicable Law) of the following further conditions:

(a) Buyer shall have performed and complied with, in all material respects, those covenants and other obligations under this Agreement that are required to be performed or complied with by it at or prior to the Closing;

(b) the representations and warranties of Buyer contained in this Agreement shall be true and correct in all material respects at and as of the date hereof and the Closing Date as if made as of and on the Closing Date (except that those representations and warranties which by their terms are made as of a specific date shall be required to be true and correct only as of such date); provided, however, that, for purposes of determining the accuracy of such representations and warranties all "Material Adverse Effect" and other materiality and similar qualifications limiting the scope of such representations and warranties shall be disregarded;

(c) Seller shall have received a certificate signed by a duly authorized officer of Buyer, in a form and substance reasonably satisfactory to Seller, with respect to the matters set forth in Section 7.03(a) and Section 7.03(b); and

(d) Buyer shall have made all deliveries and taken all actions required by Section 3.02(b).

ARTICLE VIII. NON-SURVIVAL; NON-RECOURSE; INDEMNIFICATION

Section 8.01 Non-Survival.

The representations and warranties, covenants and other obligations contained in this Agreement or in any schedule, certificate or other instrument delivered pursuant to this Agreement shall terminate at the Closing, except that this Section 8.01 shall not limit any covenant or other obligation of the Parties that by its terms contemplates performance or compliance after the Closing, which shall survive the Closing in accordance with its terms until such covenant or other obligation has been performed or complied with. The Parties, on their own behalf and on behalf of the other Buyer Related Parties and Seller Related Parties (as applicable), acknowledge and agree that no Buyer Related Party or Seller Related Party may avoid any limitation on liability set forth herein by (x) seeking damages for breach of contract, tort, or pursuant to any other theory of liability or asserting any claim against the other Party or its Affiliates or Representatives for conspiracy, aiding or abetting or other theory of liability with respect to a claim that may be asserted against a party to this Agreement or any Transaction Document, all of which are hereby irrevocably waived or (y) asserting or threatening any claim against any Person that is not a party (or a successor to a party) for breaches of the

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representations, warranties, covenants, or agreements contained in this Agreement or any Transaction Document. Except (I) to the extent that a covenant or other obligation of the Parties specifically contemplates performance or compliance after the Closing or termination of this Agreement or any Transaction Document, (II) for claims for specific performance or other equitable relief under Section 10.14 or the applicable provisions of any other Transaction Document and (III) for claims or remedies for Fraud, after the Closing, each Party shall have no recourse against the other Party, its Affiliates or their respective Representatives for any claims or losses whatsoever arising out of any representation and warranty, covenant or other obligation of such other Party contained in this Agreement or any other Transaction Document (or in any schedule, certificate or other instrument expressly required to be delivered hereunder or thereunder), including any claims or losses arising out of any breach thereof; it being understood that nothing in this Agreement shall, or is intended to limit, restrain, prohibit or waive the ability of Buyer and its Affiliates (including the Target Companies following the Closing) to make a claim under the R&W Insurance Policy, which shall be the sole recourse of Buyer and its Affiliates following the Closing for breaches of Article IV (except in the case of Fraud). Each Party further covenants and agrees that it will not, and will cause its Affiliates not to, take any action inconsistent with this (including commencing any Proceeding in respect of, or directly or indirectly transferring to another Person, any Released Claim). This Section 8.01 shall survive the Closing, is intended for the benefit of and may be enforced directly by each of the Seller Related Parties and Buyer Related Parties and is binding on all successors and assigns of the Parties.

Section 8.02 Non-Recourse.

This Agreement may only be enforced against the Parties (or their successors and permitted assigns) and solely in their capacities as such, and any claim or suit or cause of action based upon, arising out of, or related to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation and warranty made in or in connection with this Agreement or any such other agreement or contract or as an inducement to enter into this Agreement or any such other agreement or contract), whether in contract or in tort, in law or in equity or otherwise, may only be brought against such expressly named parties to this Agreement (or their successors and permitted assigns), and then only with respect to the specific obligations set forth herein or therein with respect to the named parties to this Agreement (or their successors and permitted assigns) (in all cases, as limited by the provisions of this Article VIII) (in all cases, as limited by the provisions set forth therein). Without limiting the generality of the foregoing and except as with respect to Fraud, no Person who is not a Party (or their successors and permitted assigns), as applicable, including any past, present or future Representative of Buyer, the Target Companies, Seller or any of their respective Affiliates (the "Non-Recourse Parties"), will have or be subject to any liability or indemnification obligation (whether in contract or in tort, in law or in equity, based upon any theory that seeks to impose liability of an entity party against its owners or affiliates, or otherwise) to a Party or any other Person resulting from (nor will either Party or any other Person have any claim with respect to) (a) with respect to Seller's and the Target Companies' Non-Recourse Parties, the distribution to Buyer, or Buyer's use of, or reliance on, any information, documents, projections, forecasts or other material made available to Buyer in the Dataroom, information memorandum, management presentations or in any other form, including meetings, calls or correspondence with management of any Target Company or Seller or their respective Affiliates or Representatives and whether delivered to or made available prior to or after the Agreement Date in expectation of, or in connection with, the Contemplated Transactions, (b) any claim based on, in respect of, or by reason of, the sale and purchase of the Business or the Purchased Shares, including any alleged non-disclosure or misrepresentations made by any such Persons, or (c) for any obligations or liabilities otherwise arising under, in connection with or related to this Agreement or any other agreement or contract entered into in connection herewith (as the case may be) or for any claim based on, in respect of, or by reason of this Agreement or any such other agreement or contract (as the case may be) or the negotiation or execution thereof or thereof, in each case, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise; and each

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party irrevocably waives and releases all such liabilities and obligations against any such Persons. In no event shall any Person be liable for the Fraud of any other Person.

Section 8.03 Fraud. Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, nothing in this Agreement or any other Transaction Document shall limit or otherwise restrict the ability of Buyer or any of its Affiliates to assert any claim for Fraud and, if such claim is successful, recover losses with respect thereto.

ARTICLE IX. TERMINATION

Section 9.01 Termination.

This Agreement may be terminated at any time prior to the Closing, whether before or after the time the Requisite Company Vote is obtained (except as otherwise provided herein):

(a) by mutual written agreement of Seller and Buyer;

(b) by Seller or Buyer:

(i) if the Closing shall not have been consummated by the Outside Date; provided that neither Seller nor Buyer may terminate this Agreement pursuant to this Section 9.01(b)(i) if such Party's breach or failure to perform or comply with any covenant or obligation shall have been the principal cause of, or resulted in, the failure of the Closing to occur by the Outside Date or if such Party is in material breach of this Agreement at the time of such purported termination;

(ii) if a Governmental Authority shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the Contemplated Transactions and such Order or other action shall have become final and non-appealable; or

(iii) if the Company Shareholders Meeting shall have been held and completed and the Requisite Company Vote shall not have been obtained at such Company Shareholders Meeting or any adjournment or postponement thereof.

(i) at any time prior to the time the Requisite Company Vote is obtained, if (A) the Board authorizes the Seller, in compliance with Section 6.04, to enter into a binding definitive Alternative Acquisition Agreement that the Board has determined in good faith constitutes a Superior Proposal, (B) concurrently with the termination of this Agreement, in compliance with Section 6.04, Seller enters into such binding definitive Alternative Acquisition Agreement with respect to such Superior Proposal, and (C) Seller immediately prior to or concurrently with such termination pays Buyer in immediately available funds any fees and costs required to be paid pursuant to Section 9.03 (including the Company Termination Fee);

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(ii) in the event of a breach by Buyer of any representation and warranty or failure to perform or comply with any covenant or other obligation of Buyer contained in this Agreement, where the effect of such breach or failure would be to cause the conditions to Seller's obligation to consummate the Closing not to be satisfied (or not to be capable of satisfaction) if such conditions were measured at the time of such breach or failure, and such breach or failure is not cured (if capable of being cured) by Buyer within twenty (20) days of receiving written notice from Seller of the breach or alleged breach (or, if earlier, by the Outside Date), which written notice shall state that unless such breach is cured in accordance with this Section 9.01(c)(ii), Seller intends to terminate this Agreement; provided that the right to terminate this Agreement under this Section 9.01(c)(ii) shall not be available to Seller if Seller is then in breach of any representation and warranty or has failed to perform or comply with any covenant or other obligation of Seller contained in this Agreement, where the effect of such breach or failure would be to cause the conditions to Buyer's obligation to consummate the Closing not to be satisfied (or not to be capable of satisfaction) if such conditions were measured at the time of such termination; or

(iii) if (A) all of the conditions set forth in Section 7.01 and Section 7.02 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the actual satisfaction of such conditions at the Closing) have been satisfied or waived (to the extent permitted by Applicable Law) at the time the Closing is required to occur; (B) Seller has irrevocably confirmed to Buyer in writing that the conditions set forth in Section 7.01 and Section 7.03 have been satisfied or that Seller will waive any such unsatisfied conditions (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the actual satisfaction of such conditions at the Closing); (C) Buyer fails to consummate the Closing by the date required pursuant to Section 3.01; (D) Seller has confirmed in writing that Seller is ready, willing and able to consummate the Closing within three (3) Business Days following the date of such notice; and (E) Buyer fails to consummate the Closing within three (3) Business Days following the date of such notice; provided that, during such three (3) Business Day period, no Party shall be entitled to terminate this Agreement pursuant to this Section 9.01(c);

(d) by Buyer:

(i) at any time prior to the time the Requisite Company Vote is obtained, if the Board shall have made a Company Change in Recommendation; or

(ii) in the event of a breach by Seller of any representation and warranty or failure to perform or comply with any covenant or other obligation of Seller contained in this Agreement, where the effect of such breach would be to cause the conditions to Buyer's obligation to consummate the Closing not to be satisfied (or not to be capable of satisfaction) if such conditions were measured at the time of such breach or failure, and such breach is not cured (if capable of being cured) by Seller within

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twenty (20) days of receiving written notice from Buyer of the breach or alleged breach (or, if earlier, by the Outside Date), which written notice shall state that unless such breach is cured in accordance with this Section 9.01(d)(ii), Buyer intends to terminate this Agreement; provided that the right to terminate this Agreement under this Section 9.01(d)(ii) shall not be available to Buyer if Buyer is then in breach of any representation and warranty or has failed to perform or comply with any covenant or other obligation of Buyer contained in this Agreement, where the effect of such breach or failure would be to cause the conditions to Seller's obligation to consummate the Closing not to be satisfied (or not to be capable of satisfaction) if such conditions were measured at the time of such termination.

Section 9.02 Notice of Termination.

Any Party desiring to terminate this Agreement pursuant to Section 9.01(b), Section 9.01(c) or Section 9.01(d) shall give written notice of such termination to the other Party.

Section 9.03 Effect of Termination.

(a) In the event of a valid termination of this Agreement in accordance with its terms pursuant to Section 9.01, this Agreement shall become void and of no further effect with no liability to any Person on the part of any Party (or of any of its Representatives or Affiliates); provided, however, and notwithstanding anything to the contrary set forth in this Agreement, that in the event of termination of this Agreement in accordance with its terms (i) no such termination shall relieve Seller from any liability to pay the Company Termination Fee or Buyer from any liability to pay the Buyer Termination Fee pursuant to this Section 9.03 if and when due in accordance with the provisions thereof, (ii) Seller shall not be relieved or released from liability for any material breach of this Agreement or for Fraud and (iii) the provisions set forth in this Section 9.03, Section 6.10 (Confidentiality) and Article X (Miscellaneous) (to the extent applicable) and the Confidentiality and Clean Team Agreements shall survive any such termination and shall operate in accordance with their terms. Prior to a valid termination of this Agreement, nothing in this Section 9.03 shall limit any Party from exercising any rights or remedies it may have under Section 10.14.

(b) In the event that this Agreement is terminated by (i) Buyer pursuant to Section 9.01(d)(i), (ii) Seller pursuant to Section 9.01(c)(i) or (iii) by either Party pursuant to Section 9.01(b)(iii), then Seller shall promptly (but in no event later than three (3) Business Days after the date of such termination or, in the case of a termination by Seller pursuant to Section 9.01(c)(i), immediately prior to or concurrently with such termination), pay Buyer (or, at Buyer's direction, an Affiliate of Buyer) the Company Termination Fee (as defined below). Furthermore, in the event that (X) this Agreement is terminated by (1) Buyer pursuant to Section 9.01(d)(ii) or (2) either Party pursuant to Section 9.01(b)(i), (Y) an Acquisition Proposal (whether or not conditional) shall have been received by the Seller or its Representatives or otherwise made publicly or otherwise to the Shareholders by any Person, or any Person shall have publicly proposed or announced an intention (whether or not conditional) to make an Acquisition Proposal, in any case, after the date of this Agreement and prior to such termination and (Z) at any time on or prior to the twelve (12) month anniversary of such termination, Seller enters into a definitive agreement with respect to any

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transaction included within the definition of Acquisition Proposal that is subsequently consummated, then Seller shall pay Buyer (or, at Buyer's direction, an Affiliate of Buyer) the Company Termination Fee, upon the consummation of such transaction; provided, that solely for the purposes of this Section 9.03(b)(Z), all references in the definition of Acquisition Proposal to "twenty percent (20%)" shall instead be references to "fifty percent (50%)." In no event shall Seller be required to pay the Company Termination Fee on more than one occasion or pay any such amount that has already been paid or satisfied by another Person (i.e., there shall not be any duplicative recovery of any such amount). The term "Company Termination Fee" shall mean sixty-seven million, nine hundred fifty thousand Dollars ($67,950,000). Any Company Termination Fee paid to Buyer pursuant to this Agreement shall be paid by wire transfer of immediately available funds to an account or accounts designated in writing by Buyer to Seller for such purpose. The Parties hereby acknowledge that in the event that the Company Termination Fee is paid by Seller pursuant to this Section 9.03, the Company Termination Fee and any Collection Costs shall be Buyer's sole and exclusive remedy for monetary damages under this Agreement. Seller irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive.

(c) In the event that this Agreement is validly terminated (i) by Seller pursuant to Section 9.01(c)(ii) or Section 9.01(c)(iii); or (ii) by Buyer or Seller pursuant to Section 9.01(b)(i) in circumstances where, at the time of such termination, this Agreement could have been validly terminated by Seller pursuant to Section 9.01(c)(ii) or Section 9.01(c)(iii), in the case of Section 9.01(c)(ii), without giving effect to any notice or cure provisions with respect thereto, then in each case Buyer shall promptly, but in no event later than three (3) Business Days after the date of such termination, pay or cause to be paid to Seller, by wire transfer of immediately available funds to the account or accounts designated in writing by Seller, an amount equal to sixty-seven million, nine hundred fifty thousand Dollars ($67,950,000) (the "Buyer Termination Fee"), it being understood that in no event shall Buyer be required to pay the Buyer Termination Fee on more than one occasion or pay any such amount that has already been paid or satisfied by another Person (i.e., there shall not be any duplicative recovery of any such amount). The Parties hereby acknowledge that in the event that the Buyer Termination Fee is paid by Buyer pursuant to this Section 9.03, the Buyer Termination Fee and any Collection Costs shall be the Seller Related Parties' sole and exclusive remedy for any damages suffered by any Seller Related Party and the Target Companies as a result of the failure of the Closing to occur or for any breach or failure to perform hereunder or under any other Transaction Document, or any inaccuracy of any representation or warranty herein or therein, and none of Buyer and its Affiliates and Representatives shall have any further liability or obligation relating to or arising out of this Agreement, or under any other Transaction Document, or the Contemplated Transactions and nothing in this Section 9.03(c) shall in any way limit or modify the rights of Buyer and its Affiliates under the Debt Commitment Letter or the Preferred Equity Commitment Letter or the obligations of the Debt Financing Parties or the Preferred Equity Financing Source under the Debt Commitment Letter or the Preferred Equity Commitment Letter, and Seller (on behalf of itself and each Seller Related Party) waives any such other remedy; provided, however, that nothing in this Section 9.03(c) shall restrict Seller's entitlement to seek and obtain specific performance as and to the extent permitted by Section 10.14 prior to termination of this Agreement; provided, further, that in no event shall Seller be entitled to

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both: (I) the payment of the Buyer Termination Fee; and (II) the grant of specific performance of Buyer's obligation to consummate the Closing so long as the Closing, as contemplated by this Agreement, occurs in accordance with the terms of this Agreement. Seller irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive.

(d) Each of the Parties acknowledges and agrees that the agreements contained in this Section 9.03 are an integral part of this Agreement, and that without these agreements, the other Party would not enter into this Agreement and that any amounts payable pursuant to this Section 9.03 do not constitute a penalty, and Seller acknowledges and agrees that without these agreements Buyer would not enter into this Agreement, and that the amounts set out in this Section 9.03 represent liquidated damages which are genuine pre-estimates of the damages, including opportunity costs, which Seller or Buyer, as applicable, would suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, which damages would otherwise be uncertain and incapable of accurate determination and are paid as compensation for the disposition of the applicable Party's rights under this Agreement. Accordingly, if any Party commences a legal action pursuant to this Section 9.03 that results in a final judgment, the non-prevailing Party in such legal action (as determined by the applicable adjudicating body) shall pay to the prevailing Party the prevailing Party's reasonable and documented out-of-pocket costs and expenses (including attorneys' fees) in connection with such legal action ("Collection Costs"); provided, that in no event shall a Party be required to pay Collection Costs in excess of $2,500,000 in the aggregate.

ARTICLE X. MISCELLANEOUS

Section 10.01 Notices.

All notices, requests and other communications to any Party hereunder shall be in writing and shall be given (a) by hand, (b) by overnight courier service, (c) by certified or registered mail, return receipt requested or (d) by email:

(i) if to Seller:

1 Place Ville Marie, Suite 3240

Montréal, Québec H3B 0G1

Attention: [redacted]

Email: [redacted]

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

Stikeman Elliott LLP

1155 Rene-Levesque Boulevard West, 41st Floor

Montreal, Quebec H3B 2V2

Attention: [redacted]

Email: [redacted]

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

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Morgan, Lewis & Bockius LLP
2222 Market Street
Philadelphia, PA 19103

Attention: [redacted]
E-mail: [redacted]

(ii) if to Buyer:

ProAmpac Holdings Inc.
12025 Tricon Road
Cincinnati, Ohio 45246
Attn: [redacted]
Email: [redacted]

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

PPC Investment Partners LP
110 North Wacker Drive, Suite 4400
Chicago, IL 60606
Attention: [redacted]
Email: [redacted]

and

Kirkland & Ellis LLP
333 West Wolf Point Plaza
Chicago, IL 60654
Attention: [redacted]
Email: [redacted]

or to such other address or email address and with such other copies, as a Party may hereafter specify for such purpose by notice in writing to the other Parties. Each such notice, request or other communication shall be effective (A) on the day delivered when delivered personally against receipt, (B) on the next Business Day when sent by overnight courier, or (C) on the day sent by email transmission (provided that, in the case of email transmission, that no automated notice of delivery failure is received by the sender).

Section 10.02 Amendments; Waivers.

(a) This Agreement may be amended or waived, and any provision of this Agreement may be amended or waived, if, and only if, such amendment or waiver, as the case may be, is in writing and signed, in the case of an amendment, by Seller and Buyer, or in the case of a waiver, by the Party against whom the waiver is to be effective; provided that none of the Lender Protective Provisions (or any other provision of this Agreement, the amendment, modification, or waiver of which has the effect of modifying such provisions) may be amended, modified or waived in a manner that is materially adverse to the Debt Financing Parties or the Preferred Equity Financing Source. The approval of this Agreement by the Shareholders shall not restrict the ability of the Board to cause Seller to terminate this Agreement in accordance with Section 9.01 or to cause Seller to enter into an amendment to this Agreement pursuant to this Section 10.02 to the extent permitted under applicable Canadian Laws.

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(b) No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any term, covenant or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but only by a written notice signed by such Party expressly waiving such term or condition. The waiver by any Party of a breach of any provision hereunder shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereunder.

Section 10.03 Expenses.

Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with the preparation and negotiation of this Agreement and the Contemplated Transactions shall be paid by the Party incurring such cost or expense.

Section 10.04 Successors and Assigns.

The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. No Party may assign, delegate or otherwise transfer, directly or indirectly, in whole or in part, any of its rights, liabilities or other obligations under this Agreement without the prior written consent of the other Party; provided that, Seller may assign its rights under this Agreement without the prior written consent of Buyer (a) to any Affiliate of Seller (provided that any such assignment prior to the Closing shall require the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed) or (b) after the Closing to any Person in connection with the transfer or sale of all or substantially all of the assets or business of Seller; provided, further, that Buyer may, without the prior consent of Seller, (i) assign this Agreement, in whole or in part, to any Buyer Entity to the extent necessary or desirable to consummate the transactions contemplated by Section 2.01 (in which case, the applicable Buyer Entity shall execute a joinder to this Agreement in a form reasonably satisfactory to Seller pursuant to which such Buyer Entity agrees to be bound by the terms of this Agreement applicable to such Buyer Entity, and provided that such joinder shall not release Buyer of its liabilities or obligations hereunder), (ii) assign this Agreement, in whole or in part, to any Affiliate of Buyer that is not a Buyer Entity (provided that any such assignment prior to the Closing shall require the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed), (iii) make a collateral assignment of all or part of its rights under this Agreement to any Debt Financing Party (or agent therefor), (iv) after the Closing, assign this Agreement, in whole or in part, to any Person in connection with the transfer or sale of all or substantially all of the assets or business of any business unit or division of Buyer or its Affiliates to which this Agreement relates or (v) after the Closing, assign this Agreement to the insurers under the R&W Insurance Policy pursuant to the subrogation provisions thereof. No such assignment shall relieve Seller or Buyer, as applicable, of their liabilities or other obligations hereunder. Any attempted assignment, delegation or transfer in violation of this Section 10.04 shall be void.

Section 10.05 Entire Agreement.

This Agreement and the other Transaction Documents, together with the Confidentiality and Clean Team Agreements, constitute the entire agreement among the Parties and their Affiliates, with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both written and oral, among the Parties and their Affiliates with respect to the subject matter thereof. The Parties have voluntarily agreed to define their rights, liabilities, and obligations respecting the sale and purchase of the Business exclusively in contract pursuant to the express terms and provisions of this Agreement, and the Parties expressly disclaim that they are owed any duties or are entitled to any remedies not expressly set forth in this Agreement and the other Transaction Documents. The Parties

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hereby acknowledge that this Agreement embodies the justifiable expectations of sophisticated parties derived from arm's-length negotiations; all Parties specifically acknowledge that no Party has any special relationship with another Party that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm's-length transaction.

Section 10.06 Release.

Effective as of the Closing, each of Buyer and Seller, on its own behalf and on behalf of each of its respective Affiliates, successors and assigns (each and as applicable, a "Releasing Person"), hereby fully and unconditionally releases, acquits and forever discharges (a) in the case of Buyer, Seller and its Affiliates and their respective successors and assigns and Representatives (each a "Seller Released Person") solely in such Seller Released Person's capacity as an equityholder of the Target Companies from all debts, Proceedings, costs, expenses, torts, damages, offsets, judgments and liabilities whatsoever, of every name and nature, whether in law (including Environmental Laws) or in equity, whether in Contract or in tort or otherwise, known or unknown, accrued or unaccrued, contingent or otherwise, including in respect of any right of indemnification, contribution, subrogation or reimbursement, that arises out of or relates to events, circumstances or actions occurring, existing or taken prior to or on the Closing Date in respect of matters relating to Seller's ownership of equity securities of the Target Companies (each a "Buyer Released Claim"), which have been or could have been asserted against any Seller Released Person, that any Releasing Person has or ever had, and (b) in the case of Seller, the Target Companies and their respective successors and assigns and Representatives (each a "Buyer Released Person") from all debts, Proceedings, costs, expenses, torts, damages, offsets, judgments and liabilities whatsoever, of every name and nature, whether in law (including Environmental Laws) or in equity, whether in Contract or in tort or otherwise, known or unknown, accrued or unaccrued, contingent or otherwise, including in respect of any right of indemnification, contribution, subrogation or reimbursement, that arises out of or relates to events, circumstances or actions occurring, existing or taken prior to or on the Closing Date (each a "Seller Released Claim"), which have been or could have been asserted against any Buyer Released Person, that any such Releasing Person has or ever had; provided, however, that the foregoing shall not serve to release or relieve any claims, rights, remedies or causes of action (including claims for specific performance or other equitable relief) (i) arising under the Transaction Documents or any other agreement or certificate entered into in connection with the Contemplated Transactions, (ii) arising under any contractual relationship entered into between or among any of the Seller Released Persons and any of the Buyer Released Persons after the Closing, or (iii) based on Fraud. Each of Buyer and Seller further covenants and agrees that it will not, and will cause its Affiliates not to, take any action inconsistent with this Section 10.06 (including commencing any Proceeding in respect of, or directly or indirectly transferring to another Person, any Released Claim). This Section 10.06 shall survive the Closing, is intended for the benefit of and may be enforced directly by each of the Buyer Released Persons and Seller Released Persons and is binding on all successors and assigns of Releasing Persons.

Section 10.07 Third Party Beneficiaries.

Certain provisions of this Agreement (including Section 6.02, Section 6.19, Section 6.21, Section 8.02 and Section 10.06) are intended for the benefit of, and will be enforceable as third-party beneficiaries by the Seller Related Parties, the Non-Recourse Parties, the Buyer Released Persons, the Seller Released Persons, Buyer's Affiliates, Stikeman and MLB, as applicable. In addition, Debt Financing Parties and the Preferred Equity Financing Source are intended third-party beneficiaries of, and may rely upon and enforce, the Lender Protective Provisions. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement will be construed to give any Person other than the Parties to this Agreement, the Seller Related Parties, the Non-Recourse Parties, the Buyer Released Persons, the Seller Released Persons, Buyer's Affiliates, Stikeman, MLB, the Debt

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Financing Parties and the Preferred Equity Financing Source (as applicable) any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

Section 10.08 Counterparts; Effectiveness.

This Agreement may be signed in any number of counterparts (including by PDF), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement shall become effective when each Party shall have received a counterpart (including via email) hereof signed and duly delivered by the other Party.

Section 10.09 Governing Law.

(a) This Agreement and any and all claims or causes of action (whether in contract, tort or otherwise) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution, performance, non-performance, interpretation, termination or construction thereof, shall be construed under, governed by, and enforced in accordance with the laws of the State of Delaware (without regard to the conflicts of law provisions thereof that would require the application of the Applicable Law of another jurisdiction, including Delaware laws relating to applicable statutes of limitations and burdens of proof).

(b) Notwithstanding anything to the contrary contained in this Agreement, each of the Parties hereto: (i) agrees that it will not bring or support any Person in any claim or cause of action of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Parties or the Preferred Equity Financing Source in any way relating to this Agreement or any of the Contemplated Transactions, including but not limited to any dispute arising out of or relating in any way to the Debt Commitment Letter or the Preferred Equity Commitment Letter, as applicable, or the performance thereof or the financings contemplated thereby, in any forum other than the federal and New York state courts located in the Borough of Manhattan within the City of New York, (ii) agrees that, except as specifically set forth in the Debt Commitment Letter or the Preferred Equity Commitment Letter, as applicable, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Parties or the Preferred Equity Financing Source, as applicable, in any way relating to this Agreement, the Debt Financing, the Preferred Equity Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction and (iii) hereby irrevocably and unconditionally waives any right such party may have to a trial by jury in respect of any litigation (whether in law or in equity, whether in contract or in tort or otherwise) to the same extent such rights are waived pursuant to Section 10.10.

Section 10.10 Waiver of Jury Trial.

EACH PARTY HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY

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ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS, INCLUDING IN ANY PROCEEDING AGAINST ANY DEBT FINANCING PARTIES ARISING OUT OF OR RELATED TO THE DEBT FINANCING OR THE PREFERRED EQUITY FINANCING SOURCE ARISING OUT OF OR RELATED TO THE PREFERRED EQUITY FINANCING OR ANY OTHER TRANSACTION CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 10.10. A COPY OF THIS Section 10.10 MAY BE SUBMITTED TO ANY COURT AS EVIDENCE OF THE CONTENT THEREOF.

Section 10.11 Consent to Jurisdiction.

(a) Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware sitting in New Castle County, and only if such Chancery Court of the State of Delaware declines jurisdiction, the United States District Court for the District of Delaware (and the appropriate appellate courts therefrom), and only if the United States District Court for the District of Delaware and any appellate court therefrom also declines jurisdiction, any other Delaware State Court sitting in New Castle County (and the appropriate appellate courts therefrom) (the "Delaware Courts"), in any Proceeding arising out of or relating to this Agreement or the Contemplated Transactions or for recognition or enforcement of any judgment relating thereto, and each of the Parties hereby irrevocably and unconditionally waives any objection to venue laid therein, any objection on the grounds of forum non conveniens, or any objection based on or on account of its place of incorporation or domicile, which it may now or hereafter have to the bringing of any such Proceeding in any Delaware Court (and of the appropriate appellate courts thereto). Each Party hereby irrevocably and unconditionally consents and agrees that service or process in any such Proceeding may be served on any party anywhere in the world, whether within or without the State of Delaware, in any manner permitted by Applicable Law or, without limiting the foregoing, in the manner provided for notices in Section 10.01.

(b) Notwithstanding Section 10.11(a), each Party acknowledges and irrevocably agrees that any Proceeding involving any Debt Financing Party or any Preferred Equity Financing Source arising out of or in any way relating to the Contemplated Transactions shall be brought exclusively in the Supreme Court of the State of New York, County of New York (unless the Supreme Court of the State of New York, County of New York declines to accept jurisdiction over a particular matter, in which case, in the United States District Court for the Southern District of New York) (together with the appellate courts thereof, the "New York Courts"), and each of the parties hereby (i) submits to the exclusive jurisdiction of the New York Courts for the purpose of any such action, (ii) agrees that service of process, summons, notice or document by certified or registered mail addressed to it at its address provided in Section 10.01 shall be effective service of process against it for any such action brought in the New York Courts and (iii) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by

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Law. Each party irrevocably and unconditionally agrees not to assert (i) any objection which it may ever have to the laying of venue of any such action in any New York Court, (ii) any claim that any such action brought in any New York Court has been brought in an inconvenient forum and (iii) any claim that any New York Court does not have jurisdiction with respect to such action.

Section 10.12 Severability.

Any provision of this Agreement that is deemed or determined to be invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction and shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. The application of such invalid or unenforceable provision to Persons or circumstances other than those as to which it is held invalid or unenforceable shall be valid and be enforced to the fullest extent permitted by Applicable Law. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, Seller and Buyer agree to use commercially reasonable efforts to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes and intent of the prohibited or unenforceable provision.

Section 10.13 Captions.

The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation thereof.

Section 10.14 Specific Performance.

(a) The Parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties hereto do not perform their respective covenants and other obligations under the provisions of this Agreement in accordance with its specified terms or otherwise breach the provisions of this Agreement. The Parties hereto acknowledge and agree that (i) the Parties hereto shall be entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions thereof, without proof of inadequacy of any remedy at law, this being in addition to any other remedy to which they are entitled under this Agreement, (ii) the provisions set forth in Section 9.03 shall not be construed to diminish or otherwise impair in any respect any such Party's right to specific performance (provided that no Party will be entitled to both a grant of specific performance and the Company Termination Fee or Buyer Termination Fee (as applicable) in circumstances in which any such fee is payable) and (iii) the right of specific performance is an integral part of the Contemplated Transactions and without that right, neither Seller nor Buyer would have entered into this Agreement.

(b) Notwithstanding the foregoing, the Parties hereto agree that the right of Seller to seek specific performance or other equitable remedies to enforce Buyer's obligation to cause the Equity Financing to be funded to partially fund the Required Funding Amount (but not the right of Seller to specific performance or other equitable remedies with respect to other obligations of Buyer) shall be subject to the requirements that (i) all of the conditions to the Closing set forth in Section 7.01 and Section 7.02 (other than conditions which are to be satisfied by

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actions taken at the Closing, but which are capable of being satisfied (and are satisfied) at the Closing) have been satisfied or have been waived (if legally permitted) by Buyer at the time the Closing should have occurred pursuant to Section 3.01 and remain satisfied or waived at the time specific performance is granted, (ii) Buyer fails to consummate the Closing when the Closing should have occurred pursuant to Section 3.01, (iii) after the date the Closing should have occurred pursuant to Section 3.01, Seller delivers a written notice to Buyer that irrevocably confirms that (A) all of the conditions set forth in Section 7.01 and Section 7.03 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing) have been satisfied or have been waived (if legally permitted) by Seller (or Seller has irrevocably committed in writing that any such conditions will be waived at Closing), and (B) Seller is ready, willing and able to consummate the Closing, (iv) the full amount of the proceeds of the Debt Financing (or the Alternative Financing) and the Preferred Equity Financing are available to Buyer (or will be available at the Closing if the Equity Financing is funded), and (v) Buyer fails to consummate the Closing within five (5) Business Days following Buyer's receipt of the notice specified in clause (iii) above (it being understood that the conditions to the obligations of Buyer to consummate the transactions contemplated hereby set forth in Section 7.01 and Section 7.02 (other than those conditions that by their nature are to be satisfied by actions taken at the Closing, but subject to the actual satisfaction of such conditions at the Closing) shall remain satisfied at the time specific performance is granted).

(c) Each Party hereto agrees that it will not oppose the granting of specific performance or other equitable relief on the basis that the other Party hereto have an adequate remedy at Law or that an award of specific performance is not an appropriate remedy for any reason at Law or equity. The Parties hereto acknowledge and agree that any Party hereto seeking an injunction to prevent breaches of this Agreement or to enforce specifically the terms and provisions of this Agreement in accordance with this Section shall not be required to provide any bond or other security in connection with any such injunction.

(d) Notwithstanding anything herein to the contrary, no Debt Financing Party or any Preferred Equity Financing Source shall have any liability to the Parties hereto, the Companies or any of their respective Representatives or controlled Affiliates for any claim or cause of action whether in law or in equity, whether in tort, contract or otherwise, based on, in respect of, or by reason of, the Contemplated Transactions or by the commitments of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, or in respect of any oral representations made or alleged to be made in connection herewith or therewith. Seller agrees not to, and to cause its Subsidiaries, Representatives and controlled Affiliates not to, (i) seek to enforce this Agreement against, make any claims for breach of this Agreement against, or seek to recover monetary damages from, any Debt Financing Party or any Preferred Equity Financing Source in connection with this Agreement or the commitments of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, or the obligations of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, thereunder or (ii) seek to enforce the commitments against, make any claims for breach of the commitments of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, against, or seek to recover monetary damages from, or otherwise sue, the Debt Financing Party or the Preferred Equity Financing Source, as applicable, in connection with this

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Agreement or the commitments of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, or the obligations of such Debt Financing Party or such Preferred Equity Financing Source, as applicable, thereunder; provided, however, that this Section 10.14(d) shall not limit or otherwise affect the rights of Buyer under the Debt Commitment Letter or the rights of Buyer and, from and after the Closing Date, the Target Companies, under the Debt Financing Agreements or the rights of Buyer under the Preferred Equity Commitment Letter or the rights of Buyer and, from and after the Closing Date, the Target Companies, under the Preferred Equity Financing Agreements.

Section 10.15 No Reliance.

(a) The representations and warranties of Seller and the other Seller Related Parties expressly and specifically set forth in Article IV, as qualified by the Seller Disclosure Schedules and in accordance with the express terms and conditions, including limitations and exclusions, of this Agreement, and in any certificate delivered by or on behalf of Seller hereunder or in the other Transaction Documents (collectively, the "Express Representations") constitute the sole and exclusive representations and, warranties, of any kind made or given by Seller or any other Seller Related Party to Buyer in connection with the Contemplated Transactions. Buyer and its Affiliates are not relying and have not relied on any representation or warranty other than the Express Representations in making its determination to proceed with the Contemplated Transactions, or for any other purpose, including any other information relating to the future or historical business, condition (financial or otherwise), projected operations, results of operations, prospects, assets or liabilities of the Business, including with respect to any projections, forecasts, estimates, plans or budgets of future revenues, expenses or expenditures, or future results of operations, or any other information, document or material provided to or made available to the Buyer Related Parties or Buyer's lenders or other financing sources or their respective Affiliates or Representatives, in each case, whether in the Dataroom, certain other "data rooms," confidential information memoranda, management presentations or in any other form, including meetings, calls or correspondence with management of the Business or Seller or their respective Affiliates or Representatives and whether delivered to or made available prior to or after the date thereof. All Express Representations are contractual in nature only. The Parties have agreed that should any representations and warranties of any Party prove untrue, the other Party will have the specific rights and remedies herein specified as the exclusive remedy therefor, but that no other rights, remedies or causes of action (whether in law or in equity or whether in contract or in tort) are permitted to any Party as a result of the untruth of any such representation and warranty. WITHOUT LIMITING THE EXPRESS REPRESENTATIONS, SELLER DOES NOT MAKE OR PROVIDE, AND BUYER, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND REPRESENTATIVES, HEREBY IRREVOCABLY WAIVES, ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONFORMITY TO SAMPLES, OR CONDITION OF THE ASSETS OF THE BUSINESS OR ANY PART THEREOF. BUYER SPECIFICALLY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS, (X) BUYER IS ACQUIRING THE BUSINESS ON AN "AS IS, WHERE IS" BASIS AND (Y) NONE OF SELLER, THE TARGET COMPANIES OR ANY OTHER PERSON (INCLUDING ANY STOCKHOLDER, SHAREHOLDER, MEMBER, OFFICER, DIRECTOR,

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MANAGER, EMPLOYEE, OR AGENT OF ANY OF THE FOREGOING AND ANY OTHER SELLER RELATED PARTY, WHETHER IN ANY INDIVIDUAL, CORPORATE, OR ANY OTHER CAPACITY) IS MAKING OR HAS MADE, AND BUYER IS NOT RELYING ON, ANY REPRESENTATIONS AND WARRANTIES, OR OTHER STATEMENTS (INCLUDING ANY STATEMENT BY OMISSION) OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY MATTER CONCERNING THE BUSINESS, THIS AGREEMENT, OR THE CONTEMPLATED TRANSACTIONS, OR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PROVIDED TO (OR OTHERWISE ACQUIRED BY) BUYER OR ANY OF BUYER'S REPRESENTATIVES.

(b) In connection with the investigation by Buyer and the other Buyer Related Parties of the Business, Buyer and the other Buyer Related Parties have received or may receive from Seller certain projections, forward-looking statements, and other forecasts and certain business plan information. Without limiting the Express Representations, Buyer, on its own behalf and on behalf of the other Buyer Related Parties, acknowledges that there are uncertainties inherent in attempting to make such estimates, projections, and other forecasts and plans, that Buyer and the other Buyer Related Parties are familiar with such uncertainties, that Buyer, on its own behalf and on behalf of and the other Buyer Related Parties, is taking full responsibility for making its own evaluation of the adequacy and accuracy of all estimates, projections, and other forecasts and plans so furnished to them (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, or plans). Accordingly, Buyer, on its own behalf and on behalf of and the other Buyer Related Parties, acknowledges that, except for the Express Representations, none of Seller nor its Affiliates or Representatives, whether in an individual, corporate, or any other capacity, make any representation and warranty, or other statement (including any statement by omission) with respect to, and Buyer and the other Buyer Related Parties are not relying on, such estimates, projections, forecasts, or plans (including the reasonableness of the assumptions underlying such estimates, projections, forecasts, or plans), and Buyer, on its own behalf and on behalf of and the other Buyer Related Parties, agree that they have not relied thereon. Notwithstanding anything herein to the contrary, the Parties acknowledge and agree that the Express Representations were a material inducement for Buyer to enter into this Agreement and the other Transaction Documents, Buyer is relying on the Express Representations and such reliance is reasonable and justified.

Section 10.16 Deliveries.

Any document or item will be deemed "delivered", "provided," or "made available" within the meaning of this Agreement if such document or item is included in the Dataroom at 11:59 p.m. Eastern Time on the date that is two (2) Business Days before the date hereof and remained continuously accessible thereafter until the date hereof.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed and delivered on the day and year first above written.

Seller:

Transcontinental Inc.

By: (signed) Isabelle Marcoux

Name: Isabelle Marcoux
Title: Executive Chair of the Board

By: (signed) Sam Bendavid

Name: Sam Bendavid
Title: Chief Development and Procurement Officer

Transcontinental Printing Inc.

By: (signed) Isabelle Marcoux

Name: Isabelle Marcoux
Title: Authorized Signatory

By: (signed) Sam Bendavid

Name: Sam Bendavid
Title: Authorized Signatory

[Signature Page to Stock Purchase Agreement]

IN WITNESS WHEREOF, the Parties have caused this Stock Purchase Agreement to be duly executed and delivered on the day and year first above written.

Buyer:

ProAmpac Holdings Inc.

By: (signed) Gregory R. Tucker

Name: Gregory R. Tucker
Title: Chief Executive Officer and President

[Signature Page to Stock Purchase Agreement]

EXHIBIT A

Target Companies.

[Redacted]

EXHIBIT B-1

Accounting Principles.

[Redacted]

EXHIBIT B-2

Illustrative Calculation of Cash, Indebtedness and Working Capital.

[Redacted]

EXHIBIT C

FIRPTA Certificate.

[Redacted]

EXHIBIT D

Guaranties.

[Redacted]

EXHIBIT E

Transferred Optium Business

[Redacted]

ATTACHMENT I

Form of Transition Services Agreement.

[Redacted]

ATTACHMENT II

Pre-Closing Reorganization Step Plans.

[Redacted]

ATTACHMENT III

Form of Montreal Lease.

[Redacted]

SCHEDULE 2.05

Allocation of Purchase Price.

[Redacted]

AI assistant

Transcontinental Inc — M&A Activity 2025

42516_rns_2025-12-17_30d42215-079f-4a22-a539-2d44c4a163ff.pdf

TABLE OF CONTENTS

ARTICLE I. DEFINITIONS

ARTICLE II. PURCHASE AND SALE; PURCHASE PRICE

ARTICLE III. CLOSING

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

ARTICLE VI. COVENANTS AND AGREEMENTS ...70

ARTICLE VII. CONDITIONS TO CLOSING ...118

ARTICLE VIII. NON-SURVIVAL; NON-RECOURSE; INDEMNIFICATION ...120

ARTICLE IX. TERMINATION...122

ARTICLE X. MISCELLANEOUS...126

LIST OF EXHIBITS

LIST OF ATTACHMENTS

LIST OF SCHEDULES

STOCK PURCHASE AGREEMENT

WITNESSETH:

ARTICLE I. DEFINITIONS

Section 1.01 Definitions.

Section 1.02 Interpretative Matters; Seller Disclosure Schedules.

ARTICLE II. PURCHASE AND SALE; PURCHASE PRICE

Section 2.01 Purchase and Sale.

Section 2.02 Purchase Price.

Section 2.03 Payment of Closing Repayment Debt at Closing.

Section 2.04 Purchase Price Adjustments.

Section 2.05 Final Adjustment Purchase Price Allocation.

Section 2.06 Intercompany Liabilities.

Section 2.07 Withholding.

Section 2.08 Section 338 Election.

ARTICLE III. CLOSING

Section 3.01 Closing.

Section 3.02 Closing Deliverables and Closing Actions.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER

Section 4.01 Existence and Power of Seller and the Target Companies.

Section 4.02 Authority and Enforceability.

Section 4.03 Capital Structure of the Target Companies.

Section 4.04 Governmental Authorization.

Section 4.05 Non-Contravention.

Section 4.06 Sufficiency of Assets.

Section 4.07 Financial Statements; No Undisclosed Liabilities; Inventory; Accounts Receivable; Accounts Payable and Accrued Expenses.

Section 4.08 Absence of Certain Changes.

Section 4.09 Material Contracts.

Section 4.10 Property.

(a) Owned Real Property.

(b) Leased Real Property.

Section 4.11 Litigation.

Section 4.12 Licenses and Permits; Compliance with Laws.

Section 4.13 Regulatory Matters.

Section 4.14 Environmental Matters.

Section 4.15 Intellectual Property.

Section 4.16 Business Systems.

Section 4.17 Taxes.

Section 4.18 Labor and Employment Matters.

Section 4.23 Customers and Suppliers.

Section 4.24 Brokers Fees.

Section 4.25 No Other Representations or Warranties.

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

Section 5.05 Litigation.

Section 5.06 Brokers Fees.

Section 5.07 Financial Ability.

Section 5.10 No Vote/Approval Required.

Section 5.11 No Other Representations or Warranties.

ARTICLE VI. COVENANTS AND AGREEMENTS

Section 6.01 Closing Conditions.

Section 6.04 Acquisition Proposals.

Section 6.05 Conduct of Business.

Section 6.06 Financing.

Section 6.07 Cooperation with Financing.

Section 6.08 Access to Information.

Section 6.09 Related Party Agreements.

Section 6.10 Confidentiality.

Section 6.11 Preservation of Records; Access to Certain Information; Cooperation.

(a) Buyer's Records.

Section 6.16 Consents; Shared Contracts.

Section 6.17 Agreements Regarding Tax Matters.

Section 6.18 Transaction Taxes.

Section 6.19 Legal Representation; Privilege.

Section 6.20 Employment Matters.

Transcontinental Inc M&A Activity 2025