Tribe Property Technologies - M&A Activity 2021

RANDALL SCOTT ULLRICH,

TRUSTEE OF THE SCOTT AND SHERYL ULLRICH FAMILY TRUST

and

431961 B.C. LTD.

as Vendors

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RANDALL SCOTT ULLRICH

as Covenantor

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TRIBE PROPERTY TECHNOLOGIES INC.

as Purchaser

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GATEWAY PROPERTY MANAGEMENT CORP.

RDC PROPERTY SERVICES LTD.

SHARE PURCHASE AGREEMENT

DECEMBER 31, 2020

Page

ARTICLE 1 INTERPRETATION; APPOINTMENT OF VENDORS ......................................... 1 Definitions........................................................................................................................ 1 Construction ................................................................................................................... 13 Certain Rules of Interpretation....................................................................................... 13 Knowledge ..................................................................................................................... 13 Computation of Time ..................................................................................................... 14 Performance on Business Days ...................................................................................... 14 Currency and Payment ................................................................................................... 14 Accounting Terms .......................................................................................................... 14 Schedules ....................................................................................................................... 14 ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES ......................................... 15 Agreement to Purchase and Sell .................................................................................... 15 Purchase Price and Purchase Price Allocation ............................................................... 15 Payment of Purchase Price............................................................................................. 15 Closing Date Adjustments ............................................................................................. 16 Purchase Price Adjustment ............................................................................................ 17 Vendor Financing........................................................................................................... 17 Vendor Take Back Security ........................................................................................... 19 Option to Re-Acquire the Purchased Shares. ................................................................. 20 Post-Closing Interim Period Covenants ......................................................................... 20 Revenue Adjustment ...................................................................................................... 22 Adjustment for Increased Revenues. ............................................................................. 24 No Action to Impair Revenue. ..................................................................................... 24 ARTICLE 3 - CLOSING ARRANGEMENTS ............................................................................ 24 Closing ........................................................................................................................... 24 ARTICLE 4 CLOSING DELIVERABLES.................................................................................. 25 Vendors’ Closing Deliverables ...................................................................................... 25 Purchaser’s Closing Deliverables .................................................................................. 26 ARTICLE 5 REPRESENTATIONS AND WARRANTIES ........................................................ 27 Representations and Warranties of the Vendors ............................................................ 27 Representations and Warranties of the Vendors Relating to the Corporations and Gateway West ................................................................................................................ 29 Representations and Warranties of the Purchaser .......................................................... 47 Survival of Representations, Warranties and Covenants ............................................... 48 Termination of Liability ................................................................................................. 49 ARTICLE 6 COVENANTS ......................................................................................................... 49 Non-Competition; Non-Solicitation .............................................................................. 49 Triple Net Leases for Leased Properties ........................................................................ 50 Engagement of Covenantor ............................................................................................ 50

Management of Existing Employees ............................................................................. 51 Going Public Plan .......................................................................................................... 51 Personal Information ...................................................................................................... 51 ARTICLE 7 ................................................................................................................................... 52 Conditions for the Benefit of the Purchaser ................................................................... 52 Waiver or Termination by the Buyer ............................................................................. 52 Conditions for the Benefit of Vendors ........................................................................... 52 Waiver or Termination by the Vendors ......................................................................... 53 Conditions Precedent ..................................................................................................... 53 ARTICLE 8 TAX MATTERS ...................................................................................................... 53 Preparation and Filing of Tax Returns ........................................................................... 53 Books and Records Relating to Taxes ........................................................................... 54 Allocation of Taxes for Straddle Periods ....................................................................... 54 Purchaser’s Contest Rights ............................................................................................ 54 Vendors’ Contest Rights ................................................................................................ 54 ARTICLE 9 INDEMNIFICATION .............................................................................................. 55 Individual Indemnification by the Vendors. .................................................................. 55 Indemnification by the Vendors and Covenantor. ......................................................... 55 Indemnification by the Purchaser. ................................................................................. 56 Obligation to Reimburse. ............................................................................................... 56 Notice of Claim. ............................................................................................................. 56 Direct Claims. ................................................................................................................ 56 Third Party Claims. ........................................................................................................ 57 Gross-up. ........................................................................................................................ 58 Reductions and Subrogation .......................................................................................... 58 Limitations on Indemnification. ..................................................................................... 59 General Limitations ....................................................................................................... 59 Calculation of Damages. ................................................................................................ 60 Trust and Agency ........................................................................................................... 60 Set-off ............................................................................................................................ 60 ARTICLE 10 GENERAL ............................................................................................................. 60 Confidentiality of Information ....................................................................................... 60 Public Announcements .................................................................................................. 61 Disclosure and Consultation .......................................................................................... 61 Expenses ........................................................................................................................ 62 Best Efforts .................................................................................................................... 62 No Third Party Beneficiary ............................................................................................ 62 Entire Agreement ........................................................................................................... 62 Non-Merger.................................................................................................................... 62 Time of Essence ............................................................................................................. 62 Amendment .................................................................................................................... 62 Waiver of Rights ............................................................................................................ 62 Jurisdiction ..................................................................................................................... 62

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Governing Law .............................................................................................................. 63 Notices ........................................................................................................................... 63 Liability .......................................................................................................................... 64 Assignment .................................................................................................................... 64 Further Assurances......................................................................................................... 64 Severability .................................................................................................................... 64 Successors ...................................................................................................................... 65 Counterparts ................................................................................................................... 65

SHARE PURCHASE AGREEMENT dated effective as at December 31, 2020.

BETWEEN:

RANDALL SCOTT ULLRICH, TRUSTEE OF THE SCOTT AND SHERYL ULLRICH FAMILY TRUST (“ Ullrich Trust ”)

AND:

431961 B.C. LTD. (“ 431961 ” and together with Ullrich Trust, the “ Vendors ” and each a “ Vendor ”)

AND:

RANDALL SCOTT ULLRICH (the “ Covenantor ”)

AND:

TRIBE PROPERTY TECHNOLOGIES INC. (the “ Purchaser ”)

RECITALS:

A. Gateway Property Management Corp. (“ Gateway ”) is a corporation formed by amalgamation under the Canada Business Corporation Act (Canada) that either directly or through its wholly owned subsidiary carries on the Business of residential and commercial rental and strata property management.
B. R.D.C. Property Services Limited (“ RDC ”) is a corporation incorporated under the laws of the Province of Ontario that acts as a service provider for Gateway and/or various of Gateway’s clients in relation to Gateway’s Business.
C. 431961 owns all of the issued and outstanding shares of RDC and the Ullrich Trust owns all of the issued and outstanding shares of Gateway (as defined below, the “Purchased Shares”). 431961 also owns a Shareholder’s Loan to Gateway in the amount of $4,000,000.
D. The Vendors wish to sell and the Purchaser wishes to purchase the Purchased Shares and the Shareholder’s Loan.
E. The Covenantor will benefit directly from the sale of the Purchased Shares and the Shareholder’s Loan to the Purchaser.

THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 INTERPRETATION; APPOINTMENT OF VENDORS

Definitions. In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

(1) “ Accounts Payable ” means any and all accounts payable of the Corporations and Gateway West as of the Effective Time, calculated in accordance with the Accounting Principles, but always excluding any Client Balances and the Shareholder’s Loan;
(2) “ Accounting Principles ” means, collectively, the accounting principles, methods and practices used in preparing the Financial Statements (to the extent compliant with ASPE), applied on a consistent basis, except that the Financial Statements for RDC and Gateway West do not contain the notes and disclosure required by ASPE, and subject to any other exceptions or rules set forth on Schedule 1.1(1) ; provided that in the event of any conflict between the such accounting principles, methods and practices and the rules set forth on Schedule 1.1(1) , the rules set forth on Schedule 1.1(1) shall govern.
(3) “ Accounts Receivable ” means any and all accounts receivable of the Corporations and Gateway West West as of the Effective Time, calculated in accordance with the Accounting Principles, net of a reasonable reserve for bad debts calculated in accordance with ASPE, and the full benefit of any related security, but always excluding any Client Balances.
(4) “ Affiliate ” means with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person. A Person shall be deemed to “ control ” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “ controlled ” shall have a similar meaning.
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(5) Affiliate Transactions ” has the meaning attributed to that term in Section 5.2(33) .
(6) “ Agreement ” means this share purchase agreement, including all Schedules, Appendices and Exhibits to this share purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.
(7) “ Applicable Law ” means any domestic (federal, provincial or municipal) or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, order-in-council, restriction or by-law (zoning or otherwise), judgment, order, writ, injunction, directive, decision, ruling, decree or award , regulatory policy, practice, standard or guideline, published administrative position or Permit of any Governmental Authority, binding on or affecting the Person referred to in the context in which the term is used or binding on or affecting the property of that Person or binding on or affecting an Employee Plan referred to in the context in which the term is used, and for greater certainty includes the Tax Act in respect of an Employee Plan that qualifies for or purports to qualify for a particular type of plan thereunder or that has or purports to have Tax-favoured treatment.
(8) “ Approvals ” means franchises, licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, Permits, and other permits and approvals.
(9) “ Appurtenances ” means, with respect to any real property, (a) all buildings, structures, fixtures, improvements and appurtenances located on or forming part of that real property, including those under construction, and (b) all rights of way, licences, rights of occupation, easements or other similar rights appurtenant to and for the benefit of that real property.
(10) “ ASPE ” means Canadian accounting standards for private enterprises as set out in Part II of the Chartered Professional Accountants of Canada Handbook, as issued by the Accounting Standard Boards in Canada, which are applicable on the date on which any calculation is to be effective using ASPE.
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(11) “ Associate ” has the meaning set out in the Business Corporations Act (British Columbia).
(12) “ Books and Records ” means all books, records, files and papers of each of the Corporations or Gateway West, as applicable, including title documentation, software documentation, electronic data, financial and Tax working papers, financial and Tax books and records, business reports, business plans and projections, sales and advertising materials, sales and purchases records and correspondence, trade association files, research and development records, lists of present and former customers and suppliers, personnel and employment records, employee data and plan records of Employee Plans, minute and share certificate books, all other documents and data (technical or otherwise) relating to each of the Corporations or Gateway West, each of the Businesses or its assets, and all copies and recordings of the foregoing.
(13) “ Business ” or “ Businesses ” means the provision of residential and commercial property management services;
(14) “ Business Day ” means any day, except Saturdays and Sundays, on which banks are generally open for non-automated business: (a) for purposes of Section 10.14 , in the place specified in that Section, and, (b) for all other purposes in this Agreement, in Vancouver, Canada.
(15) “ Business Intellectual Property ” means the Licensed Intellectual Property and the Owned Intellectual Property.
(16) “ Claim ” means any act, omission or state of facts and any demand, action, investigation, inquiry, suit, proceeding, claim, assessment, judgment or settlement or compromise relating thereto which may give rise to a right of indemnification under this Agreement.
(17) “ Client Balances ” means:
(a) funds held by the Corporations or Gateway West in trust for the benefit of clients, including rents collected from tenants, strata fees collected from strata or condominium owners, deposits, insurance proceeds, operating expense funds, reserve funds, and choses such as, but not limited to, unpaid rents or strata fees; and
(b) amounts payable by the Corporations or Gateway West for the benefit of clients, including amounts payable out of client trust funds, accounts payable incurred for the account of clients, operating expenses incurred for the account of clients, property taxes payable on behalf of clients, mortgage payments payable on behalf of clients and amounts payable to clients.
(18) “ Closing ” means the completion of the Transactions on the Closing Date in accordance with this Agreement.
(19) “ Closing Date ” means December 31, 2020.
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(20) Closing Financial Statements ” has the meaning attributed to that term in Section 2.4(2)(a) .
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(21) Closing Statements ” has the meaning attributed to that term in Section 2.4(1) .
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(22) Closing Working Capital ” has the meaning attributed to that term in Section 2.4(2)(c) .
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(23) “ Competing Business ” means any business engaged in residential or commercial rental or strata property management, but does not include the management of any commercial or residential property owned by the Covenantor or Montana Developments Limited or any of its Affiliates, which the Covenantor will be free to undertake without limitation.
(24) “ Constating Documents ” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability company agreement or other similar document, and all unanimous shareholder agreements, other shareholder agreements, voting trusts, pooling agreements and similar Contracts, arrangements and understandings applicable to the Person’s Equity Interests, all as amended, supplemented, restated and replaced from time to time.
(25) “ Contaminant ” means any substance, emission or thing, howsoever occurring, which has, or may have, an adverse effect on the environment, any ecological system or natural resource, the use or enjoyment of property, or human health or safety, and includes any “contaminant” or “pollutant” or any type of “waste”, in each case which is regulated by any Applicable Law.
(26) “ Contract ” means any agreement, contract, indenture, lease, occupancy agreement, deed of trust, licence, option, undertaking, promise or any other commitment or obligation, whether oral or written, express or implied, other than a Permit.
(27) “ Corporations ” means Gateway and RDC.
(28) “ Corporations’ Accountants ” means Rolfe, Benson LLP.
(29) “ Covenantor ” have the meaning attributed to such term in the Preamble.
(30) “ CRA ” means the Canada Revenue Agency or any successor agency.
(31) “ Current Assets ” means all of the assets of the Corporations and Gateway West as of the Effective Time which are properly treated as current assets under ASPE, but excluding (a) the portion of any prepaid expense of which the Purchaser will not receive the benefit of Following closing; (b) deferred Taxes; (c) receivables from any of the Corporations or Gateway West’s Affiliates, directors, employees, officers or shareholders and any of their respective Affiliates; and (d) excluding any Client Balances.
(32) “ Current Liabilities ” means all of the liabilities of the Corporations and Gateway West as of the Effective Time which are properly treated as current liabilities under ASPE, but excluding (a) any Indebtedness; (b) any liabilities for accrued Taxes relating to any period prior to the Effective Time which are the responsibility of the Vendors under this Agreement, (c) any Client Balances and (d) the Shareholder’s Loan.
(33) “ Effective Date ” means December 31, 2020.
(34) “ Effective Time ” 11:59 p.m. on the Effective Date.
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(35) Employee Plans ” has the meaning attributed to that term in Section 5.2(35)(a)(i) .
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(36) “ Employees ” means all employees of each of the Corporations and Gateway West immediately prior to Effective Time, whether full-time, part-time, salaried, hourly, unionized or nonunionized.
(37) “ Encumbrance ” means any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, security interest of any nature, prior claim, adverse claim, exception, reservation, restrictive covenant, agreement, easement (whether registered or unregistered against title to a real property), lease, licence, right of occupation, option, right of use, right of first refusal, right of pre-emption, privilege or any matter capable of registration against title, or any Contract to create any of the foregoing.
(38) “ Environmental Laws ” means any and all Applicable Laws relating to: (a) the protection of the environment and any natural resource; (b) the presence, release, discharge, handling, transportation, storage, remediation or disposal of Contaminants; (c) the ownership, occupation, management, transfer or sale of contaminated sites; (d) the exposure of workers to Contaminants in the workplace, and worker right-to-know legislation pertaining thereto; and (e) the manufacture, distribution, labelling, import, export or sale of products or product ingredients by virtue of their composition or any other physical properties.
(39) “ Equity Interests ” means, with respect to any Person, any and all present and future shares, units, trust units, partnership or other interests, participations or other equivalent rights in that Person’s equity or capital, however designated and whether voting or non-voting.
(40) “ Escrow Agent ” means Affinity Law Group.
(41) “ ETA ” means the Excise Tax Act (Canada) and the regulations made thereunder.
(42) “ Financial Statements ” means the unaudited financial statements of each of the Corporations and Gateway West as at and for the financial years ended December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019, prepared in the case of Gateway on a review engagement basis and in the case of RDC and Gateway West on a notice to reader basis, true, complete and correct copies of which financial statements have been provided to the Purchaser prior to the date of this Agreement.
(43) “ Financial Statements Date ” means December 31, 2019.
(44) “ Fundamental Representations ” means the representations and warranties set out in:
(a) Sections 5.1(1), 5.1(2), 5.1(3), 5.1(4), 5.1(5), 5.1(6) and 5.1(7) ;
(b) Sections 5.2(1), 5.2(2) and 5.2(3 ) insofar as they relate to the due incorporation and organization and the valid existence of the Corporations and Gateway West;
(c) Sections 5.2(4), 5.2(5), 5.2(6), 5.2(9) and 5.2(10) ;
(d) Section 5.2(14 ) insofar as it relates to title to assets and the absence of Encumbrances other than Permitted Encumbrances;
(e) Section 5.3(1) insofar as it relates to the due incorporation and organization and the valid existence of the Purchaser; and
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(f) Sections 5.3(2), 5.3(3), 5.3(4) and 5.3(11).
(45) “ Gateway ” is a corporation incorporated under the federal laws of Canada that carries on the Business in British Columbia and Ontario.
(46) “ Gateway West ” is a corporation incorporated under the laws of the Province of Alberta that carries on the Business in Alberta.
(47) “ GST/HST ” means all Taxes payable under Part IX of the ETA (including where applicable both the federal and provincial portion of those Taxes) or and under any provincial legislation imposing a similar value added or multi-staged tax.
(48) “ Governmental Authority ” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, body, organization or agency, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government.
(49) “ Greater Toronto Area ” means the area comprised of the Town of Ajax, Town of Aurora, City of Brampton, Township of Brock, City of Burlington, Town of Caledon, Municipality of Clarington, Durham Region, Town of East Gwillimbury, Town of Georgina, Halton Region, Town of Halton Hills, Township of King, City of Markham, City of Mississauga, Town of Milton, Town of Newmarket, Town of Oakville, City of Oshawa, Peel Region, City of Pickering, Town of Richmond Hill, Township of Scugog, City of Toronto, Township of Uxbridge, York Region, City of Vaughan, Town of Whitchurch-Stouffville and Town of Whitby.
(50) “ Indebtedness ” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated and whether due or to become due), including: (a) any indebtedness or other obligation of each of the Corporations and Gateway West for borrowed money, whether current, short-term or long-term and whether secured or unsecured; (b) any indebtedness of either of the Corporations or Gateway West, as applicable, evidenced by any note, bond, debenture or other security or similar instrument; (c) any liabilities of either of the Corporations or Gateway West with respect to interest rate or currency swaps, collars, caps and similar hedging obligations; (d) any liabilities of either of the Corporations or Gateway West for the deferred purchase price of property or other assets (including any “earn-out” or similar payments); (e) any liabilities of either of the Corporations or Gateway West in respect of any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which liabilities are required to be classified and accounted for under ASPE as capital or finance leases; (f) any liabilities of either of the Corporations or Gateway West under any performance bond or letter of credit or any bank overdrafts and similar charges; (g) any accrued interest, premiums, penalties and other obligations relating to the foregoing; and (h) any indebtedness referred to in clauses (a) through (g) above of any Person that is either guaranteed (including under any “keep well” or similar arrangement) by, or secured (including under any letter of credit, banker’s acceptance or similar credit transaction) by any Encumbrance upon any property or asset owned by, either of the Corporations or Gateway West, but always excluding Client Balances and Office Equipment Obligations.
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(51) “ Indemnification Notice ” means written notice by an Indemnitee to the applicable indemnitor or indemnitors of a Third Party Claim or Direct Claim, as the case may be.
(52) “ Independent Auditor ” has the meaning attributed to that term in Section Error! Reference source not found..
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(53) Insurance Policies ” has the meaning attributed to that term in Section 5.2(20) .
(54) “ Intellectual Property ” means, individually and collectively, howsoever created and wherever located:
(a) all domestic and foreign patents and applications thereof and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof;
(b) all inventions (whether patentable or not), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology, technical data, schematics and customer lists, and all documentation relating to any of the foregoing;
(c) all copyrights in all works (including Software) and database rights, copyright registrations and applications thereof, and all works of authorship and moral rights, and all other rights corresponding thereto throughout the world;
(d) all trade names, domain names, corporate names, trade dress, distinguishing guises, logos, slogans, brand names, trademarks (whether registered or common law and whether used with wares or services and including the goodwill attaching to such trademarks) and registrations and applications for registration thereof;
(e) all computer programs, applications, databases and software (both in source code and object code form) and any proprietary rights in those computer programs, applications, databases and software, (and any and all modifications, changes, release, versions, upgrades, updates or patches of any of the foregoing) including documentation and other materials related thereto;
(f) all industrial designs and applications for and registration of industrial designs, design patents and industrial design registrations;
(g) other intellectual or industrial property whatsoever, including the intellectual property described in Schedule 5.2(19) ;
(h) all income, royalties, damages and payments now and hereafter due and/or payable with respect to any of the foregoing, including damages and payments for past or future infringements thereof; and
(i) all rights to sue for past, present and future infringements of any of the foregoing.
(55) “ Inventories ” or “ Inventory ” means inventories, spare parts, replacement parts, and all other materials and supplies to be used or consumed by either of the Corporations in the Business.
(56) “ IT Systems ” means the Corporations and Gateway West’s computers, software, hardware, servers and all information technology, data processing and agency management systems used in the conduct of the Business.
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(57) “ Leased Property ” has the real property described in Schedule 1.1(58).
(58) “ Leases ” means the real property leases described in Schedule 1.1(58).
(59) “ Licensed Intellectual Property ” means all Intellectual Property used by either of the Corporations or Gateway West in connection with the respective Businesses except for the Owned Intellectual Property.
(60) “ Losses ” means any and all loss, liability, obligation, damage, cost, expense, charge, fine, penalty or assessment, suffered, incurred, sustained or required to be paid by the Person seeking indemnification, (including reasonable lawyers’, experts’ and consultants’ fees and expenses), directly resulting from or arising out of any Claim, including the costs and expenses of any action, suit, proceeding, investigation, inquiry, arbitration award, grievance, demand, assessment, judgment, settlement or compromise relating thereto, but: (a) excluding any contingent liability until it becomes actual; (b) reduced by any net Tax benefit; and (c) reduced by any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Persons.
(61) “ Lower Mainland ” means the area comprised of the Village of Anmore, Village of Belcarra, Bowen Island Municipality, City of Burnaby, City of Coquitlam, City of Delta, City of Langley, Township of Langley, Village of Lions Bay, City of Maple Ridge, City of New Westminster, City of North Vancouver, District of North Vancouver, City of Pitt Meadows, City of Port Coquitlam, City of Port Moody, City of Richmond, City of Surrey, Tsawwassen First Nation, City of Vancouver; District of West Vancouver and City of White Rock.
(62) “ Material Adverse Change ” or “ Material Adverse Effect ” means, with respect to any event, matter or circumstance, any change or effect that: (a) individually or when taken together with all other changes or effects that have occurred during any relevant period of time before the determination of the occurrence of that change or effect, is or is reasonably likely to be materially adverse to the Business, the business currently contemplated to be conducted by the Corporations, their assets, and the operations, liabilities, capital, prospects, condition (financial or otherwise) or results of operation, of the Corporations; or (b) would reasonably be expected to have a material adverse effect on the Purchaser’s ability to operate the Business immediately after Closing in the manner operated by the Vendors before Closing; provided, however, that a Material Adverse Change or Material Adverse Effect does not include a change or effect caused by: (i) any actions taken, or failures to take action, by the Vendors in accordance with the terms of this Agreement or to which the Purchaser has consented in writing; (ii) changes in general economic, financial, regulatory or market conditions affecting the Business or of any of its competitors; (iii) changes in Applicable Law or ASPE or interpretations thereof applicable to the Business occurring after the date of this Agreement; (iv) losses or damage to the Business attributable to the acquisition of the Business by the Purchaser or to the identity of the shareholders, directors, officers or investors in the Purchaser or from the Purchaser being or becoming a publicly-traded entity or (v) acts of war or terrorism; provided that except with respect to (iv) such change or effect does not disproportionately affect either of the Corporations relative to other companies operating in the same industry, and provided that the existence of the COVID-19 virus or the economic impacts thereof on their own or together with any orders, mandates, recommendations or policies issued, established or publicized by any Governmental Authority shall not be considered to be a Material Adverse Change.
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(63) Material Contract ” has the meaning attributed to that term in Section 5.2(21)(h) .
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(64) “ Notice ” means any notice, approval, demand, direction, consent, designation, request, document, instrument, certificate or other communication required or permitted to be given under this Agreement.
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(65) Objection Notice ” has the meaning attributed to that term in Section 2.4(4) .
(66) “ Occupational Health and Safety ” means any obligation imposed on an employer pursuant to the Workers Compensation Act (British Columbia), the Occupational Health and Safety Regulation (British Columbia), or any other applicable occupational health and safety legislation.
(67) “ Office Equipment Obligations ” means lease, rental or financing arrangements for computers, copiers, printers, postage meters and other customary office equipment entered into by the Corporations or Gateway West in the Ordinary Course of business on standard commercial terms.
(68) “ Ordinary Course ” means, with respect to an action taken by a Person, an action that is consistent with the past practices of the Person and is taken in the normal day-to-day operations of the Person.
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(69) Other Agreements ” has the meaning attributed to that term in Section 10.7 .
(70) “ Owned Intellectual Property ” means all Intellectual Property created, owned or developed in whole or in part by or on behalf of either of the Corporations in connection with the Business.
(71) “ Parties ” means collectively, the Covenantor, the Vendors and the Purchaser, and “ Party ” means any of them.
(72) “ Permits ” means franchises, licences, qualifications, approvals, authorizations, consents, certificates, certificates of authorization, decrees, orders-in-council, registrations, exemptions, consents, variances, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from, issued by or required by a Governmental Authority.

(73) “ Permitted Encumbrances ” means:

(a) servitudes, easements, restrictions, rights-of-way and other similar rights in real property or any interest therein, provided that those servitudes, easements, restrictions, rights-ofway and other similar rights are not of such a nature as to materially adversely affect the use or value of the property subject thereto;
(b) undetermined or inchoate liens, charges and privileges incidental to current construction or current operations, except for liens, charges and privileges related to Taxes;
(c) statutory liens, charges, adverse claims, security interests or Encumbrances of any nature whatsoever claimed or held by any Governmental Authority that have not at the time been filed or registered against the title to the asset or served on either of the Corporations or any Vendor pursuant to Applicable Law or notice of which has not otherwise been received by either of the Corporations or any Vendor, or that relate to obligations not due or delinquent, except for statutory liens, charges, adverse claims, security interests or Encumbrances related to Taxes;
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(d) assignments of insurance provided to landlords or their mortgagees or hypothecary creditors pursuant to the terms of any Lease and liens, security interests or rights reserved in or granted pursuant to any Lease as security for payment of rent or for compliance with the terms of that Lease provided such liens, security interests or rights have been disclosed in a Schedule to this Agreement;
(e) security given in the Ordinary Course of the Business to any public utility or Governmental Authority in connection with the operations of the Business, other than security for borrowed money; and
(f) the Permitted Encumbrances described in Schedule 1.1(73) .
(74) “ Person ” is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.
(75) “ Personal Information ” has the meaning ascribed thereto by the Personal Information Protection Act (British Columbia), as the same may be amended from time to time.
(76) “ Post-Closing Period ” means any Tax Period beginning on or after the Effective Date, and with respect to a Straddle Period, the portion of such Tax period beginning on the Effective Date.
(77) “ Pre-Closing Period ” means any Tax period that is not a Post-Closing Period and with respect to a Straddle Period, the portion of such Tax period ending on the day prior to the Effective Date.
(78) “ Privacy Laws ” means any Applicable Laws governing the collection, use, disclosure, or retention of Personal Information, including without limitation the Personal Information Protection Act (B.C.) and, to the extent applicable, the Personal Information Protection and Electronic Documents Act (Canada).
(79) “ Proceeding ” means (a) any suit, action, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative, (b) any other proceeding, or (c) any appeal or application for review, at law or in equity or before or by any Governmental Authority.
“
(80) Purchase Price ” has the meaning attributed to that term in Section 2.2(1) .
(81) “ Purchased Shares ” means (a) in respect of Gateway, the 100 Common shares issued to the Ullrich Trust, and (b) in respect of RDC means the 40 Common shares issued to 431961.
(82) “ Purchaser ” means Tribe Property Technologies Inc., a corporation incorporated under the laws of the Province of British Columbia, formerly known as Bazinga Technologies Inc.
(83) “ Purchaser’s Solicitor ” means Affinity Law Group.
(84) “ Purchaser Indemnitees ” means the Purchaser and Representatives of the Purchaser.
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(85) “ Purchaser’s Fundamental Representations ” means the representations and warranties set out in Sections 5.3(1) (insofar as it relates to the due incorporation and organization and the valid existence of the Purchaser), 5.3(2), 5.3(3), 5.3(4), 5.3(6) and 5.3(7) .
(86) “ RDC ” is a corporation incorporated under the laws of the Province of Ontario that carries on business as a provider of support services to Gateway and Gateway West in the course of the Business.
(87) “ Representatives ” means, with respect to any Party, its Affiliates, and if applicable, its and their respective directors, officers, employees, trustees (as applicable).
(88) “ Required Approvals ” means the consents, approvals and notifications which are required to be obtained by the Corporations and/or Gateway West in respect of or as a consequence of the transactions contemplated by this Agreement, as listed in Schedule 1.1(90) .
(89) “ Restricted Cash ” means any cash which is not freely usable by either of the Corporations after the Effective Date because it is subject to restrictions, limitations or Taxes on use or distribution at law, contract or otherwise, including restrictions on dividends and repatriations or any other form of restriction.
“
(90) Restrictive Covenants ” has the meaning attributed to that term in Section 6.1(3) .
(91) “ RTO ” means the transaction to be undertaken between the Purchaser and Cherry Street Capital Inc. (“ Cherry Street ”) constituting a “Qualifying Transaction” pursuant to the rules of the TSX Venture Exchange whereby (a) all of the shares of the Purchaser are exchanged for shares of Cherry Street, and (b) the $11,629,000 of subscription proceeds deposited with the agents for the Purchaser in respect of the brokered private placement financing shall have been released to or for the benefit of the Purchaser .
(92) “ RTO Plan ” has the meaning attributed to that term in Section 6.7.
(93) “ Shareholder’s Loan ” means the $4,000,000 owed by Gateway to 431961 evidenced by the promissory note from Gateway to 431961 dated December 30, 2020.
(94) “ Software ” means software, including all versions thereof, whether installed locally, on a local area network or delivered through the internet, and all related documentation, manuals, source code and object code, program files, data files, computer related data, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, sub-routines, algorithms, program architecture, design concepts, system designs, program structure, sequence and organization, screen displays and report layouts, and all other material related to such software.
(95) “ Statutory Plans ” means benefit plans that either of the Corporations is required by domestic law to participate in or contribute to in respect of a current or former employee, director or officer of either of the Corporations or any beneficiary or dependent thereof, including the Canada Pension Plan and plans administered pursuant to applicable health, Tax, workplace safety insurance, workers’ compensation and employment insurance legislation.
(96) “ Straddle Period ” means any Tax period that includes the Effective Date, but does not begin on the Effective Date or end on the day prior to the Effective Date.
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(97) “ Target Working Capital ” means $0.00.
(98) “ Tax Act ” or any reference to a specific provision thereof means the Income Tax Act (Canada) and applicable legislation of any legislature of any province or territory of Canada (including the Taxation Act (Québec)) and any regulations thereunder in force of like or similar effect.
(99) “ Taxes ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, harmonized sales, use, consumption valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, licence, franchise and registration fees and employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions), and “ Tax ” has a corresponding meaning.
(100) “ Tax Returns ” means all returns, declarations, designations, forms, schedules, reports, elections, notices, filings, statements (including withholding tax returns and reports, and information returns and reports) and other documents of every nature whatsoever filed or required to be filed with any Governmental Authority with respect to any Taxes, together with all amendments and supplements thereto.
“
(101) Third Party Claim ” has the meaning attributed to that term in Section 9.5(1) .
(102) “ Transactions ” means the purchase and sale of the Purchased Shares and the Shareholder’s Loan and all other transactions contemplated by this Agreement.
(103) “ Transmission ” has the meaning attributed to that term in Section 10.14(1)(c)
“
(104) Tribe Shares ” has the meaning attributed to that term in Section 2.3(1) .
(105) “ Ullrich Employment Agreement ” means the employment agreement dated as of the date hereof between the Covenantor and either Gateway or the Purchaser.
(106) “ User Data ” means (i) all data and analytics collected by, or provided to, either of the Corporations or Gateway West (whether stored by either of the Corporations or Gateway West directly or a third party on behalf of the Corporations or Gateway West) resulting from any action or activity of users of the Corporations or Gateway West’s website, including user identification and associated activities at a website, as well as pings and activity related to closed loop reporting and all other data associated with a user’s behavior on the internet, (ii) all data collected and stored by or on behalf of the Corporations or Gateway West and all data provided to the Corporations or Gateway West by (or pertaining to) a user, including all Personal Information.
(107) “ Vendor Indemnitees ” means each Vendor, and the Representatives of each Vendor.
(108) “ Vendors ” and “ Vendor ” have the meanings attributed to such terms in the Preamble.
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(109) “ Vendors’ Solicitors ” means Grossman & Stanley, Business Lawyers.
(110) “ Vendor’s Shares ” means, with respect to a Vendor, the number of the Purchased Shares set out opposite that Vendor’s name on Schedule 5.1(5) .
(111) “ Working Capital ” means, at any time, the Current Assets minus the Current Liabilities, as determined in accordance with ASPE as of such time.

Construction. This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party does not apply to the construction or interpretation of this Agreement.

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Certain Rules of Interpretation . In this Agreement:

(a) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement;
(b) the expressions “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions refer to this Agreement and not to any particular portion of this Agreement; and
(c) unless specified otherwise or the context otherwise requires:
(i) references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;
(ii) “including” or “includes” means “including (or includes) but is not limited to” and is not to be construed to limit any general statement preceding it to the specific or similar items or matters immediately following it;
(iii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of”;
(iv) references to Contracts are deemed to include all present amendments, supplements, restatements and replacements to those Contracts;
(v) references to any legislation, statutory instrument or regulation or a section thereof are references to the legislation, statutory instrument, regulation or section as amended, re-enacted, consolidated or replaced from time to time; and
(vi) words in the singular include the plural and vice-versa and words in one gender include all genders.

Knowledge. In this Agreement, any reference to the knowledge of the Vendors means to the best of the knowledge, information and belief of the Covenantor after reviewing all relevant records and making due inquiries regarding the relevant matter, and to the knowledge of the Purchaser means to the best of the knowledge, information and belief of Joseph Nakhla after reviewing all relevant records and making due inquiries regarding the relevant matter.

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Computation of Time . In this Agreement, unless specified otherwise or the context otherwise requires:

(a) a reference to a period of days is deemed to begin on the first day after the event that started the period and to end at 5:00 p.m. on the last day of the period, but if the last day of the period does not fall on a Business Day, the period ends at 5:00 p.m. on the next succeeding Business Day;
(b) all references to specific dates mean 11:59 p.m. on the dates;
(c) all references to specific times are references to Pacific time; and
(d) with respect to the calculation of any period of time, references to “from” mean “from and excluding” and references to “to” or “until” mean “to and including”.

Performance on Business Days . If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next succeeding Business Day.

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Currency and Payment . In this Agreement, unless specified otherwise:

(a) references to dollar amounts or “$” are to Canadian dollars;
(b) any payment is to be made by an official bank draft drawn on a Canadian chartered bank or wire transfer that provides immediately available funds; and
(c) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received and available by 2:00 p.m. on the due date and any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day.

Accounting Terms . In this Agreement, unless specified otherwise, each accounting term has the meaning assigned to it under ASPE.

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Schedules . The following Schedules are attached to and form part of this Agreement:

Schedule 1.1(1) – Accounting Principles Schedule 1.1(58) – Leased Property Schedule 1.1(58) – Leases Schedule 1.1(73) – Permitted Encumbrances Schedule 1.1(90) – Required Approvals Schedule 2.10 – List of Existing Gateway Developers Schedule 4.1(1) – Required Permits and Approvals Schedule 5.1(5) – Ownership of Vendor’s Shares Schedule 5.2(5) – Share Capital Schedule 5.2(14) – Assets Located Other Than at Leased Properties Schedule 5.2(15) – Personal Property Schedule 5.2(16) – Office Equipment Obligations Schedule 5.2(19)(a) – Owned Intellectual Property Schedule 5.2(19)(b) – Licensed Intellectual Property Schedule 5.2(20) – Insurance

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Schedule 5.2(21) – Material Contracts Schedule 5.2(23) – Permits Schedule 5.2(29) – Absence of Changes Schedule 5.2(30)(i) – Tax Registration Numbers Schedule 5.2(31) – Litigation Schedule 5.2(32) – Accounts and Attorneys Schedule 5.2(35)(a) – Employee Plans Schedule 5.2(36) – Labour Matters Schedule 5.2(37) – Employees and Contractors Schedule 6.5 – RTO Plan

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

Agreement to Purchase and Sell . Subject to the terms and conditions of this Agreement, on the Closing Date and effective as of the Effective Time, the Vendors shall sell to the Purchaser and the Purchaser shall purchase from the Vendors, all of the Purchased Shares, constituting all of the issued and outstanding shares in the capital of the Corporations, and the Shareholder’s Loan, free and clear of all Encumbrances.

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Purchase Price and Purchase Price Allocation .

(1) Subject to the terms and conditions of this Agreement, the aggregate purchase price (the “ Purchase Price ”) to be paid by the Purchaser to the Vendors for the Purchased Shares and the Shareholder’s Loan, if applicable, is $10,000,000, subject to any adjustments required by Section 2.4 , and Section 2.5 .
(2) The Purchase Price, as it may be adjusted pursuant to this Agreement, shall be allocated as follows:
(a) To the Purchased Shares which are shares in RDC, the amount shown in the Closing Financial Statements of RDC as the shareholders’ equity in RDC;
(b) To the Shareholder’s Loan, $4,000,000; and
(c) To the Purchased Shares which are shares in Gateway, the balance.

Payment of Purchase Price . Subject to Section 2.5 , the Purchaser shall pay and satisfy the Purchase Price:

(1) As to $1,000,000.00 , by the allotment and issuance by the Purchaser of 1,834,386 Common shares in the capital of the Purchaser as fully paid and non-assessable and free from any pooling, lock-up or similar restriction on resale or transferability save for such restrictions as may be imposed under Applicable Law, at a deemed issuance price of $0.5451 per share (the “ Tribe Shares ”). If the Vendor to whom or to which the Tribe Shares are issued so elects prior to the applicable filing deadline under the ITA, the Vendor and the Purchaser will jointly elect to have the rules set forth in section 85 of the ITA apply with respect to the sale to the Purchaser of the portion of the Subject Shares for which the Tribe Shares have been issued as consideration; and
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(2) As to $9,000,000.00 , by the creation and issuance to the Vendors of a promissory note in such principal amount , such note to provide for the payment terms and to be secured on the terms described in Section 2.6 and 2.7 below.

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Closing Date Adjustments .

(1) On the Closing Date, the Corporations and Gateway West shall have no Indebtedness outstanding other than Current Liabilities, the Shareholder’s Loan, the Office Equipment Obligations, and Client Balances.
(2) As soon as reasonably possible, but not later than 120 days, following the Closing Date, the Vendors shall cause the Corporations’ Accountants to prepare and deliver to the Purchaser the following (collectively, the “ Closing Statements ”):
(a) an unaudited statement of income and balance sheet for each of the Corporations and Gateway West for the period from January 1, 2020 to the Effective Time and as at the Effective Time (in each case without giving effect to the Transactions) prepared in accordance with the Accounting Principles (the “ Closing Financial Statements ”);
(b) Tax returns for the Corporations and Gateway West for the period from January 1, 2020 to the Effective Time, prepared in accordance with the Accounting Principles and the customary practices of the Corporations and Gateway West; and
(c) a calculation of the Working Capital as of the Effective Time as determined by reference to the balance sheet contained in the Closing Financial Statements and in accordance with the Accounting Principles (the “ Closing Working Capital ”).
(3) The Vendors and the Purchaser shall co-operate fully with each other in the calculation of the Closing Working Capital and the preparation of the Closing Statements, including providing the Vendors and the Corporations’ Accountant with access to all Books and Records of the Corporations and Gateway West, to the extent required to complete the Closing Financial Statements and Tax returns.
(4) The Purchaser shall have 30 days from receipt of the Closing Statements within which to review the Closing Statements. The Purchaser may dispute any of the items in the Closing Statements by written Notice (an “ Objection Notice ”) to the Vendors within the same 30 days, which Notice will set out the reasons for the amount in dispute and reasonable details of the calculation of such amount. If the Purchaser has not delivered an Objection Notice to the Vendors within this 30 day period, the Purchaser shall be deemed to have accepted the Closing Statements and they will become final and binding. If the Purchaser delivers an Objection Notice, the Vendors and the Purchaser shall work expeditiously and in good faith in an attempt to resolve all of the items in dispute within 15 days of receipt of the Objection Notice. If all items in dispute are not resolved within this 15 day period, the matter will be submitted for determination to an independent national firm of chartered professional accountants mutually agreed to by the Parties (and, failing such agreement between the Purchaser and the Vendors within a further period of two (2) Business Days, such independent national firm of chartered professional accountants will be Ernst & Young LLP) (the “ Independent Auditor ”). The Independent Auditor will be deemed to be acting as experts and not as arbitrators. The Purchaser and the Vendors shall furnish to the Independent Auditor those accounting Books and Records and information relating to the items in dispute, that are available to that Party or its auditors (and in the case of the Purchaser, the Corporation’s Accountants) as the
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Independent Auditor may require. The determination of such firm of chartered professional accountants as to the proper treatment of the amount or amounts at issue under this Agreement or the ITA or as to the proper calculation of any amount in dispute will be final and binding upon the Parties and will not be subject to appeal, absent manifest error, but is without prejudice to any claims which any of the Parties may have in respect of the representations, warranties, covenants or indemnities made in this Agreement.

(5) On agreement or decision, as the case may be, with respect to all items in dispute, the Closing Statements are deemed to be amended as may be necessary to reflect the agreement or the decision, as the case may be. In this event, references in this Agreement to the Closing Statements will be references to the Closing Statements, as so amended.
(6) The Vendors collectively shall be responsible for one-half of the fees and expenses of the Independent Auditor and the Purchaser shall be responsible for one-half of the fees and expenses of the Independent Auditor but each Party shall be responsible for its own costs and expenses.

Purchase Price Adjustment . Within 30 days after the Closing Financial Statements have been settled in accordance with Section 2.4:

(a) the Vendors shall refund to the Purchaser the amount, if any, by which the Closing Working Capital is less than the Target Working Capital; or
(b) the Purchaser shall pay to the Vendors the amount, if any, by which the Closing Working Capital is greater than the Target Working Capital,

and the Purchase Price will be deemed to have been adjusted upward by the amount of any such payment by the Purchaser or downward by the amount of any such refund by the Vendors, as the case may be. The determination and adjustment of the Purchase Price in accordance with the provisions of Section 2.4 and this Section 2.5 will not limit or affect any other rights or causes of action, which the Parties may have with respect to the representations, warranties, covenants and indemnities in its favour contained in this Agreement.

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Vendor Financing

(1) The promissory note issued by the Purchaser to the Vendors on Closing shall provide for interest at the rate of five percent (5%) per annum on the outstanding principal amount from time to time, with interest on overdue interest at the same rate until paid in full. The principal amount of the promissory note will be subject to adjustment in accordance with the terms of this Agreement.
(2) Interest on the promissory note will accrue from the Closing Date until the earlier to occur of:
(i) ten (10) Business Days after the completion of the RTO; or
(ii) June 30, 2021,

when the accrued interest will be paid by the Purchaser in full. Thereafter interest will be calculated and paid monthly in arrears on the last Business Day of each calendar month.

(3) The Vendor Financing shall be repaid as follows:
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(a) Upon the earlier to occur of:
(i) ten (10) Business Days after the completion of the RTO; or
(ii) October 31, 2021,

the Purchaser shall pay to the Vendors no less than $5,000,000 (plus all accrued but unpaid interest pursuant to Section 2.6 (2) above which is then outstanding); and

(b) The balance of the Vendor Financing shall be payable as follows:
- (i) $1,000,000 payable on the second anniversary of the Closing Date;
- (ii) $1,000,000 payable on the third anniversary of the Closing Date;
- (iii) $1,000,000 payable on the fourth anniversary of the Closing Date; and
- (iv) The remaining balance of the principal amount of the Vendor Financing, together with any accrued but unpaid interest which may then be outstanding, on the fifth anniversary of the Closing Date.
(c) The Purchaser shall be entitled to pre-pay all or any portion of the Vendor Financing at any time prior to such amount having been paid in full, with such payment to be applied against the next installment coming due pursuant to Section 2.6(3)(b) .
(d) The outstanding balance of the principal amount under the promissory note and all accrued but unpaid interest thereon will accelerate and become immediately due and payable in full at the Vendors’ discretion if:
- (i) the Purchaser fails to make any interest payment(s) payable pursuant to Section 2.6(2) after June 30, 2021 when due, and if the Purchaser fails to effect payment of such unpaid amount within ten (10) Business Days after the date on which such payment was due;
- (ii) the Purchaser fails to make any principal payment(s) payable pursuant to Sections 2.6(3)(a) or 2.6(3)(b) when due, and if the Purchaser fails to effect payment of such unpaid amount within ten (10) Business Days after the date on which such payment was due;
- (iii) de facto or de jure control of the Corporations and Gateway West is no longer held by the Purchaser, otherwise than as a result of the RTO or a restructuring of the affairs of the Purchaser which does not result in effective change of control of the Corporations and/or Gateway West, provided that changes to the Board of Directors of the Purchaser shall not constitute a change of control for the purposes of this Section 2.6(3)(d)(iii) ; or
- (iv) the Purchaser or the Corporations and Gateway West become insolvent or cease to carry on business.
(4) The Purchaser and any other party liable at any time for payment of any sums of money payable on the Vendor Financing, jointly and severally, waive presentment and demand for payment,
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notice of dishonour, protest, and notice of protest and non-payment, and all other notices or formalities to which they might be entitled and agree that their liability on the Vendor Financing shall not be affected by any renewal or any extension in the time of payment hereof or by any indulgences and hereby consent to any and all such renewals, extensions or indulgences, regardless of the number of such renewals, extensions or indulgences. The failure of the Vendors to exercise any of their rights hereunder in any particular instance shall not constitute a waiver thereof and any other instance.

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Vendor Take Back Security

(1) On the Closing Date, the Purchaser shall provide and shall cause the Corporations and Gateway West to provide, the following security for the Vendor Financing (the “ VTB Security ”):
(a) a general security agreement granted by the Purchaser granting a security over its assets, provided that such security will be subordinate to up to $7,500,000 in bank financing currently in existence or subsequently obtained by the Purchaser, which requires the granting of a security interest over the assets by such lender, provided that in no case shall such subordination limit or impair the right of the Vendors to receive, or the obligation of the Purchaser to make, any of the payments contemplated by the Vendor Financing as and when provided for in Section 2.6 , other than as may result on any realization on the VTB Security where the security for the bank financing ranks in priority to the VTB Security;
(b) a hypothecation and pledge by the Purchaser to the Vendors of the Purchased Shares and the Shareholder’s Loan, together with undated stock transfer powers duly executed in blank or undated duly executed instruments of transfer and all such other assurances, consents and other documents as the Vendors reasonably request to effectively transfer back to the Vendors title to the Purchased Shares and the Shareholder’s Loan free and clear of all Encumbrances in accordance with Section 2.8 ; and
(c) a guarantee from each of the Corporations and Gateway West whereby each of them shall guarantee the repayment of the Vendor Financing to the Vendors, with such guarantee to be secured by general security agreements granted by each of the Corporations and Gateway West granting a security interest over the assets of each, provided that such security will be subordinate to up to $7,500,000 in bank financing which may be subsequently obtained by the Purchaser, which requires the granting of a security interest over the assets by such lender (and for clarity the $7,500,000 limit is a global total for the Purchaser, the Corporations and Gateway West collectively), provided that in no case shall such subordination limit or impair the right of the Vendors to receive, or the obligation of the Purchaser to make, or the liability of the Corporations and Gateway West for, any of the payments contemplated by the Vendor Financing as and when provided for in Section 2.6 , other than as may result on any realization on the VTB Security where the security for the bank financing ranks in priority to the VTB Security.
(2) Notwithstanding the obligation of the Purchaser to repay the Vendor Financing as set out herein, so long as the Vendor Financing remains outstanding, the Purchaser shall be entitled to set off against the Vendor Financing any amount which may be or becomes payable by the Vendors to the Purchaser pursuant to the indemnity given by the Vendors to the Purchaser as set out in Section 9.1 and 9.2 , but subject to the provisions of Section 9.14 , with such offset to be applied against the amount next due and payable by the Purchaser after the date when the Purchaser is entitled to effect such offset.
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Option to Re-Acquire the Purchased Shares . If the Purchaser has not effected payment of at least $5.0 million of the Vendor Financing pursuant to Section 2.6(3)(a)(i) on or before April 30, 2021, then the Vendors shall have the option of re-acquiring the Purchased Shares and the Shareholder’s Loan from the Purchaser (the “ Repurchase Option ”) for a purchase price equal to the Purchase Price, payable by the return for cancellation of the promissory note evidencing the Vendor Financing, the discharge of the security from the Purchaser contemplated by Section 2.7(1)(a) and the surrender to the Vendor for cancellation of the Tribe Shares (regardless of the fair market value at that time of the Tribe Shares). Upon the Vendor re-acquiring the Purchased Shares and the Shareholders’ Loan, each of the parties’ obligations pursuant to this Agreement and any documents or agreements tendered pursuant to the terms of this Agreement, shall be terminated. If the Purchaser has not effected payment of at least $5.0 million of the Vendor Financing pursuant to Section 2.6(3)(a)(i) or otherwise on or before August 31, 2021, then the Vendors shall be deemed to have exercised the Repurchase Option. In order to exercise the Repurchase Option prior to August 31, 2021, the Vendors shall provide written notice to the Purchaser and the Escrow Agent advising of it exercising the Repurchase Option (the “ Option Exercise Notice ”). Commencing on the earlier of receipt of the Option Exercise Notice or August 31, 2021, the Purchaser shall have sixty (60) days (the “ Outside Date ”) to pay to the Vendors no less than $5.0 million of the Vendor Financing plus all accrued but unpaid interest thereon (the “ Minimum Payment ”). If the Purchaser fails to pay the Minimum Payment on or prior to the Outside Date, then the following events shall occur on the first Business Day following the Outside Date:

(1) the Escrow Agent shall release to the Vendors the Purchased Shares and related instruments of transfer and other documents held in escrow pursuant to the hypothecation and pledge referred to in Section 2.7(1)(b) herein to the Purchaser, and the Purchased Shares and Shareholder’s Loan shall be re-transferred back to the Vendors;
(2) the Purchaser shall be released from any obligation to complete the purchase of the Purchased Shares and to pay to the Vendors the Purchase Price;
(3) all security granted by the Purchaser to the Vendors to secure payment of the Purchase Price, and all security granted by any of the Corporations or Gateway West in relation to any bank financing or other obligations of the Purchaser or any of its Affiliates, shall be discharged and any registrations made to evidence the grant of such security shall be cancelled;
(4) the Tribe Shares shall be returned to the Purchaser for cancellation;
(5) any cash paid to the Vendors on account of the principal amount of the Purchase Price shall be refunded by the Vendors to the Purchaser;
(6) the representatives of the Purchaser appointed as director(s) or officer(s) of the Corporations and Gateway West shall tender to the applicable companies their resignations from such positions; and
(7) the Ullrich Employment Agreement shall be terminated (if with the Purchaser), without any financial obligation on either party to such agreement.

Upon completion of each of the actions described in this Section 2.8(1) through 2.8(7) , the Parties shall be released from any obligation to the other pursuant to this Agreement or any document tendered as required pursuant to the terms of this Agreement.

Post-Closing Interim Period Covenants. In order to ensure that the Corporations and Gateway West are in a condition substantially the same as on the Closing Date, prior to payment of the Minimum

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Payment, the Purchaser agrees to preserve the Corporations and Gateway West in their condition as at the Closing Date, as much as reasonably possible, unless otherwise approved by the Covenantor, which approval may be arbitrarily withheld, or as may otherwise be required to complete the RTO Plan. In order to comply with the covenant set out in this Section 2.9 , the Purchaser shall not, and shall cause each of the Corporations and Gateway not to:

(1) provide or enter into any Contracts with the Purchaser or any affiliate of the Purchaser or any officer, director, shareholder or employee of any such affiliate;
(2) incur, assume or guarantee any indebtedness, except for unsecure current obligations and Indebtedness incurred in the ordinary course of business;
(3) suffer or permit any Encumbrance upon any of the assets or properties of the Corporations or Gateway West;
(4) transfer, assign or grant any license or sublicense of any material rights under or with respect to the Corporations or Gateway West;
(5) acquire by merger or consolidation with, or by purchase of, a substantial portion of the assets or shares of, or by any other manner, or provide to any person or enter into with any person any letters of intent or expressions of interest in respect of, any Business or any person or any division thereof;
(6) adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of applicable law or consent to the filing of any bankruptcy petition against it under any applicable law;
(7) enter into any Contract outside of the ordinary course of business or accelerate, terminate, materially modify, waive or cancel any of the Contracts or any claims or rights thereunder;
(8) integrate any of the policies, procedures or accounting systems of the Corporations or Gateway West with those of the Purchaser or its Affiliates;
(9) advertise the acquisition of the Purchased Shares, except to the extent required by Applicable Law, or otherwise approved by the Covenantor, which consent may be arbitrarily withheld.
(10) amend the charter, by-laws or other organizational documents of the Corporations or Gateway West;
(11) issue, sell or dispose of any capital stock of the Corporations or Gateway West, or grant any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any capital stock of the Corporations or Gateway West, or redeem, purchase or acquire stock of the Corporations or Gateway West;
(12) grant any general increase in the rate of wages, salaries, bonuses or other remuneration of any Employees except as may be required under Applicable Law and except for normal annual wage adjustments in accordance with the past practices of the Corporations and Gateway West;
(13) increase the benefits to which Employees are entitled under any Employee Plans or create any new Employee Plans other than as required by law or pursuant to any Employee Plans in effect on the date hereto;
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(14) adopt, modify in any material respect or terminate any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Corporations or Gateway West; or (ii) Employee Plan;
(15) make any material change in the policies of the Corporations or Gateway West with respect to the payment of Accounts Payable, accrued expenses or the collection of Accounts Receivable or other receivables, other than as required by Applicable Law;
(16) make any material change in the banking or cash management practices or in the financial, tax or accounting methods, principles or practices used by the Corporations or Gateway West, except as required by Applicable Law;
(17) sell, license, lease, transfer, assign, abandon or otherwise dispose of any of its or their material assets, other than in the Ordinary Course of business;
(18) make any material change in the manner in which the Corporations or Gateway West generally extend discounts or credits to clients, other than in the Ordinary Course of business;
(19) make, change or revoke any tax election (other than elections in the Closing Statements or as contemplated by this Agreement), change any annual tax accounting period, adopt or change any method of tax accounting or reporting, file any amended tax return, enter into any closing agreement, settle or compromise any Claim or legal proceeding or controversy relating to taxes, surrender any right to claim a tax refund, offset or other reduction in tax liability, make a request for a tax ruling or enter into any agreement with any Governmental Authority or consent to any extension or waiver of any limitation period applicable to the assessment or reassessment of taxes, the filing of any tax return or the payment of any taxes by or in respect of the Corporations or Gateway West for any taxable period, or take any action that results in any material increased tax liability or reduction of any deductions or credit in respect of any preclosing period;
(20) declare or pay any non-cash dividend or make any non-cash distribution in respect of the Purchased Shares;
(21) declare or pay any cash dividends, advance any loans to the Purchaser or its affiliates, make any payment on account of the Shareholder’s Loan, pay any fees to the Purchaser or pay any other expenses to the Purchaser, outside of the Ordinary Course of business of the applicable Businesses;
(22) take any action which would result in any Material Adverse Change in or to the Business; or
(23) authorize, agree, resolve or consent to any of the foregoing.

Revenue Adjustment . If as at the first anniversary of the Closing Date (the “ Revenue Calculation Date ”), the actual revenues of the Corporations and Gateway West for the period from the Closing Date to the Revenue Calculation Date, as adjusted in accordance with this Section 2.10 (the “ 2021 Actual Revenues ”) are less than $9.5 million (the “ Guaranteed Revenue ”), then the Purchase Price shall be reduced by the difference between the Guaranteed Revenue and the 2021 Actual Revenue:

(1) on a dollar for dollar basis in respect of the first $500,000 of difference; and
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(2) on the basis of a $0.50 reduction of the Purchase Price for each $1.00 of difference over $500,000,

to a maximum reduction of $750,000. For the purposes of calculating the 2021 Actual Revenues, the gross revenues of the Corporations and Gateway West will be as shown in their financial statements prepared by the Corporations’ Accountants as at the Revenue Calculation Date (if such date is the fiscal year end of the Corporations and Gateway West) prepared in accordance with the Accounting Principles, or will be calculated by the Corporations’ Accountants as at the Revenue Calculation Date (if such date is not then the fiscal year end of the Corporations and Gateway West) and prepared in accordance with the Accounting Principles, and the following adjustments shall be made where applicable:

(3) all revenue earned by any of the Corporations and/or Gateway West from any of their clients or customers as at the Closing Date, or from any new rental properties acquired by the Corporations or Gateway West after the Closing Date, shall be included;
(4) all revenue earned from any new rental properties acquired by the Purchaser or any of its Affiliates after 60 days from the Closing Date shall be added (but without duplication);
(5) all revenue earned from any new condominium or strata properties acquired by the Purchaser or any of its Affiliates after 60 days from the Closing Date shall be added (but without duplication), except for revenue from new condominium or strata properties which is to be excluded pursuant to Sections 2.10(6) or (7) ;
(6) the revenue from new condominium or strata property business acquired by the Purchaser or any of its Affiliates in the Greater Toronto area of Ontario or in the Lower Mainland area of British Columbia shall not be added or included;
(7) the revenue from new condominium or strata property business acquired by the Corporations and/or Gateway West in the Greater Toronto area of Ontario or in the Lower Mainland area of British Columbia shall be deducted unless the revenue relates to new condominium or strata property business from any of the developers listed in Schedule 2.10 attached hereto; and
(8) the revenues from any new condominium or strata property business acquired by any of the Purchaser, its Affiliates, the Corporations or Gateway West as a result of the acquisition by the Purchaser or any of its Affiliates of any other property management business (whether by a share transaction or by acquisition of existing property management contracts) shall not be added or included.

As soon as reasonably practicable, and not more than 120 days, following the Revenue Calculation Date the Corporations’ Accountants shall provide their calculation of the 2021 Actual Revenues to the Purchaser and the Vendors, together with sufficient detail regarding their calculations in order for Purchaser and the Vendors to confirm the accuracy of the 2021 Actual Revenues as so calculated. The Parties shall have 30 days from receipt of the Corporations’ Accountants’ calculation of the 2021 Actual Revenues within which to review such calculation. Either the Purchaser or the Vendors may dispute any aspect of the Corporations’ Accountants’ calculation of the 2021 Actual Revenues, acting reasonably, by delivering an Objection Notice to the other Party(ies) within the same 30 days, which Notice will set out the reasons for the amount in dispute and reasonable details of the disputing Party’s calculation of such amount. If none of the Parties has delivered an Objection Notice to the others within this 30 day period, the Parties will be deemed to have accepted the Corporations’ Accountants’ calculation of the 2021 Actual Revenues and they will become final and binding. If any of the Parties delivers an Objection Notice, the procedure contemplated by Section 2.4 will apply and the dispute will be determined in accordance with that Section, mutatis mutandis . Any

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adjustment to the Purchase Price pursuant to this Section 2.10 will be made by reducing the outstanding balance of the Vendor Financing, effective as of and from the date on which the 2021 Actual Revenues have been determined pursuant to this Section, and shall reduce the amount of the next installment payment due by the Purchaser to the Vendors pursuant to Section 2.6(3)(b) .

Adjustment for Increased Revenues. If as at the Revenue Calculation Date, the 2021 Actual Revenues (as calculated or determined in accordance with Section 2.10) are greater than $10.5 million, then the Purchase Price shall be increased by the difference between the 2021 Actual Revenue and the aforesaid $10.5 million on a dollar for dollar basis. Any adjustment to the Purchase Price pursuant to this Section 2.11 will be made by increasing the outstanding balance of the Vendor Financing, effective as of and from the date on which the 2021 Actual Revenues have been determined pursuant to Section 2.10 , and payable to the Vendors as part of the last installment payment due by the Purchaser to the Vendors pursuant to Section 2.6(3)(b) .

No Action to Impair Revenue. Until such time as the Purchaser has effected payment of at least $5.0 million of the Vendor Financing pursuant to Section 2.6(3)(a) , neither the Purchaser nor its Affiliates shall take or omit to be taken or cause the Corporations or Gateway West to take or omit to take, any action which would reasonably be expected to negatively affect the amount of the 2021 Actual Revenue. Once the Purchaser has effected payment of at least $5.0 million of the Vendor Financing pursuant to Section 2.6(3)(a) , then:

(1) unless otherwise agreed to by the Covenantor, such consent not to be unreasonably withheld, during the period from the Closing Date to the Revenue Calculation Date, no step will be taken or omitted to be taken by the Purchaser, its Affiliates, the Corporations or Gateway West which would reasonably be expected to negatively affect the amount of the 2021 Actual Revenue;
(2) notwithstanding Section 2.12(1), the Purchaser may take any actions which may result in the reduction of the 2021 Actual Revenue if (a) if a material consideration for the decision to reduce revenues is the fact that the revenue generated would not be profitable or would be earned at a loss to the applicable company; or (b) the provision of the services required to generate the revenue might reasonably be expected to impair the Permits; and
(3) notwithstanding Section 2.12(1) , the Purchaser may terminate an otherwise profitable customer or client of the Corporations or Gateway West as at the Closing Date, where such termination would negatively affect the amount of the 2021 Actual Revenue, provided the 2021 Actual Revenue shall be calculated on the basis that the recurring revenue associated with such terminated customer or client which would have been earned had the contract with that customer or client continued up to the Revenue Calculation Date and will be included when calculating the 2021 Actual Revenue.

ARTICLE 3 CLOSING ARRANGEMENTS

Closing. The Parties shall hold the Closing on the Closing Date, at such time as agreed to by the Vendors and the Purchaser at the offices of Affinity Law Group in Vancouver, British Columbia or at such other place as is agreed to by the Vendors and the Purchaser, or by the exchange of the appropriate solicitors’ undertakings.

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ARTICLE 4 CLOSING DELIVERABLES

Vendors’ Closing Deliverables. At the Closing, the Vendors shall deliver, or cause to be delivered, to the Purchaser the following documents and other instruments:

(1) all Permits and Approvals described in Schedule 4.1(1) , in each case in form and substance satisfactory to the Purchaser, acting reasonably;
(2) certificates representing the Purchased Shares, accompanied by stock transfer powers duly executed in blank or duly executed instruments of transfer, and all such other assurances, consents and other documents as the Purchaser reasonably requests to effectively transfer to the Purchaser title to the Purchased Shares free and clear of all Encumbrances other than the VTB Security, effective as of the Closing;
(3) original share registers, share transfer ledgers, minute books and corporate seals (if any) of the Corporations;
(4) instrument of transfer effective to transfer the Shareholder’s Loan;
(5) all other Books and Records;
(6) a certified copy of a resolution of the board of directors of each of the Corporations consenting to the transfer of the Purchased Shares from the Vendors to the Purchaser as contemplated by this Agreement and authorizing the execution, delivery and performance of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by each of the Corporations;
(7) releases by the Vendors as shareholders and directors, to the extent applicable, of each of the Corporations in favour of the Corporations in a form reasonably satisfactory to the Purchaser;
(8) the resignation of all directors and officers of the Corporations effective as of the Closing together with a release in a form reasonably satisfactory to the Purchaser from any and all possible Claims, against the Corporations arising from any act, matter or thing arising at or prior to the Closing;
(9) a copy of the Ullrich Employment Agreement, duly executed by the parties thereto;
(10) in respect of the Ullrich Trust, a certificate of a trustee certifying the resolutions of the trustees of the Trust authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor;
(11) in respect of 431961, a certified copy of the resolutions of the director(s) of 431961 authorizing and approving the Transaction, the execution and delivery of this Agreement and the transfer of the Purchased Shares owned by 431961 to the Purchaser pursuant to the terms of this Agreement;
(12) an opinion of the Vendors’ Solicitors to the effect that this Agreement has been duly executed and delivered by the Vendors, the Purchased Shares are due and validly issued to each of the
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Vendors, and such Purchased Shares have been validly transferred to the Purchaser, in a form reasonably satisfactory to the Vendors’ Solicitor;

(13) evidence reasonably satisfactory to the Purchaser of the release and discharge of all Encumbrances affecting any of the Corporations’ assets, other than the Permitted Encumbrances, subject to any undertakings in place between the Vendors’ Solicitor and the Purchaser’s Solicitor;
(14) evidence reasonably satisfactory to the Purchaser of the termination, without continuing liability or obligation to either of the Corporations or the Purchaser, of all Affiliate Transactions effective as of the Closing;
(15) Lease agreements for any property in which the Vendors directly or indirectly control, on such terms as are acceptable to the Purchaser and the Vendors, acting reasonably (the “ Leases ”); and
(16) such other documentation as the Purchaser reasonably requests on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Purchaser, acting reasonably.

Purchaser’s Closing Deliverables . At the Closing, the Purchaser shall deliver, or cause to be delivered, to the Vendors the following documents and other instruments:

(1) a certified copy of a resolution of the directors of the Purchaser authorizing and approving the Transaction and the execution and delivery of the documents required of the Purchaser under the provisions of this Agreement;
(2) the promissory note representing the Vendor Financing;
(3) the Guarantee from the Corporations and Gateway West, duly executed by the parties thereto;
(4) the GSA of each of the Purchaser, the Corporations and Gateway West, duly executed by the parties thereto;
(5) the hypothecation of the Purchased Shares and Shareholder’s Loan in favour of the Vendors, together with the certificates representing the Purchased Shares and undated stock transfer powers duly executed in blank or undated duly executed instruments of transfer and all such other assurances, consents and other documents as the Vendors reasonably request to effectively transfer back to the Vendors title to the Purchased Shares and the Shareholder’s Loan free and clear of all Encumbrances in accordance with Section 2.8 , and together with an escrow agreement governing the holding of the Purchased Shares and such instruments pursuant to the hypothecation/ pledge agreement, in a form reasonably satisfactory to the Vendors’ Solicitor;
(6) the Tribe Shares registered in the name of the Vendors as described in Section 2.3(1)
(7) a copy of the Ullrich Employment Agreement, duly executed by the parties thereto;
(8) the Leases; and
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(9) such other documentation as the Vendors reasonably request on a timely basis in order to establish the completion of the Transactions and the taking of all corporate proceedings in connection with the Transactions (as to certification and otherwise), in each case in form and substance satisfactory to the Vendors, acting reasonably.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

Representations and Warranties of the Vendors . Each Vendor jointly and severally represents and warrants to the Purchaser as to itself as follows and acknowledges that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and the Shareholder’s Loan and that the Purchaser would not purchase the Purchased Shares and Shareholder’s Loan without these representations and warranties:

(1) Legal Capacity. Each Vendor has all necessary legal capacity to own or lease or dispose of that Vendor’s undertaking, property and assets (including the Vendor’s Shares and the Shareholder’s Loan), to enter into this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered, and to perform their respective obligations hereunder and thereunder.
(2) Ullrich Trust. The Ullrich Trust is a trust settled and existing under the laws of the Province of British Columbia with the power to own its property and carry on its business, and the trustees of the Ullrich Trust have made all necessary or required filings under all Applicable Laws.
(3) Authorization. All necessary action has been taken by the Covenantor as trustee to authorize the execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by the Ullrich Trust and the performance of its obligations hereunder and thereunder.
(4) Enforceability. This Agreement has been duly executed and delivered by each Vendor is a legal, valid and binding obligation of that Vendor enforceable against that Vendor in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by each of the Vendors, as applicable, will at the Closing have been duly executed and delivered by each such Vendor and (assuming due execution and delivery by the other parties thereto) will at Closing be enforceable against the Vendor in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
(5) Ownership of Vendor’s Shares and Shareholder’s Loan. Each Vendor is the registered owner of the Vendor’s respective Purchased Shares set forth opposite the applicable Vendor’s name on Schedule 5.1(5) , and 431961 is the owner of the Shareholder’s Loan, with good and marketable title thereto, free and clear of all Encumbrances, and has the exclusive right to dispose of such Vendor’s Purchased Shares and Shareholder’s Loan, as applicable, as provided in this Agreement. None of the Purchased Shares registered in such Vendor’s name is subject to (a) any Contract or restriction which in any way limits or restricts the transfer to the Purchaser of such Vendor’s Shares other than the transfer restrictions in the applicable
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Corporation’s articles, and (b) any voting trust, pooling agreement, shareholder agreement, voting agreement or other Contract, arrangement or understanding with respect to the voting of such Vendor’s Shares (or any of them) other than as set out in Schedule 5.2(5) , true, accurate and complete copies of which, or where the Contracts, arrangements or understandings are oral, true, accurate and complete summaries of the terms of which, have been provided to the Purchaser. At or prior to the Closing, all those Contracts and restrictions will have been complied with or terminated and evidence of that compliance or termination in form and substance satisfactory to the Purchaser, acting reasonably, will have been provided to the Purchaser. On completion of the Transactions, none of the Vendors will have any ownership interest in either of the Corporations, whether direct or indirect, actual or contingent, and the Purchaser shall have good title to all Vendor’s Shares and the Shareholder’s Loan, free and clear of all Encumbrances other than the VTB Security or Encumbrances granted by the Purchaser.

(6) No Other Agreements to Purchase. No Person other than the Purchaser has any Contract or any right or privilege capable of becoming a Contract for the purchase or acquisition from such Vendor of any of the Vendor’s Shares registered in such Vendor’s name or the Shareholder’s Loan.
(7) Bankruptcy. Each Vendor is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. None of the Vendors have initiated proceedings with respect to a compromise or arrangement with the creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of any of the Vendors, nor any of its undertakings, property or assets (including any of the Vendor’s Shares and the Shareholder’s Loan registered in the name of the Vendors) and no execution or distress has been levied on any of its undertakings, property or assets (including any of the Vendor’s Shares registered in the name of such Vendor or the Shareholder’s Loan), nor have any proceedings been commenced in connection with any of the foregoing.
(8) Absence of Conflict. The execution, delivery and performance by such Vendor of this Agreement and the completion of the Transactions will not (whether after the passage of time or notice or both) result in:
(a) the breach or violation of any of the provisions of, or constitute a default under, or conflict with any of its obligations under:
- (i) any provision of the Constating Documents, as applicable;
- (ii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over such Vendor;
- (iii) any Approval issued to such Vendor, or held for the benefit of or necessary to the ownership of any of the Vendor’s Shares registered in the name of such Vendor or the Shareholder’s Loan, except for the Required Approvals; or
- (iv) any Applicable Law;
(b) the creation or imposition of any Encumbrance over any of the Vendor’s Shares registered in the name of such Vendor or the Shareholder’s Loan, other than the VTB Security; or
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(c) the requirement of any Approval from any of the creditors of such Vendor.
(9) Litigation. There are no Proceedings (whether or not purportedly on such Vendor’s behalf) pending or outstanding or threatened against such Vendor which could affect the Vendor’s Shares registered in the name of such Vendor or the Shareholder’s Loan or their ability to perform such Vendor’s obligations under this Agreement. To such Vendor’s knowledge there is not any factual or legal basis on which any such Proceeding might be commenced with any reasonable likelihood of success.
(10) Shareholder’s Loan. The Shareholder’s Loan is properly due and owing by Gateway to 431961.
(11) Residence. Each of the Vendors are not a non-resident of Canada for purposes of the Tax Act.

Representations and Warranties of the Vendors Relating to the Corporations and Gateway West . The Vendors jointly and severally represent and warrant to the Purchaser as follows and acknowledge that the Purchaser is relying on these representations and warranties in connection with its purchase of the Purchased Shares and that the Purchaser would not purchase the Purchased Shares without these representations and warranties:

(1) Organization and Status Gateway. Gateway is duly incorporated and organized, and is validly subsisting, under the federal laws of Canada, is extra-provincially registered under the Provinces of British Columbia, Alberta, Ontario and Quebec, and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of such jurisdictions. The preceding jurisdictions are the only jurisdictions in which the nature of the Business or the Corporation’s assets makes the registration, licensing or qualification necessary.
(2) Organization and Status - RDC. RDC is duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario, is extra-provincially registered under the Provinces of British Columbia, Ontario and Quebec, and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of such jurisdictions. The preceding jurisdictions are the only jurisdictions in which the nature of the Business or the Corporation’s assets makes the registration, licensing or qualification necessary.
(3) Organization and Status Gateway West. Gateway West is duly incorporated and organized, and is validly subsisting, under the laws of the Province of Alberta and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of that jurisdiction. Alberta is the only jurisdiction in which the nature of the Business or Gateway West’s assets makes the registration, licensing or qualification necessary.
(4) Corporate Power. Each of the Corporations and Gateway West have all necessary corporate power and authority to own or lease its assets and to carry on their respective Businesses as now being conducted by each.
(5) Authorized and Issued Capital. Schedule 5.2(5) sets out the authorized and issued shares of each of the Corporations and Gateway West, the names of the Persons who are shown on the securities register of each of the Corporations and Gateway West as the holder of any of the shares, the names of the Persons who are the beneficial owners of any of the shares, and the number and class of shares held or owned, as the case may be, by each Person. All of the shares indicated in Schedule 5.2(5) are the only issued and outstanding shares of each of the Corporations and Gateway West and have been validly issued and are outstanding as fully paid
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and non-assessable shares, and were not issued in violation of the pre-emptive rights of any Person or any Contract or Applicable Law by which each of the Corporations and Gateway West was bound as the time of the issuance. Other than as set out on Schedule 5.2(5), there are no shareholders agreements, voting trusts, pooling agreements or other Contracts, arrangements or understandings in respect of the voting of any of the shares of any of the Corporations and Gateway West. True, accurate and complete copies of the Constating Documents have been provided to the Purchaser prior to the date of this Agreement.

(6) Options. No Person other than the Purchaser has any Contract or any right or privilege capable of becoming a Contract, including convertible securities, warrants or convertible obligations of any nature, for the purchase, subscription, allotment or issuance of any issued or un-issued shares or other securities of any of the Corporations and Gateway West.
(7) Absence of Conflict. The completion of the Transactions will not (whether after the passage of time or notice or both) result in:
(a) the breach or violation of any of the provisions of, or constitute a default under, or give any Person the right to seek or cause a termination, cancellation, amendment or renegotiation of any Contract to which either of the Corporations or Gateway West is a party or by which any of its assets is bound or affected or any Contract in respect of an Employee Plan, other than the Required Consents;
(b) the breach or violation of any of the provisions of, or constitute a default under, or conflict with any of the obligations of any of the Corporations or Gateway West under:
- (i) any provision of the Constating Documents or resolutions of the board of directors (or any committee thereof) or shareholders of each of the Corporations and Gateway West;
- (ii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over any of the Corporations or Gateway West;
- (iii) any Approval issued to, or held by, any of the Corporations or Gateway West; or
- (iv) any Applicable Law,

other than the Required Consents;

(c) the creation or imposition of any Encumbrance over assets of any of the Corporations or Gateway West; or
(d) the requirement of any Approval from any of the creditors of any of the Corporations or Gateway West.
(8) Conduct of Business. Each of the Corporations and Gateway West has complied with, and has conducted the Business in compliance with, in all material respects all Applicable Laws, except that for a period of time Gateway provided property management services in respect of a rental property located in Saskatchewan without being registered as a property manager or extra provincially registered in that province, but ceased doing so more than 5 years prior to the Closing Date. The Business is the only business operation carried on by the Corporations and Gateway West and each of its respective assets are sufficient to permit the continued operation
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of the Business by each of the Corporations and Gateway West in substantially the same manner as conducted in the one year period preceding the date of this Agreement.

(9) No Subsidiaries. The Corporations and Gateway West do not own and do not have any Contracts of any nature to acquire, directly or indirectly, any Equity Interests, or to make any investment (whether debt or equity) in any Person other than Gateway’s interest in Gateway West and the Corporations and Gateway West do not have any Contracts to acquire by any manner whatsoever or lease any other business operations.
(10) Bankruptcy. Neither of the Corporations nor Gateway West is an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. Neither of the Corporations nor Gateway West has initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of any of the Corporations or Gateway West or any of their respective assets and no execution or distress has been levied on any of the Corporations’ or Gateway West’s assets, nor have proceedings been commenced in connection with any of the foregoing.
(11) Location of Leased Property. Neither of the Corporations nor Gateway West own any real property. The only real property leased by either of the Corporations or Gateway West are the real properties subject to the Leases. Neither of the Corporations nor Gateway West is the beneficial or registered owner of or the lessor or lessee of, or has agreed to acquire or lease, any real property or Appurtenances, or any interest in any real property or Appurtenances, other than the Leased Properties.
(12) Real Property Leases. The Leases are the only leases or agreement in the nature of a lease to which any of the Corporations or Gateway West is a party, whether as lessor or lessee. A true, accurate and complete copy of the Leases has been provided to the Purchaser as of the date of this Agreement. The Leases are in full force and effect and unamended and neither the Corporations nor Gateway West, to the knowledge of the Vendors, any other party thereto is in breach of any material covenant, condition or obligation contained therein. No amount is payable after Closing as a commission or finder’s fee under an arrangement to which the Corporations or Gateway West is a party in respect of the Leases or any renewal or extension or exercise of any option or right pursuant to the Leases except for amounts which are Accounts Payable as at the Closing Date which are accounted for in the calculation of the Closing Working Capital.
(13) Other Real Property Matters and Leased Property Matters. Each of the Corporations or Gateway West, as applicable, occupies the Leased Properties and has the exclusive right to possess, use and occupy the Leased Properties during the term of the applicable Lease. All Appurtenances situated on each of the Leased Properties are in reasonable operating condition and in a state of reasonable maintenance and repair in light of their age, and are adequate and suitable for the purposes for which they are currently being used. To the knowledge of the Vendors, none of those Appurtenances (or any equipment therein), nor the operation or maintenance thereof, violates any restrictive covenant or any provision of any Applicable Law, or encroaches on any property owned by others. Without limiting the generality of the foregoing:
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(a) the Leased Properties and the current uses of and the conduct of respective Business on those properties comply with all Applicable Laws, and comply with all applicable restrictive covenants which constitute Permitted Encumbrances;
(b) no alteration, repair, improvement or other work has been ordered, directed or requested in writing to be done or performed to or in respect of any Leased Properties by any Governmental Authority, which alteration, repair, improvement or other work has not been completed and no written notification has been given to any of the Corporations or Gateway West of any such work being ordered, directed or requested, other than those that have been complied with; and
(c) to the knowledge of the Vendors, the Leased Properties (including all Appurtenances) are free of defects (patent or latent), there are no material or structural repairs or replacements that are necessary and none of the Leased Properties are currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated.
(14) Title to Other Property. Each of the Corporations and Gateway West has good and marketable title to all of its respective assets (other than the Leased Properties which are addressed in Section 5.2(13)) and 5.12(13), free and clear of all Encumbrances other than the Permitted Encumbrances and the Office Equipment Obligations. Except as noted in Schedule 5.2(14) , all of the Corporations’ and Gateway West’s respective assets are located or held at the Leased Properties (save for financial assets which are held in a bank or similar institution). All of the Corporations’ and Gateway West’s assets (other than the Leased Properties) used by each of the Corporations and Gateway West are in reasonable working order and in a functional state of repair and maintenance, reasonable wear and tear excepted, and sufficient to carry on the applicable Business substantially as it has been conducted in the twelve months prior to the date of this Agreement, other than assets which by their nature require periodic replacement in the Ordinary Course of the Business.
(15) Personal Property. Schedule 5.2(15) is an accurate summary of the equipment, furniture, and other personal property owned or leased by any of the Corporations or Gateway West and located in the Leased Properties.
(16) Office Equipment Obligations. Schedule 5.2(16) is a true, accurate and complete list of all of the Office Equipment Obligations, true, accurate and complete copies of which have been made available to the Purchaser. All of the Office Equipment Obligations were entered into by either the Corporations or Gateway West, as applicable in the Ordinary Course.
(17) Inventories. Neither of the Corporations nor Gateway West maintain any Inventories other than immaterial inventories of office supplies.
(18) Accounts Receivable. All Accounts Receivable are bona fide and good and reflect revenues earned in the Ordinary Course under ASPE prior to the Effective Time. The Closing Financial Statements will reflect the value of the Accounts Receivable as at the Closing Date shown in the financial Books and Records, subject to an allowance for doubtful accounts in accordance with ASPE. None of the Accounts Receivables the Accounts Receivable as at the Closing Date will be due from an Affiliate of either of the Corporations or Gateway or from either of the Vendors or from any Employee. No Person has any Encumbrance on any Accounts Receivable or any part thereof, other than Permitted Encumbrances.
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(19) Intellectual Property.

(a) Schedule 5.2(19)(a) sets forth a complete and accurate list of all Owned Intellectual Property. Except as noted in Schedule 5.2(19)(a), each of the Corporations and Gateway West hold the entire right, title and interest in and to all of the Owned Intellectual Property, free of all Encumbrances, other than Permitted Encumbrances, and has the exclusive and unfettered right to use the Owned Intellectual Property.
(b) Schedule 5.2(19)(b) sets forth a complete and accurate list of all Licensed Intellectual Property, other than off-the-shelf software costing no more than $5,000 in any calendar year, and all Contracts that comprise or relate to such Licensed Intellectual Property. Either the Corporations or Gateway West, as applicable, has the right to use the Licensed Intellectual Property set out in Schedule 5.2(19)(b) in accordance with the terms of the license agreement or Contract pursuant to which it is held.
(c) The Business Intellectual Property is all of the Intellectual Property used or required for the proper carrying on of each of the applicable the Businesses, as it has been and is now conducted. Each of the Corporations or Gateway West, as applicable, has the right and authority to use after the Closing Date the Business Intellectual Property in connection with the conduct of the respective Businesses in the manner presently conducted by either the Corporations or Gateway West, as applicable. Except as noted in Schedule 5.2(19)(a), neither the use of the Business Intellectual Property nor the conduct of any of the Businesses has infringed or, to the knowledge of the Vendors, allegedly infringed the Intellectual Property of any other Person.
(d) Entering into this Agreement will not alter, impair or extinguish any of the Business Intellectual Property or trigger any rights of first refusal requiring the sale, assignment or transfer of any Business Intellectual Property to another Person.
(e) To the knowledge of the Covenantors, except as noted in Schedule 5.2(19)(a), the Business does not infringe upon the patents, trademarks, trade names or copyrights, domestic or foreign, of any other person, firm or corporation.
(f) The IT Systems, having regard to their age and use, and subject to reasonable wear and tear, are: (i) sufficient for the conduct of the Business as currently conducted; (ii) in reasonable working condition, except for normal wear and tear, to effectively perform all computing, information technology and data processing operations necessary for the conduct of the Business as currently conducted; and (iii) have been used in compliance with all applicable laws.
(g) To the knowledge of the Covenantor, the Corporations and Gateway West have not, in the past five (5) years, experienced any material Loss relating to, and in any event there has not been any actual or alleged data security incident or breach, unauthorized access or use of any of the IT Systems in the possession or under the control of the Corporations and Gateway West, or unauthorized collection, disclosure, acquisition, destruction, damage, loss, corruption, alteration or use of any Personal Information or confidential or sensitive data stored by or in the possession or under the control of the Corporations or Gateway West, save and except that approximately 3 years prior to the Closing Date Gateway’s IT Systems were struck by a ransomware attack, but were able to be fully restored from a backup without loss of data or financial cost.
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(20) Insurance. The Corporation’s assets are covered by fire and other insurance with responsible insurers against such risks and in such amounts as are reasonable for prudent owners of comparable assets. Schedule 5.2(20) lists the insurance policies maintained by each of the Corporations and Gateway West on the Businesses, on their respective assets and on the Employees (the “ Insurance Policies ”). In addition to the Insurance Policies listed in Schedule 5.2(20) , Gateway or Gateway West, as applicable, are named as additional insureds under the policies of insurance maintained by the owners of some or all of the rental properties for which Gateway or Gateway West provide services, in respect of liability to which they may become subject as property managers. Neither of the Corporations nor Gateway West is in default, whether as to the payment of premiums or with respect to any other provision contained in any Insurance Policy or has failed to give any notice or present any claim under any Insurance Policy in a due and timely manner. The Vendors have no reason to believe that any of the Insurance Policies will not be renewed by the insurer on the scheduled expiry of the policy. True, accurate and complete copies of all Insurance Policies have been provided to the Purchaser prior to the date of this Agreement.
(21) Material Contracts and Other Contracts. Except as set out in Schedule 5.2(21) , none of the Corporations or Gateway West is a party to or bound by:
(a) any continuing Contract for the purchase of materials, supplies, equipment or services which involves payment under that Contract of more than $20,000;
(b) any employment or consulting Contract or any other written Contract with any officer, Employee or consultant (other than oral employment Contracts of indefinite hire terminable by the employer without cause on reasonable notice and other than the Ullrich Employment Agreement) or any Contract in relation to any Employee Plan;
(c) any trust indenture, mortgage, hypothec, promissory note, debenture, loan agreement, guarantee or other Contract for the borrowing of money or a leasing transaction of the type required to be capitalized in accordance with ASPE, save for the Permitted Encumbrances;
(d) any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to, the liabilities, obligations, indebtedness, or commitments (whether accrued, absolute, contingent or otherwise) of any Person other than the other Corporation or Gateway West;
(e) any Contract for capital expenditures in excess of $20,000 in the aggregate;
(f) any Contract for the sale of any of the Corporation’s assets or any part of the Business, other than dispositions of redundant assets in the Ordinary Course;
(g) any confidentiality, secrecy or non-disclosure Contract (whether either of the Corporations or Gateway West is a beneficiary or obligor thereunder) relating to any proprietary or confidential information, other than with the Purchaser and/or customer Contracts entered into in the Ordinary Course, or any non-competition or similar Contract;
(h) any Contract to which either of the Corporations or Gateway West is a party or by which any of the Corporations or Gateway West is bound or by which any of its assets is subject, made in the Ordinary Course and which involves or may reasonably involve the payment to or by either of the Corporations or Gateway West in excess of $20,000 over the term of
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the Contract, other than the Insurance Policies and the Licensed Intellectual Property (a “ Material Contract ”); or

(i) any Contract entered into by and of the Corporations or Gateway West other than in the Ordinary Course.

True, accurate and complete copies of all Contracts set out in Schedule 5.2(21) , or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser prior to the date of this Agreement.

(22) No Default Under Contracts. Each of the Corporations and Gateway West have performed all of the material obligations required to be performed by it and is entitled to all benefits under, and is not in material default or to the Vendors’ knowledge alleged to be in default in respect of, any Material Contract, any Contract with a customer or client of the Business, or the Employee Plans (including the Contracts referred to in any Schedule to this Agreement), to which each of the Corporations and Gateway West is a party or by which each of the Corporations and Gateway West are bound or affected. All such Contracts are in good standing and in full force and effect, and to the knowledge of the Vendors no event, condition or occurrence exists that, after notice or lapse of time or both, would constitute a material default under any such Contract. There is no material dispute between any of the Corporations or Gateway West and any other party under any such Contract, except for any Contract with a customer or client of the Business in respect of which either of the Corporations or Gateway has claimed an allowance for a potential bad debt. Except for the Required Consents, none of those Contracts contain terms under which the execution or performance of this Agreement would give any other contracting party the right to terminate that Contract or would otherwise require the consent of any other Person. None of the Corporations or Gateway West has received any notice (written or oral): (i) alleging breach of any Contract to which it is a party; or (ii) terminating or threatening to terminate any Contract to which it is a party, except that one of the clients of Gateway has given notice to Gateway that it intends to sell its properties in the province of Quebec and Gateway’s management of those properties will end when the sale completes.
(23) Permits. Schedule 5.2(23) sets out a true, accurate and complete list of Permits issued to or held by or for the benefit of each of the Corporations and Gateway West, as applicable, and there are no other Permits necessary to conduct each of the Businesses or to own, lease or operate any of the Corporations’ or Gateway West’s assets. Each such Permit is valid, subsisting and in good standing. None of the Corporations or Gateway West is in material default or in material breach of the terms of any such Permit and, to the knowledge of the Vendors, there exist no grounds, nor is any action or proceeding pending or, to the knowledge of the Vendors, threatened to revoke, suspend, amend or limit any such Permit. Except for the Required Consents, none of those Permits contain terms under which the execution and performance of this Agreement would give the issuer of that Permit the right to terminate or adversely change the terms of that Permit or would require the consent of any Person. True, accurate and complete copies of all Permits set out in Schedule 5.2(23) have been provided to the Purchaser prior to the date of this Agreement.
(24) Regulatory and Third Party Approvals.
(a) There is no requirement to make any filing with, give any notice to or obtain any Permit as a condition to the lawful completion of the Transactions or to permit any of the
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Corporations or Gateway West to conduct their respective Businesses after Closing as their respective Businesses are currently conducted, except for the Required Consents.

(b) There is no requirement under any Contract or Permit relating to the Businesses, the Corporations’ or Gateway West’s assets, the Employee Plans, the Permitted Encumbrances or the Corporations or Gateway West to which either a Vendor, the Corporations or Gateway West is a party or by which the respective Businesses, the Corporations or Gateway West’s assets, the Employee Plans, the Corporations or Gateway West is bound or affected for any Approvals from any party to that Contract or Permit or from any other Person relating to the completion of the Transactions except for the Required Consents.
(25) Financial Statements. The Financial Statements have been prepared in accordance with the Accounting Principles consistently applied throughout the periods indicated on a basis consistent with those of previous fiscal years and present a true and fair view of the financial position of each of the Corporations and Gateway West, as applicable, at the relevant financial statement dates and the results for the respective periods then ended, and do not materially misstate the assets, liabilities (whether accrued, absolute, contingent or otherwise, and individually or in the aggregate), revenue, earnings or results of operations of each of the Corporations and Gateway West throughout the periods indicated. True, correct and complete copies of the Financial Statements have been provided to the Purchaser prior to the date of this Agreement.
(26) Books and Records. The Vendors have made available for review by the Purchaser all material Books and Records which the Vendors and the Purchaser agreed would be made available prior to the Closing Date. Each of the Corporations and Gateway West’s system of internal accounting controls is sufficient to provide reasonable assurances that transactions are executed in accordance with management’s general or specific authorization and that transactions are recorded as necessary to permit preparation of financial statements in conformity with the Accounting Principles and to maintain accountability for assets. The Books and Records:
(a) accurately reflect the basis for the financial condition and the revenues, expenses and results of the operations of each of the Corporations and Gateway West shown in the applicable Financial Statements;
(b) present fairly the financial condition and the revenues, expenses and results of the operations of each of the Corporations and Gateway West as of and to the date of this Agreement and Closing; and
(c) are not recorded, stored, maintained, operated or otherwise dependent on or held by any means (including any electronic, mechanical or photographic process, whether computerized or not), which are not or will not be available to each of the Corporations and Gateway West in the Ordinary Course after Closing.
(27) Corporate Records. The minute books of each of the Corporations and Gateway West contain true, accurate and substantially complete records of all of its Constating Documents and of every meeting or resolution in lieu of a meeting passed by the shareholders, the board of directors and every committee of either of them, except that certain omissions in the corporate records of Gateway were corrected by corrective resolutions of the shareholders and/or board dated July 17, 2019. The central securities register and register of directors and officers of each of the Corporations and Gateway West are true, accurate and complete as of the date of this Agreement.
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(28) Undisclosed Liabilities. Each of the Corporations and Gateway West have no liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, and is not a party to or bound by any agreement of guarantee, support, indemnification, assumption or endorsement of, or any other similar commitment with respect to the liabilities, obligations, indebtedness or commitments (whether accrued, absolute, contingent or otherwise) of any Person, that are not disclosed in the most recent Financial Statements, other than liabilities, obligations, indebtedness and commitments in respect of trade or business obligations incurred after the Financial Statements Date in the Ordinary Course and other than obligations for employee vacation pay or sick time in the Ordinary Course, that do not have a Material Adverse Effect.
(29) Absence of Changes. Except as described in Schedule 5.2(29) , since the Financial Statements Date, none of the Corporations not Gateway West have carried on the respective Business and conducted their operations and affairs only in the Ordinary Course and each of the Corporations and Gateway West have not:
(a) made or suffered any Material Adverse Change, except that Gateway has been notified by one of its clients that it intends to sell its properties in the province of Quebec and Gateway’s management of those properties will end when the sale completes;
(b) suffered any material damage, destruction or loss (whether or not covered by insurance) affecting its assets;
(c) incurred any material liability, obligation, indebtedness or commitment (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than the Shareholder’s Loan and unsecured current liabilities, obligations, indebtedness and commitments incurred in the Ordinary Course;
(d) paid, discharged or satisfied any Encumbrance, liability, obligation, indebtedness or commitment of each of the Corporations and Gateway West (whether accrued, absolute, contingent or otherwise, and whether due or to become due) other than payment of accounts payable and Tax liabilities incurred in the Ordinary Course and payment to the Vendors on account of debts owed to the Vendors;
(e) declared, set aside or paid any dividend or made any other distribution with respect to any shares in the capital of any of the Corporations or Gateway West or redeemed, repurchased or otherwise acquired, directly or indirectly, any such shares, save for the redemption by Gateway of all of the preferred shares which were formerly outstanding in its capital, some of which were redeemed for cash proceeds and the balance of which were redeemed through the creation of the Shareholder’s Loan;
(f) issued or sold or entered into any Contract for the issuance or sale of any shares in the capital of or securities convertible into or exercisable for shares in the capital of either of the Corporations or Gateway West;
(g) made or granted, or entered into any agreement to make or grant, any licence, sale, assignment, transfer, disposition, pledge, mortgage, hypothec or security interest or other Encumbrance of, on or over any of its assets;
(h) made any write-off as uncollectible of any Accounts Receivable or any portion thereof in amounts exceeding $20,000 in each instance;
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(i) cancelled any debts or claims or made any amendment, termination or waiver of any rights of value to either of the Corporations or Gateway West in amounts exceeding $20,000 in each instance;
(j) made any loan to, or engaged in any transaction with, any Employee, officer or director of any of the Corporations or Gateway West or made any amendment to any Employee Plan or established or adopted any Employee Plan or entered into any Contract in respect of any Employee Plan;
(k) made any capital expenditures or commitments of any of the Corporations or Gateway West in excess of $40,000 in the aggregate;
(l) made any change in the accounting, costing or tax practices followed by any of the Corporations or Gateway West;
(m) terminated, cancelled or modified or received any notice of a request for termination, cancellation or modification of any Material Contract; or
(n) authorized or agreed to or otherwise committed to do any of the foregoing.
(30) Taxes.
(a) Each of the Corporations and Gateway West have filed in the prescribed manner and within the prescribed times all Tax Returns required to be filed by it in all applicable jurisdictions before the Effective Date. All Tax Returns that have been filed by, or with respect to the each of the Corporations and Gateway West are materially true, complete and correct, report all income and all other amounts and information required to be reported thereon, and disclose all Taxes required to be paid for the periods covered thereby. No Governmental Authority has challenged or disputed a filing position taken by any of the Corporations or Gateway West in any Tax Return within the previous 5 years. Each of the Corporations and Gateway West have never been required to file any Tax Returns with, and each of the Corporations and Gateway West have never been liable to pay or remit Taxes to, any Governmental Authority outside Canada. Each of the Corporations and Gateway West have duly and timely paid all Taxes due and payable by it, including all instalments on account of Taxes that are due and payable before the Effective Date, whether or not assessed by the appropriate Governmental Authority, and have duly and timely paid all assessments and reassessments they have received in respect of all Taxes.
(b) The Vendors have provided to the Purchaser or its advisors true, complete and accurate copies of the Tax Returns filed by each of the Corporations and Gateway West in respect of the last four completed taxation years and such working papers and communications to or from all Governmental Authorities relating to such Tax Returns and to Taxes each of the Corporations and Gateway West for such taxation years as were requested by the Purchaser or its advisors. Canadian federal and provincial income, capital, goods and services and harmonized sales, provincial retail sales and payroll Tax assessments have been issued to each of the Corporations and Gateway West for all taxation years or periods up to and including its taxation year ended December 31, 2019. No notices of determination of loss from the CRA to any of the Corporations or Gateway West have been requested by or issued to any of the Corporations or Gateway West. None of the Corporations nor Gateway West have requested, received or entered into any advance Tax rulings or advance pricing agreements from or with any Governmental Authority.
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(c) Each of the Corporations and Gateway West’s Financial Statements contain, and when delivered, the Closing Financial Statements will contain, adequate provision in accordance with ASPE for all Taxes payable by each of the Corporations and Gateway West in respect of each period covered by such Financial Statements and all prior periods to the extent those Taxes have not been paid, whether or not assessed and whether or not shown to be due on any Tax Returns.
(d) There are no audits, reassessments or other Proceedings in progress or, to the knowledge of the Vendors, threatened against any of the Corporations or Gateway West, in respect of any Taxes and, in particular, there are no currently outstanding reassessments or written enquiries which have been issued or raised by any Governmental Authority relating to any such Taxes. The Vendors are not aware of any contingent liability of any of the Corporations or Gateway West for Taxes nor any grounds that could prompt an assessment or reassessment for Taxes, and none of the Corporations nor Gateway West have received any indication from any Governmental Authority that any assessment or reassessment is proposed.
(e) None of the Corporations nor Gateway West has entered into any transactions with any non-resident of Canada (for the purposes of the Tax Act) with whom any of the Corporations or Gateway West was not dealing at arm’s length (within the meaning of the Tax Act). None of the Corporations nor Gateway West has acquired property from any Person in circumstances where either the Corporations or Gateway West did or could have become liable for any Taxes payable by that Person pursuant to section 160 of the Tax Act.
(f) There are no agreements, waivers or other arrangements with any Governmental Authority extending the statutory period providing for an extension of time with respect to the issuance of any assessment or reassessment of Taxes, the filing of any Tax Return, or the payment of any Taxes by or in respect of any of the Corporations or Gateway West. None of the Corporations nor and Gateway West is a party to any agreements or undertakings with respect to Taxes and none of the Corporations nor Gateway West has made any elections, designations or similar filings with respect to Taxes that have an effect for any period ending after the Effective Date.
(g) Each of the Corporations and Gateway West has deducted, withheld or collected and remitted in a timely manner to the relevant Governmental Authority all Taxes or other amounts required to be deducted, withheld or collected and remitted by it. None of the Corporations nor Gateway West has received any requirement from any Governmental Authority pursuant to Section 224 of the Tax Act which remains unsatisfied in any respect.
(h) None of sections 80 to 80.04, both inclusive, of the Tax Act have applied or will apply to any of the Corporations or Gateway West at any time up to and including the Effective Date. None of the Corporations nor Gateway West have any unpaid amounts that may be required to be included in income under Section 78 of the Tax Act for a taxation year ending after the Effective Date. None of the Corporations nor Gateway West have made any payments and none of the Corporations nor Gateway West is obligated to make any payments that may not be deductible by virtue of Section 67 of the Tax Act.
(i) Each of the Corporations and Gateway West are registrants for purposes of the ETA with registration numbers as set out in Schedule 5.2(30)(i) . All input tax credits claimed by each of the Corporations and Gateway West pursuant to the ETA have been proper, correctly calculated and documented in accordance with the requirements of the Act and
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regulations thereto. Each of the Corporations and Gateway West are duly registered under applicable provincial Tax statutes in respect of all provincial Taxes which it is required to collect and pay, and the registration numbers are as set out in Schedule 5.2(30)(i) . Each of the Corporations and Gateway West have collected, paid and remitted when due all Taxes, including GST/HST and provincial retail sales taxes, collectible, payable or remittable prior to the Effective Date.

(31) Litigation. Except as listed in Schedule 5.2(31) , there are no Proceedings (whether or not purportedly on behalf of any of the Corporations or Gateway West) pending or, to the Vendors’ knowledge, threatened against or affecting, any of the Corporations or Gateway West or any of their respective assets. All Proceedings listed in Schedule 5.2(31) either:
(a) relate to Claims for slips and falls or other damage or injury occurring at the properties of customers of either the Corporations or Gateway West, which have been submitted to and are being defended by the insurers of the applicable customer because Gateway or Gateway West, as the case may be, are additional insureds under such customers’ insurance; or
(b) have been settled, dismissed or fully satisfied by either the Corporations or Gateway West or their respective insurers; or
(c) have been referred to the insurers for the Corporations or Gateway West and are being defended by such insurers, and to the knowledge of the Vendors will be fully covered by such insurance save for applicable deductibles under the relevant insurance policies.
(32) Accounts and Attorneys. Schedule 5.2(32) is a true, accurate and complete list of the accounts and safety deposit boxes of each of the Corporations and Gateway West and of Persons holding general or special powers of attorney from any of the Corporations or Gateway West and sets out: (a) the name of each bank, trust company or similar institution in which each of the Corporations and Gateway West has accounts or safety deposit boxes, the number or designation of each such account and safety deposit box and the names of all Persons authorized to draw thereon or to have access thereto; and (b) the name of each Person holding a general or special power of attorney from each of the Corporations and Gateway West and a summary of the terms thereof.
(33) Non-Arm’s Length Transactions. Since the Financial Statements Date, none of the Corporations nor Gateway West have made any payment or loan to, or borrowed any moneys from or become otherwise indebted to, any officer, director, Employee, shareholder or any other Person not dealing at arm’s length with each of the Corporations and Gateway West, as applicable (within the meaning of the Tax Act), except as disclosed in the Financial Statements, except for usual employee reimbursements and compensation paid in the Ordinary Course, benefits paid in accordance with the Employee Plans, the redemption of the preferred shares formerly held by 431961 and the repayment of inter-company balances between the Corporations, Gateway West and/or the Vendors or Persons who are not at arms-length to the Vendors. Except for Contracts of employment and the Leases (the landlord of which is controlled by a director), neither of the Corporations nor Gateway West is a party to any Contract with any officer, director, Employee, shareholder or any other Person not dealing at arm’s length with the respective Corporations or Gateway West (within the meaning of the Tax Act) (any such Contract, an “ Affiliate Transaction ”). No officer, director or shareholder of either of the Corporations or Gateway West and no entity that is an Affiliate or Associate of one or more of those Persons owns, directly or indirectly, in whole or in part, any property that either of the Corporations or Gateway West uses in the operation of the Business, except that
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substantially all of the artwork in the Leased Premises is owned by the Covenantor, and the Covenantor maintains an office in his home from which he provides services to the Corporations and Gateway West. Gateway is the owner of a vehicle which will be transferred to the Covenantor prior to the Effective Time and the disposition of which will be reflected in the Closing Financial Statements.

(34) Environmental.

(a) Each of the Corporations and Gateway West have been and is in compliance with all Environmental Laws. Any storage or disposal of Contaminants by the Corporations or Gateway West has been done in compliance with Environmental Laws. None of the Corporations nor Gateway West has received any notice that it is potentially responsible for any clean-up or corrective action under Environmental Laws at any property. For clarity, this representation does not extend to any customers or clients of either the Corporations or Gateway West and no representation is made that any customer or client has complied or is complying with Environmental Laws, that any property of any customers or clients of either the Corporations or Gateway West is free of Contaminants, or that no customers or clients of either the Corporations or Gateway West have received any notice that it is potentially responsible for any clean-up or corrective action under Environmental Laws at any property.
(b) None of the Corporations nor Gateway West has ever received any notice of, nor been prosecuted for an offence alleging non-compliance with any Environmental Laws, and neither of the Corporations nor Gateway West has settled any allegation of non-compliance short of prosecution.
(c) There are no orders or directions issued or pending under Environmental Laws relating to the Businesses or any of the Corporations and Gateway West assets, nor has either of the Corporations or Gateway West received notice of any such orders or directions.
(d) The Vendors do not have any knowledge of, the release, migration or discharge, in any manner whatsoever, of any Contaminant by the Corporations or Gateway West or on or from any of the Corporations’ or Gateway West’s assets or any property or facility that either of the Corporations or Gateway West previously owned or leased and utilized.
(e) True, accurate and complete copies of all environmental audits, site assessments, risk assessments, studies or tests relating to each of the Corporations and Gateway West, the Businesses or either of the Corporations or Gateway West’s assets or to any facility or property which either of the Corporations or Gateway West has at any time owned, occupied, leased, managed or controlled, that were commissioned by or for either of the Corporations or Gateway West or that are in the possession or control of either of the Corporations or Gateway West, have been provided to the Purchaser.

(35) Employee Plans.

(a) Neither of the Corporations not Gateway West has any deferred compensation, bonus, incentive or other compensation, perquisite, share option, severance, medical benefit, life or other insurance, vision, dental, drug, health, sick leave, disability, salary continuation, vacation, automobile allowance, supplemental unemployment benefits, profit sharing, employee loan or counselling, pension, retirement compensation, retirement savings, profit
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sharing, savings, or other plan, program or arrangement, whether funded or unfunded, formal or informal, written or unwritten, other than:

(i) the employee benefit plans listed in Schedule 5.2(35)(a) (the “ Employee Plans ”);
(ii) discretionary bonuses which have been paid to employees from time to time;
(iii) automobile allowances and expense reimbursements payable to employees in the Ordinary Course pursuant to their terms of employment;
(iv) Statutory Plans.

Each of the Corporations and Gateway West are the only participating employers of each Employee Plan.

(b) None of the Employee Plans provides for, has ever provided for, contains or has ever contained, or includes assets transferred from or in respect of, a “defined benefit provision” as that term is defined in section 147.1(1) of the Tax Act.
(c) A true, accurate and complete copy of each written Employee Plan (as amended to date) and a written summary of all material terms of each unwritten Employee Plan have been provided to the Purchaser together with true, accurate and complete copies of all documents relating to each Employee Plan.
(d) All obligations of each of the Corporations and Gateway West due prior to Closing under or in respect of the Employee Plans and the Statutory Plans (whether pursuant to the terms thereof or any Applicable Law) have been satisfied, and there are no outstanding defaults or violations thereunder by either of the Corporations or Gateway West, nor, to the knowledge of the Vendors, any other Person. Without limiting the generality of the foregoing, all employer and employee payments, contributions and premiums required to be remitted or paid to or in respect of the Employee Plans and the Statutory Plans have been remitted or paid, in a timely manner to or in respect of the Employee Plans and the Statutory Plans in accordance with the terms thereof and all Applicable Laws, and no Taxes, non-Tax related interest, penalties or fees are owing or exigible under any of the Employee Plans.
(e) There are no improvements, increases or changes promised to the benefits provided under the Employee Plans and none of the Employee Plans provide for benefit increases or the acceleration of funding obligations or vesting that are contingent on, or will be triggered by, the entering into of this Agreement or the completion of the Transactions. The entering into of this Agreement or completion of the Transactions will not result in any payment (including bonus, golden parachute, retirement or other enhanced benefit) becoming payable under any Employee Plan.
(f) The Employee Plans may be amended, terminated or wound-up by each of the Corporations and Gateway West, as applicable, at any time without incurring any liabilities, costs, expenses or any other obligations, except ordinary administrative costs or expenses relating to that amendment, termination or wind-up, provided that each of the Corporations and Gateway West provide reasonable prior notice of any such event to the extent that the Employee Plans are a term or condition of employment of the employees covered thereunder.
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(g) Neither the Employee Plans nor any of the Corporations or Gateway West, provide or have promised to provide benefits beyond retirement or other termination of service to current and former directors, officers, shareholders, consultants, independent contractors or employees and their respective beneficiaries or dependents.
(h) Each of the Employee Plans, which purports to qualify as a particular type of plan under the Tax Act or which has or purports to have Tax-favoured treatment, meets all requirements in effect under the Tax Act for such qualification or treatment and has complied with the provisions of the Tax Act and the administrative practices of the CRA applicable to that type of plan or treatment. No event has occurred respecting any Employee Plan which could reasonably be expected to adversely affect the Tax-favoured status of the Employee Plan or its qualification as a particular type of plan under the Tax Act.

(36) Labour Matters.

(a) Neither of the Corporations nor Gateway West has entered into or is a party to, either directly or by operation of law, any collective agreement, letters of understanding, letters of intent or other written communication with any trade union or association or organization that may qualify as a trade union or association, contingent or otherwise, which would cover any Employee or dependent contractor of either of the Corporations or Gateway West and the Employees or independent contractors of each of the Corporations and Gateway West are not subject to any collective agreements or letters of understanding, letters of intent or other written communication with any trade union or association or organization that may qualify as a trade union or association, contingent or otherwise, and are not, in their capacities as Employees, represented by any trade union or association or organization that may qualify as a trade union or association.
(b) Except as set forth in Schedules 5.2(36) and 5.2(31) , there are no controversies, labour disturbances, investigations, Proceedings pending or, to the knowledge of the Vendors, threatened, by any Governmental Authority or between any of the Corporations or Gateway West and any Employee or one or more parties representing any of those Employees before any court, arbitrator, officer, inspector, board, commission, tribunal or agency. Neither of the Corporations nor Gateway West is liable for any damages, arrears of wages, penalties or Taxes for failure to comply with any of the foregoing.
(c) There are no organizational efforts currently being made, threatened by or on behalf of, any trade union or association or organization that may qualify as a trade union or association with respect to the Employees.
(d) Each of the Corporations and Gateway West is in material compliance with its duties and obligations under all applicable employment-related statutes and laws and there are no outstanding decisions, orders, charges, tickets, notices or settlements or pending settlements under applicable employment standards legislation, human rights legislation, Occupational Health and Safety legislation that place any obligation on any of the Corporations or Gateway West to do or refrain from doing any act. All costs, charges, experience rating assessments or other assessments or other liabilities, contingent or otherwise, under workers’ compensation legislation or other legislation relating to industrial accidents and/or occupational diseases claims applicable to each of the Corporations and Gateway West have been paid or accrued and there has not been any
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special or penalty charge or assessment under those legislation against either of the Corporations or Gateway West that has not been paid.

(e) No labour representatives hold bargaining rights with respect to any Employee by way of certification, interim certification, voluntary recognition designation or successor rights. No labour representatives have applied to be certified as the bargaining agent of any Employee and no labour representatives have applied to have either of the Corporations or Gateway West declared a related or successor employer. Neither of the Corporations nor Gateway West has conducted negotiations with respect to any future Contracts with any labour representatives, trade union or trade association.
(37) Employees and Others.
(a) Schedule 5.2(37) contains a true, accurate and complete list of the names of all individuals who are Employees or sales or other agents or representatives or independent contractors of each of the Corporations and Gateway West specifying the length of service, age, title, rate of salary, commission structure, and vacation entitlement for each such Employee, agent, representative or independent contractor and whether or not the Employee, agent, representative or independent contractor is absent for any reason such as lay off, leave of absence, disability, or workers’ compensation. Vacation, holiday, sick leave and overtime pay due and payable to the Employees and former employees has been accrued in the ordinary course of business and will be accurately and properly reflected in the Closing Financial Statements.
(b) All salary, wages, bonuses, incentive pay, vacation, holiday, sick leave and overtime pay due and payable to Employees and former employees has been paid and there are no Claims outstanding with respect thereto.
(c) There are no outstanding Claims against the Corporations or Gateway West relating to the employment or termination of employment of Employees and to the knowledge of the Vendors there are no threatened Claims against the Corporations or Gateway West relating to the employment or termination of any Employees.
(d) Except for the Ullrich Employment Contract or as disclosed in Schedule 5.2(37), no Employee is employed under an employment contract for a specified term or on terms restricting the right of the Corporations or Gateway West to terminate the employment of such Employee, except those Employees who are employed on an indefinite term basis for whom reasonable notice of termination, in the absence of cause, is required by law.
(e) None of the employment contracts to which the Corporations or Gateway West are a party result in or could result in enhanced or accelerated payments, benefits or rights to any Employee as a result of the Transaction. are a party result in or could result in enhanced or accelerated payments, benefits or rights to any Employee as a result of the Transaction.
(38) Customers and Suppliers. No customer or supplier has, and neither of the Corporations nor Gateway West has received notice of, and, to the Vendors’ knowledge, there is not any intention on the part of any such customer or any such supplier to cease doing business with either of the Corporations or Gateway West or to modify or change in any material manner any existing arrangement with either of the Corporations or Gateway West or the purchase or supply of any products or services, except that one of the clients of Gateway has given notice to Gateway that it intends to sell its properties in the province of Quebec and that Gateway’s
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management of those properties will end when the sale completes. The relationships of each of the Corporations and Gateway West with each of its principal suppliers and customers are satisfactory, save for relationships in respect of which the Corporations or Gateway West will have made an allowance for doubtful accounts in the Closing Financial Statements, and there are no material unresolved disputes with any such supplier or customer. No Contract with any supplier or customer contains terms under which the execution or performance of this Agreement would give the supplier or customer the right to terminate or adversely change the terms of that Contract, except for the Required Consents. There has been no termination or cancellation of, and no modification or change in, each of, the Corporations and Gateway West’s business relationship with any major customer or group of major customers, except that one of the clients of Gateway has given notice to Gateway that it intends to sell its properties in the province of Quebec and Gateway’s management of those properties will end when the sale completes. The Vendors have no reason to believe that the benefits of any relationship with any of the major customers or suppliers of any of the Corporations and Gateway West will not continue after the Closing Date in substantially the same manner as prior to the date of the Agreement.

(39) Ethical Practices. No Representative of either of the Corporations or Gateway West or any other Person associated with any Vendor, the Corporations, Gateway West or any Representative of any of them, has directly or indirectly:
(a) made or received any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to or from any Person, private or public, regardless of form, whether in money, property or services (i) to obtain favourable treatment in securing business, (ii) to pay for favourable treatment in business secured, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of the Corporation, or (iv) in violation of any Applicable Law; or
(b) established or maintained any fund or asset that has not been recorded in the Books and Records.
(40) Personal Information.
(a) The Corporations and Gateway West have complied, and are in compliance, in all material respects, with all applicable Privacy Laws. All Personal Information in the possession of the Corporations and Gateway West have been collected, used and disclosed in compliance with all applicable Privacy Laws in those jurisdictions in which either of the Corporations or Gateway West conduct, or are deemed by operation of law in those jurisdictions to conduct, their respective Businesses.
(b) The Corporations and Gateway West has disclosed to the Purchaser all Contracts and facts concerning the collection, use, retention, destruction and disclosure of Personal Information, and there are no other Contracts, or facts which, on completion of the Transaction, would restrict or interfere with the use of any Personal Information by the Corporations or Gateway West in the continued operation of the Businesses as conducted before the Closing.
(c) There are no claims pending or, to the knowledge of the Vendors, threatened, with respect to the Corporations or Gateway West’s collection, use or disclosure of Personal Information or breach of applicable Privacy Laws.
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(d) The Corporations and Gateway West have complied, and are in compliance in all material aspects with the Corporations’ and Gateway West’s published privacy policies in effect at all applicable times (the “ Privacy Policies ”). True, correct and complete copies of such Privacy Policies have been provided to Purchaser prior to the date hereof.
(e) Each of the Corporations and Gateway West have complied, and are in compliance, in all material respects, with all Applicable Laws including all Privacy Laws that relate to or govern:
- (i) the collection, compilation, use, storage, security, disclosure and transfer of User Data; and
- (ii) the sending or causing or permitting to be sent all advertising, promotional, marketing, or commercial e-mail or other forms of electronic messages in compliance with all applicable Applicable Laws in those jurisdictions in which the Corporations and Gateway West conduct, or are deemed by operation of law in those jurisdictions to conduct, the Business, including Canada’s Anti-Spam Law (“ CASL ”), including all requirements for the consent of recipients to send such messages, for the content of such messages, and for unsubscribing by recipients from further messages.
(f) The Corporations and Gateway West have taken reasonable administrative, technical and physical measures to protect their rights in any User Data and to ensure that all User Data is protected against loss, damage, and unauthorized access, use, modification or other misuse. To the knowledge of the Vendors, there has been no loss, damage, or unauthorized access, use, modification, or other misuse of any User Data maintained by or on behalf of either the Corporations or Gateway West. No Person or Governmental Authority has made any material written complaint or claim or commenced any claim or proceeding with respect to Loss, damage, or unauthorized access, use, modification, or other misuse of any such information; and, to the Knowledge of the Vendors, there is no reasonable basis for any such claim.
(g) The consummation of the Transaction will not:
- (i) violate either the Corporations or Gateway West’s Privacy Policies;
- (ii) require either of the Corporations or Gateway West to provide any notice to, or seek any consent from, any Employee, customer, supplier, service provider or other third party thereunder as it relates to User Data; or
- (iii) under Applicable Laws and the Privacy Policies, restrict the ability of either of the Corporations or Gateway West to use User Data after the Closing.
(h) Except for restrictions set forth in Applicable Laws or the Privacy Policies, there shall be no restriction on the use by the Corporations or Gateway West of User Data collected by either of the Corporations or Gateway West prior to the date of this Agreement.
(41) No Finder’s Fees. Neither any of the Vendors nor either of the Corporations or Gateway West has taken and will not take any action that would cause the Purchaser to become liable to any claim for a brokerage commission, finder’s fee or other similar arrangement.
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Representations and Warranties of the Purchaser . The Purchaser represents and warrants to each Vendor as of the date hereof and as of the Closing as follows and acknowledges that each Vendor is relying on these representations and warranties in connection with the sale by that Vendor of its Vendor’s Shares:

(1) Organization and Corporate Power. The Purchaser is a corporation duly incorporated and organized, and is validly subsisting, under the laws of the Province of British Columbia and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction. The Purchaser has all necessary corporate power and authority to acquire the Purchased Shares, to enter into this Agreement and to perform its obligations hereunder.
(2) Authorization. All necessary corporate action has been taken by or on the part of the Purchaser to authorize its execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.
(3) Enforceability. This Agreement has been duly executed and delivered by the Purchaser and (assuming due execution and delivery by the other Parties) is a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the contracts, agreements and instruments required by this Agreement to be delivered by the Purchaser will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
(4) Bankruptcy. The Purchaser is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Purchaser has not initiated proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any proceedings been commenced in connection with any of the foregoing.
(5) Consents and Approvals. There is no requirement for the Purchaser to make any filing with or give any notice to any Governmental Authority or to obtain any Permit, as a condition to the lawful completion of the Transactions.
(6) Absence of Conflict. The execution, delivery and performance by the Purchaser of this Agreement and the completion of the Transactions will not, (whether after the passage of time or notice or both), result in the breach or violation of any of the provisions of, or constitute a default under, or conflict with or cause the acceleration of any of its obligations, under:
(a) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;
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(b) any Approval issued to, held by or for the benefit of, the Purchaser; or
(c) any Applicable Law.
(7) No Finder’s Fees. The Purchaser has not taken, and will not take, any action that would cause any Vendor to become liable to any claim for a brokerage commission, finder’s fee or other similar arrangement.
(8) Investment Canada. The Purchaser is not a non-Canadian as that term is defined in the Investment Canada Act (Canada).
(9) Competition Act (Canada). For the purposes of s. 110(3) of the Competition Act (Canada), each of (i) the total value of the Purchaser’s assets in Canada plus the assets in Canada that are owned by corporations that are controlled by the Purchaser plus the assets of the Corporations and Gateway West; and (ii) the gross revenues from sales in or from Canada generated from the assets referred to in (i) above; measured in accordance with the Competition Act (Canada), is less than the review threshold amount as determined pursuant to ss. 110(8) and 110(9) of the Competition Act (Canada).
(10) Tax Status. Under the provisions of the Tax Act and the Income Tax Act (British Columbia), the Purchaser is and will on the Closing Date be a taxable Canadian corporation under the Tax Act.
(11) Tribe Shares. The Tribe Shares will be duly and validly allotted and issued to the Ullrich Trust on Closing as fully paid and non-assessable shares in the authorized and outstanding capital of the Purchaser, free from any pooling, lock-up or similar restriction on resale or transferability save for such restrictions as may be imposed under Applicable Law.
(12) No Knowledge. The Purchaser represents and warrants to the Vendors that the Purchaser has no knowledge of any breach or inaccuracy of any of the representations or warranties of the Vendors, or of any material breach by any of the Vendors of any of their covenants, in this Agreement, or in any of the contracts, agreements and instruments required by this Agreement to be delivered by them, as of the date that this Agreement is executed by the Purchaser.

Survival of Representations, Warranties and Covenants . The representations and warranties of the Vendors and the Purchaser and, to the extent that they have not been fully performed or waived at or prior to the Closing Time, the covenants and other obligations of the Vendors and the Purchaser, in each case contained in this Agreement and in any contract, agreement, instrument, certificate or other document executed or delivered pursuant to this Agreement survive Closing and continue for the benefit of the other Parties notwithstanding the Closing, provided that:

(a) the Fundamental Representations survive and continue in full force and effect without limitation of time, subject only to applicable limitation periods imposed by Applicable Law;
(b) representations and warranties which relate to Tax matters survive Closing and continue in full force and effect until, but not beyond, the 180[th] day following the expiration of the period, if any, during which an assessment, reassessment or other form of recognized document assessing liability for Taxes under applicable Tax legislation in respect of any taxation year to which those representations and warranties extend could be issued under that Tax legislation;
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(c) the remainder of the representations and warranties of the Vendors and the Purchaser survive Closing and continue in full force and effect until, but not beyond, the second anniversary of the Closing Date; and
(d) notwithstanding Sections 5.4(a) through 5.4(c) , a claim for any breach by any of the Parties of any of the representations, warranties and covenants contained in this Agreement or in any contract, agreement, instrument, certificate or other document executed or delivered pursuant hereto involving fraud, fraudulent misrepresentation, intentional misrepresentation or deliberate or wilful breach may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Applicable Law.

Termination of Liability . No Party or other Person is entitled to indemnification pursuant to this Agreement unless the Party or other Person has given written notice of its Claim for indemnification pursuant to Article 9 , as the case may be, prior to the expiry of the relevant survival period prescribed by Section 5.4 and in that event, only on and subject to the terms and conditions of and to the extent provided for in Article 9 .

ARTICLE 6 COVENANTS

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Non-Competition; Non-Solicitation .

(1) In order for the Purchaser to have the full benefit of the business of each of the Corporations and Gateway West, and as a material inducement to the Purchaser to enter into this Agreement (without such inducement the Purchaser would not have entered into this Agreement), for a period of five years commencing on the Closing Date, the Covenantor shall not, directly or indirectly (whether by himself or itself, through an Affiliate or in partnership or conjunction with, or as an employee, officer, director, manager, member, owner, consultant or agent of, any other Person):
(a) undertake, participate or carry on or be engaged or have any financial or other interest in, or in any other manner advise or assist any other Person in connection with the operation of, a Competing Business anywhere in British Columbia, Alberta, Ontario, Quebec or Manitoba;
(b) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee of the Purchaser, either of the Corporations or Gateway West or any of their respective Affiliates to resign or leave the employ of the Purchaser, either of the Corporations or Gateway West or any of their respective Affiliates or otherwise hire, employ, engage or contract any such employee to perform services other than for the benefit of the Purchaser, the Corporations, Gateway West or any of their respective Affiliates; or
(c) solicit, entice, encourage or influence, or attempt to solicit, entice, encourage or influence, any customer of the Purchaser, the Corporations, Gateway West or any of their respective Affiliates (including any Person who has been a customer of either of the Corporations or Gateway West at any time during the period of 12 months before the Closing) to alter, reduce or terminate its business relationship with the Purchaser, of the Corporations, Gateway West or any of their respective Affiliates for the direct or indirect benefit of any Competing Business.
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(2) Notwithstanding Section 6.1(1) , none of the following activities shall constitute a violation of Section 6.1(1) : (a) the advertisement of job openings by use of newspapers, magazines, the internet and other media not directed at individual prospective employees, consultants or independent contractors; or (b) the Covenantor holding not more than 5% of the outstanding securities of any class of any publicly-traded securities of a company that is engaged in a Competing Business; or (c) the operation and management of Montana Developments Limited and its Affiliates by the Covenantor.
(3) Notwithstanding anything to the contrary set forth herein, in the event of a breach of any of the provisions of Section 6.1(1) (the “ Restrictive Covenants ”):
(a) the Purchaser and its Affiliates (including each of the Corporations and Gateway West) shall have the right and remedy, without regard to any other available remedy, to (A) have the Restrictive Covenants specifically enforced by any court of competent jurisdiction, and (B) have issued an injunction restraining any such breach without posting of a bond; it being understood that any breach of any of the Restrictive Covenants would cause irreparable and material damage to the Purchaser and its Affiliates (including each of the Corporations and Gateway West, the amount of which cannot be readily determined and as to which neither Purchaser nor any of its Affiliates (including each of the Corporations and Gateway West) will have any adequate remedy at law or in damages;
(b) it is the desire and intent of the Parties that the Restrictive Covenants be enforced to the fullest extent permissible under the Applicable Law applied in each jurisdiction in which enforcement is sought and if any Restrictive Covenant shall be adjudicated finally to be invalid or unenforceable, such Restrictive Covenant shall be deemed amended to the extent necessary in order that such provision be valid and enforceable, the remainder of such Restrictive Covenant shall not thereby be affected and shall be given full effect without regard to invalid portions and such amendment shall apply only with respect to the operation of the Restrictive Covenant in the particular jurisdiction in which such adjudication is made; and
(c) the Parties acknowledge and agree that the Restrictive Covenants are necessary for the protection and preservation of the value and the goodwill of the Purchaser’s and including each of the Corporations and Gateway West’s businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

Triple Net Leases for Leased Properties . Prior to closing, the Covenantor will have caused any company which he controls and which owns any of the Leased Premises to enter into standard triple net commercial leases for those Leased Premises in a form mutually agreed by the Covenantor and the Purchaser, acting reasonably, for terms of not less than five (5) years from the Closing Date and at rents which reflect current market rental rates for the Leased Premises, provided that the Corporations or Gateway West’s, as applicable, base rental expense for the Leased Premises controlled by the Covenantor will not exceed, in the aggregate, the base rental expense incurred by the Corporations or Gateway West for such Leased Premises in its most recent complete fiscal year less $150,000.

Engagement of Covenantor Concurrently with closing, the Covenantor will be employed/engaged by the Purchaser and/or one or more of the Corporations post-closing with a base salary of $150,000 and with a term of no less than two (2) years after the Closing Date. Concurrently with closing, the Covenantor will enter into a standard form of employment agreement, on terms agreed between the Covenantor and the Purchaser, acting reasonably.

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Management of Existing Employees . Prior to Closing Date, the Vendors and the Purchaser will agree on a process for evaluating all of the Corporations’ and Gateway West’s employees to introduce a mechanism for evaluation of performance after the Closing Date. Except for the senior staff agreed upon between the Vendors and the Purchaser (whose employment will not be terminated without the Vendors’ prior consent unless the Purchaser assumes 100% responsibility for any severance liability which may be payable to such senior staff), the Vendors shall be liable for 50% of any severance pay payable by the Purchaser, the Corporations or Gateway West, as applicable, for any employees of either of the Corporations or Gateway West as at the Closing Date who fail to meet the performance criteria settled between the Vendors and the Purchaser and whose employment is terminated as a result within eighteen (18) months of the Closing Date. Notwithstanding the foregoing, certain of the employees of the Corporations and Gateway West have not entered into written employment agreements with the company with whom they are employed (the “ Verbal Contract Employees ”). The Covenantor agrees to use reasonable commercial efforts to arrange for the Verbal Contract Employees to enter into new written employment agreements with either the Purchaser or their current employer, in the standard form of employment agreement currently used by the Corporations or Gateway West, as applicable, without additional cost to their employer. To the extent any additional fees are payable in order to entice the Verbal Contract Employees to enter into such written employment contracts, then the Vendors shall be liable for any such additional cost. In addition, if the Verbal Contract Employees have not entered into a written contract before December 31, 2021, then if terminated for failing to meet the performance criteria settled between the Vendors and the Purchaser at any time within eighteen (18) months of the Closing Date, the allocation of any severance liability in respect of such employee shall be allocated at to 75% to the Vendors, and as to the remaining 25% to the Purchaser.

Going Public Plan. Each of the Vendors shall make reasonable efforts to support the completion by the Purchaser of the RTO and, in particular, shall adopt, follow, support and further the steps, plans and actions identified in Schedule 6.5 (the “ RTO Plan ”). Each of the Vendors acknowledges and agrees that its commitment set out in this Section 6.5 is a material portion of the consideration relied upon by the Purchaser in entering into the transactions contemplated pursuant to this Agreement.

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Personal Information . Each of the Parties agrees that:

(1) he/she/it is responsible for compliance at all times with applicable laws which govern the collection, use or disclosure of Personal Information disclosed to a Party pursuant to or in connection with this Agreement;
(2) only Personal Information which is necessary for the Parties to carry out the Transaction shall be exchanged between the Parties;
(3) he/she/it has taken and shall continue to take reasonable steps, in accordance with applicable law, to prevent accidental loss or corruption of the disclosed Personal Information, unauthorized input or access to the disclosed Personal Information, or unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such disclosed Personal Information; and
(4) to the extent an employee resigns from their employment with the Corporations or Gateway West on or prior to the Closing, the Purchaser, upon request by the Covenantor, shall return or cause to be returned to the Covenantor all Personal Information in respect of such employee (provided that the Purchaser shall be permitted to retain such copies of the Personal Information as they may be required to retain by law or for reasonable record retention purposes).
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ARTICLE 7

Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the purchase of the Purchased Shares and Shareholder’s Loan on the Closing Date will be subject to the fulfilment of the following conditions at or before the applicable Closing Date.

(1) The representations and warranties of the Vendors made in this Agreement, and any other agreement or document delivered pursuant to this Agreement, will be true and accurate at the applicable Closing Date with the same force and effect as though those representations and warranties had been made as of the applicable Closing Date and for certainty, any representations and warranties made as at a date before the applicable Closing Date will be deemed to be made as at the applicable Closing Date. The Vendors will have complied with all covenants and agreements to be performed or caused to be performed by them under this Agreement, and any other agreement or document delivered pursuant to this Agreement, at or before the applicable Closing Date. In addition, the Vendors will have delivered to the Purchaser a certificate of the Vendors confirming the same. The receipt of that certificate and the completion of the Closing will not be deemed to constitute a waiver of any of the representations, warranties or covenants of the Vendors contained in this Agreement, or in any other agreement or document delivered pursuant to this Agreement.
(2) All Required Consents will have been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, so that the transactions contemplated by this Agreement may be completed without resulting in the violation of, or a default under, or any termination, amendment or acceleration of any obligation under any licence, Permit, Lease, or Contract of or affecting any of the Businesses.
(3) On the Closing Date, the Vendors will have delivered to the Purchaser those documents described in Section 4.1 .

Waiver or Termination by the Buyer. The conditions contained in Section 7.1 are inserted for the exclusive benefit of the Buyer and may be waived in whole or in part by the Buyer at any time without prejudice to any of its rights of termination in the event of non-performance of any other condition in whole or in part. If any of the conditions contained in Section 7.1 are not fulfilled or complied with by the time that is required under this Agreement, the Purchaser may, at or before the applicable Closing Date, terminate this Agreement by notice in writing to the Vendors. In that event, the Purchaser and the Vendors will be released from all obligations under this Agreement.

Conditions for the Benefit of Vendors. The obligation of Vendors to complete the sale of the Purchased Shares and the Shareholder’s Loan will be subject to the fulfilment of the following conditions at or before the Closing Date:

(1) The representations and warranties of the Purchaser made in this Agreement, and any other agreement or document delivered pursuant to this Agreement, will be true and accurate at the applicable Closing Date with the same force and effect as though those representations and warranties had been made as of the applicable Closing Date and for certainty, any representations and warranties made as at a date before the applicable Closing Date will be deemed to be made as at the applicable Closing Date. The Purchaser will have complied with all covenants and agreements to be performed or caused to be performed by them under this Agreement, and any other agreement or document delivered pursuant to this Agreement, at or before the applicable Closing Date. In addition, the Purchaser will have delivered to the Vendors a certificate of the Purchaser confirming the same. The receipt of that certificate and
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the completion of the Closing will not be deemed to constitute a waiver of any of the representations, warranties or covenants of the Purchaser contained in this Agreement, or in any other agreement or document delivered pursuant to this Agreement.

(2) All Required Consents will have been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, so that the transactions contemplated by this Agreement may be completed without resulting in the violation of, or a default under, or any termination, amendment or acceleration of any obligation under any licence, Permit, Lease, or Contract of or affecting any of the Businesses.
(3) On the Closing Date, the Purchaser will have delivered to the Vendors those documents described in Section 4.2.

Waiver or Termination by the Vendors. The conditions contained in Section 7.3 are inserted for the exclusive benefit of the Vendors and may be waived in whole or in part by Vendors at any time without prejudice to any of its rights of termination in the event of non-performance of any other condition in whole or in part. If any of the conditions contained in Section 7.3 are not fulfilled or complied with by the time that is required under this Agreement, the Vendors may, at or before the applicable Closing Date, terminate this Agreement by notice in writing to the Purchaser. In that event the Vendors and the Purchaser will be released from all obligations under this Agreement.

Conditions Precedent. The purchase and sale of the Purchased Shares is subject to the following conditions to be fulfilled at or before the Closing Date, which conditions are true conditions precedent to the completion of the transactions contemplated by this Agreement:

(1) No order of any Governmental Authority will be in force, and no action or proceeding will be pending or threatened by any Person:
(a) to restrain or prohibit the completion of the transactions contemplated in this Agreement, including the sale and purchase of the Purchased Shares; or
(b) to restrain or prohibit the Corporations or Gateway West from carrying on their respective Businesses.

If any of these conditions precedent have not been fulfilled at or before the Closing Date, this Agreement will be terminated and the Parties will be released from all obligations under this Agreement.

ARTICLE 8 TAX MATTERS

Preparation and Filing of Tax Returns . The Vendors shall cause to be prepared all Tax Returns of each of the Corporations and Gateway West’s that relate to taxation periods commencing before the Effective Date, including without limitation the Tax Returns which are part of the Closing Statements. The Vendors and the Purchaser shall co-operate fully with each other in, and make available to each other in a timely fashion all information reasonably required for, the preparation of those Tax Returns. The Vendors shall give the Purchaser an opportunity to review and comment on those Tax Returns, by providing copies of them to the Purchaser at least 30 days (or 10 days in the case of GST/HST, provincial sales tax, payroll and source deduction Taxes) before they are required by Applicable Law to be filed. The Vendors shall reasonably consider all comments in respect of those Tax Returns received from the Purchaser (or its counsel) at least five days prior to the required filing deadline for such Tax Returns. However, the Vendors shall not be obligated to amend the Tax Returns to reflect any such comments.

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Books and Records Relating to Taxes . Within 10 Business Days after the Closing Date, the Vendors shall deliver to the Purchaser copies of all documents relating to the Taxes of including each of the Corporations and Gateway West in respect of the Pre-Closing Periods and all working papers, correspondence and other documents prepared after the Effective Date which relate to Taxes for all Pre-Closing Periods.

Allocation of Taxes for Straddle Periods . All Taxes and Tax liabilities with respect to the Corporations that relate to a Straddle Period shall be apportioned between the Pre-Closing Tax Period and the Post-Closing Tax Period on the basis that the Straddle Period consisted of two taxable periods, one that ended at the close of business on the day immediately before the Effective Date and the other that began on the Effective Date, and such Taxes shall be allocated between such two periods in the following manner: (a) in the case of Taxes imposed on a periodic basis (such as real or personal property Taxes), the amount of Tax allocable to a portion of the Straddle Period shall be the total amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in such portion of such Straddle Period and the denominator of which is the total number of days in such Straddle Period, and (b) in the case of any other Taxes (such as Taxes based upon or measured by net income or gain, activities, events, transfers or supplies), the amount of such Tax that is allocable to the portion of such Straddle Period that ends on the day immediately before the Effective Date shall be deemed to be equal to the amount that would be payable if the relevant Straddle Period had ended at the close of business on the day immediately before the Effective Date.

Purchaser’s Contest Rights . Subject to Section 8.5 , the Purchaser shall have the sole right to control, defend, settle, compromise, or prosecute in any manner an audit, examination, investigation, and other proceeding with respect to any Tax Return of including any of the Corporations or Gateway West. The Purchaser shall keep the Vendors reasonably informed of any proceedings in connection with any matter for which the Purchaser may have a right to indemnification pursuant to Article 8 and provide the Vendors with copies of all correspondence and documents relating to those proceedings. The Vendors shall execute or cause to be executed such documents and shall take such action as reasonably requested by the Purchaser to enable the Purchaser to take any action the Purchaser deems appropriate with respect to any proceedings in respect of which the Purchaser has contest rights under this Agreement.

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Vendors’ Contest Rights .

(1) Notwithstanding Sections 8.4 or 9.6 , in the event that the Vendors would be liable for the payment of any Taxes under this Article 8 or Article 9 if assessed or imposed, the Vendors, in their sole and absolute discretion, will have the right to control any audit involving such Taxes and/or contest any assertion that any such Taxes are payable in any proceedings available to the Corporations or Gateway West, as applicable, or the Purchaser; provided, however, that the Purchaser will reasonably assist with audits and provide all information reasonably requested by the Vendors; and provided further that all out of pocket costs incurred by the Purchaser in so doing shall be Losses subject to indemnification under Article 9 .
(2) If the Vendors elect to control, defend, settle, compromise or prosecute any audit, examination, investigation, or other proceeding pursuant to Section 8.5(1), the Vendors shall keep the Purchaser duly informed of any proceedings in connection with any matter which may affect the Taxes payable by the Purchaser or any of the Corporations or Gateway West, and the Purchaser shall be promptly provided with copies of all correspondence and documents relating to those proceedings and may, at its option and its own expense, participate in those proceedings through counsel of its choice.
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(3) The Vendors shall not, without the prior written consent of the Purchaser, not to be unreasonably withheld, settle or compromise Taxes or Tax issues related to any matter which would reasonably be expected to affect Tax liabilities of the Purchaser or any of the Corporations or Gateway West for a Post-Closing Period.

ARTICLE 9 INDEMNIFICATION

Individual Indemnification by the Vendors . Subject to this Article 9 and Section 5.4 , each of the Vendors or the Covenantor, as the case may be, shall indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by a Purchaser Indemnitee as a result of or arising directly or indirectly out of or in connection with:

(1) any inaccuracy of or any breach by that Vendor or the Covenantor of any representation or warranty as to itself or himself (and not as to any other Vendors) contained in Section 5.1; and
(2) any failure of that Vendor to transfer good and valid title to the Purchased Shares registered in the name of that Vendor to the Purchaser, free and clear of all Encumbrances, other than those restrictions on transfer, if any, contained in the Constating Documents of the applicable Corporation.

Indemnification by the Vendors and Covenantor. In addition to Section 9.1 and subject to this Article 9 and Section 5.4, the Vendors and the Covenantor shall jointly and severally indemnify and save harmless the Purchaser Indemnitees from any and all Losses suffered or incurred by all Purchaser Indemnitees as a result of or arising directly or indirectly out of or in connection with:

(1) any inaccuracy of or any breach by any of the Vendors of any representation or warranty of the Vendors contained in Section 5.2 or in any instrument, certificate or other document delivered pursuant to this Agreement, other than the representations and warranties referred to in Section 9.1 ;
(2) any breach or non-performance by any of the Vendors or the Covenantor of any covenant or other obligation to be performed by them that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement;
(3) all Taxes payable by either of the Corporations or Gateway West for all Pre Closing Periods except to the extent to which those Taxes have been provided for in the Closing Financial Statements and the Closing Working Capital;
(4) any Losses or costs incurred by Gateway after the Effective Time in relation to the termination of its operations in Quebec within 60 days of the Closing Date, if Gateway’s existing client completes the sale of its properties in the province of Quebec and the Purchaser determines that they will terminate further operations by Gateway in Quebec; and
(5) any Losses incurred by Gateway after the Effective Time as a result of Gateway having operated in the Province of Saskatchewan without being registered as a property manager, as disclosed in Section 5.2(8).

The indemnities provided for in this Section 9.2 shall extend to any Losses arising from any act, omission or state of facts that occurred or existed prior to the Closing, and whether or not disclosed in any Schedule to this Agreement. The rights to indemnification of the Purchaser Indemnitees under this Section 9.2 shall

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apply notwithstanding any inspection or inquiries made by or on behalf of the any of the Purchaser Indemnitees, or any knowledge acquired or capable of being acquired by any of the Purchaser Indemnitees or facts actually known to any of the Purchaser Indemnitees (whether before or after the execution and delivery of this Agreement and whether before or after Closing). The waiver of any condition based upon the accuracy of any representation and warranty or the performance of any covenant shall not affect the right to indemnification, reimbursement or other remedy based upon such representation, warranty or covenant.

Indemnification by the Purchaser. Subject to this Article 9 , the Purchaser shall indemnify and save harmless the Vendor Indemnitees from any and all Losses suffered or incurred by any Vendor Indemnitee as a result of or arising directly or indirectly out of or in connection with:

(1) any inaccuracy of or any breach by the Purchaser of, any representation or warranty of the Purchaser contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement; and
(2) any breach or non-performance by the Purchaser of any covenant or other obligation to be performed by it that is contained in this Agreement or in any instrument, certificate or other document delivered pursuant to this Agreement.

Obligation to Reimburse. The Party providing indemnification under this Agreement (the “ Indemnifying Party ”) shall reimburse the Person being indemnified under this Agreement (the “ Indemnified Party ”) the amount of any Losses suffered or incurred by the Indemnified Party, as of the date that the Indemnified Party incurs any such Losses, that payment being made without prejudice to the Indemnifying Party’s right to contest the basis of the Indemnified Party’s Claim for indemnification.

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Notice of Claim.

(1) Promptly on becoming aware of any circumstances which have given or could give rise to a Claim of indemnification under this Article 9 , the Indemnified Party shall notify the Purchaser, if the Indemnified Party is a Vendor Indemnitee, or the Vendors, if the Indemnified Party is a Purchaser Indemnitee, of those circumstances. That notice shall specify whether the Losses arise as a result of a Claim by a third party against the Indemnified Party (a “ Third Party Claim ”) or whether the Losses do not so arise (a “ Direct Claim ”), and shall also specify with reasonable particularity (to the extent the information is available) the factual basis for the Claim and the amount of the Losses, if known.
(2) If through the fault of the Indemnified Party, the Indemnifying Party does not receive notice of any Claim in time to contest effectively the determination of any liability susceptible of being contested, the Indemnifying Party shall be entitled to set off against the amount claimed by the Indemnified Party the amount of any Losses incurred by the Indemnifying Party resulting from the Indemnified Party’s failure to give that notice on a timely basis.

Direct Claims. With respect to any Direct Claim, following receipt of notice from the Indemnified Party of the Direct Claim, the Indemnifying Party shall have 30 calendar days to make such investigation of the Direct Claim as is considered necessary or desirable. For the purpose of that investigation, the Indemnified Party shall make available to the Indemnifying Party the information relied on by the Indemnified Party to substantiate the Direct Claim, together with such information as the Indemnifying Party may reasonably request. If the Indemnified Party and the Indemnifying Party agree at or prior to the expiry of this 30 calendar day period (or agree to any extension of this period) to the validity and amount of that Direct Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the full amount

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as agreed of the Direct Claim (or, in the case of a Purchaser Indemnitee, shall retain the applicable amount from the amounts payable on the Vendor Financing in respect of a Direct Claim by the Purchaser Indemnitee against the Vendors).

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Third Party Claims.

(1) The Indemnifying Party has the right, by notice to the Purchaser, if the Indemnified Party is a Purchaser Indemnitee, or the Vendors, if the Indemnified Party is a Vendor Indemnitee given not later than 30 days after receipt of the Indemnification Notice, to assume control of the defence, compromise or settlement of the Third Party Claim provided that:
(a) the Third Party Claim involves only money damages and does not seek any injunctive or other equitable relief;
(b) the amount of Damages claimed does not exceed the maximum amount recoverable from the Indemnifying Party pursuant to Section 9.10 ;
(c) if the named parties in any Third Party Claim include both the Indemnified Party and the Indemnifying Party, representation by the same counsel would, in the judgment of the Indemnitee, still be appropriate notwithstanding any actual or potential differing interests between them (including the availability of different defences);
(d) the Indemnifying Party, from time to time, at the request of the Indemnified Party, provides reasonable assurance to the Indemnified Party of its financial capacity to defend that Third Party Claim and to provide indemnification in respect thereof; and
(e) the Indemnifying Party, from time to time, at the request of the Indemnified Party, provides reasonable assurance to the Indemnified Party of its financial capacity to defend that Third Party Claim and to provide indemnification in respect thereof.
(2) On the assumption of control by the Indemnifying Party, it is conclusively established for purposes of this Agreement that the Third Party Claim is within the scope of, and is subject to, the indemnification pursuant to this Article 9 , and:
(a) the Indemnifying Party will actively and diligently proceed with the defence, compromise or settlement of the Third Party Claim at the Indemnifying Party’s sole cost and expense, including the retaining of counsel reasonably satisfactory to the Indemnified Party;
(b) the Indemnifying Party will keep the Indemnified Party fully advised with respect to the defence, compromise or settlement of the Third Party Claim (including supplying copies of all relevant documents promptly as they become available) and will arrange for its counsel to inform the Indemnified Party on a regular basis of the status of the Third Party Claim;
(c) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defence of the Third Party Claim (provided the Indemnifying Party shall continue to control that defence); and
(d) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless consented to by the Indemnified
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Party (which consent may not be unreasonably or arbitrarily withheld, delayed or conditioned).

(3) Provided all the conditions set forth in Section 9.7(1) are satisfied and the Indemnifying Party is not in breach of any of its obligations under Section 9.7(2) , the Indemnified Party will, at the expense of the Indemnifying Party, co-operate with the Indemnifying Party and use its best efforts to make available to the Indemnifying Party all relevant information in its possession or under its control and will take such other steps as are, in the reasonable opinion of counsel for the Indemnifying Party, necessary to enable the Indemnifying Party to conduct that defence, provided always that (a) no admission of fault may be made by or on behalf of the Purchaser or any Purchaser Indemnitee without the prior written consent of the Purchaser, (b) no admission of fault may be made by or on behalf of either Vendor or any Vendor Indemnitee without the prior written consent of the Vendors, and (c) the Indemnified Party is not obligated to take any measures which, in the reasonable opinion of the Indemnitee’s legal counsel, could be prejudicial or unfavourable to the Indemnitee.
(4) If (a) the Indemnifying Party does not give the Indemnified Party the notice provided in Section 9.7(1) , (b) any of the conditions in Section 9.7(1) are not satisfied, or (c) the Indemnifying Party breaches any of its obligations under Sections 9.7(2) or 9.7(3) , the Indemnified Party may assume control of the defence, compromise or settlement of the Third Party Claim as in its sole discretion may appear advisable, and is entitled to retain counsel as in its sole discretion may appear advisable, the whole at the Indemnifying Party’s sole cost and expense. Any settlement or other final determination of the Third Party Claim will be binding on the Indemnifying Party. The Indemnifying Party will, at its sole cost and expense, cooperate fully with the Indemnified Party and use its best efforts to make available to the Indemnified Party all relevant information in its possession or under its control and take such other steps as are, in the reasonable opinion of counsel for the Indemnified Party, necessary to enable the Indemnified Party to conduct the defence. The Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including legal fees and expenses), and will remain responsible for any Losses the Indemnified Party may suffer resulting from, arising out of or relating to the Third Party Claim to the fullest extent provided in this Article 9.

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Gross-up.

If an Indemnified Party is subject to Tax in respect of the receipt of an amount pursuant this Article 9 , after taking into account any offsetting deduction or tax credit available in respect of the applicable Losses, then the amount payable by the Indemnifying Party shall be increased by an amount (the “ Increased Amount ”) such that the Indemnified Party shall be in the same position after paying Tax on the amount received hereunder, including any Taxes payable on the Increased Amount, as the indemnified Party would have been in had the Losses giving rise to such payment not arisen and had such amount not been payable.

Reductions and Subrogation . If the amount of Losses incurred by an Indemnified Party at any time subsequent to the making of a payment is reduced by:

(1) any net Tax benefit to the Indemnified Party, or
(2) any recovery, settlement or otherwise under or pursuant to any insurance coverage, or pursuant to any Claim,
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the amount of such reduction (less any costs, expenses (including Taxes) or premiums incurred in connection therewith), shall promptly be repaid by the Indemnified Party to the Indemnifying Party. Upon making full payment of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which the indemnity payment relates. Until the Indemnified Party recovers full payment of its Losses, any and all Claims of the Indemnifying Party against any such third party on account of such payment shall be postponed and subrogated in right of payment to the Indemnified Party’s rights against such third party.

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Limitations on Indemnification.

(1) Subject to Section 9.10(3) , the obligation of the Vendors and the Covenantor to indemnify the Purchaser and the Purchaser Indemnitees pursuant to Sections 9.1(1) and 9.2(1) and the Purchaser’s obligation to indemnify the Vendors and the Vendor Indemnitees pursuant to Section 9.3 are applicable only if the aggregate of all those Losses suffered or incurred by the Purchaser and the Purchaser Indemnitees, on the one hand, or by the Vendors and the Vendor Indemnitees, on the other hand, as applicable, is in excess of $25,000 . Subject to Section 9.10(2), if the aggregate of all those Losses incurred by the Purchaser and the Purchaser Indemnitees exceeds that amount, the Vendors shall be obliged to indemnify the Purchaser and the Purchaser Indemnitees for any future Losses, but not for the Losses up to and including that amount. Subject to Section 9.10(4) , if the aggregate of all those Losses incurred by the Vendors and the Vendor Indemnitees exceeds that amount, the Purchaser shall be obliged to indemnify the Vendors and the Vendor Indemnitees for all of those Losses, including the Losses up to and including that amount.
(2) Subject to Section 9.10(3) , the Vendors and the Covenantor shall have no obligation to make any payment for Losses for indemnification or otherwise with respect to the matters described in Section 9.1 or Section 9.2 in excess of $1,500,000 .
(3) Section 9.10(1) and Section 9.10(2) will not apply to, and the Vendors and the Covenantor shall be liable for all Losses with respect to (a) any Claim involving fraud or intentional misrepresentation, (b) any Claim for breach or inaccuracy of any of the Fundamental Representations relating to the Vendors or the Corporations or Gateway West, (c) the indemnifications by the Vendors and the Covenantor in favour of the Purchaser contained in Sections 9.2(3), 9.2(4) and 9.2(5) , and (d) any Claim for indemnity pursuant to Section 9.1(2) and 9.2(3) .
(4) The Purchaser shall have no obligation to make any payment for Losses for indemnification or otherwise with respect to the matters described in Section 9.3 in excess of $1,500,000 .
(5) Section 9.10(4) will not apply to, and the Purchaser shall be liable for all Losses with respect to (a) any Claim involving fraud or intentional misrepresentation, and (b) any Claim for breach or inaccuracy of any of the Fundamental Representations relating to the Purchaser.

General Limitations . An Indemnifying Party shall have no liability to an Indemnified Party hereunder:

(1) for any Losses which arises solely by reason of a proposed or actual enactment or change of any applicable Tax legislation or any proposed or actual change in the interpretation or administration of such legislation after the date hereof;
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(2) for any Losses that arises as a result of any legislation not in force on the date hereof which takes effect retrospectively or occurs as a consequence of a change in the interpretation of the law after the date hereof;
(3) in respect of any matter of thing done or omitted to be done by or at the direction or with the consent of the Indemnified Party;
(4) in respect of more than one representation, warranty or covenant that relates to the same matter or thing.

Calculation of Damages. For greater certainty, for the purpose only of calculating the amount of Losses under this Article 9 , the representations and warranties of the Parties contained in this Agreement shall be deemed to have been made without qualifications as to materiality where the words or phrases “material”, “immaterial”, “in all material respects” or words or phrases of similar import are used, such that the amount of Losses payable to an Indemnified Party is not subject to any deduction in respect of amounts below the agreed upon level of materiality. Further, the calculation of such amount shall not be affected by any inspection or inquiries made by or on behalf of the Party entitled to be indemnified under this Article 9.

Trust and Agency. The Purchaser accepts each indemnity in favour of any of the Purchaser Indemnitees that is not a Party as agent and trustee of that Purchaser Indemnitee and may enforce any such indemnity in favour of that Purchaser Indemnitee on behalf of that Purchaser Indemnitee. Each Vendor accepts each indemnity in favour of any of the Vendor Indemnitees as agent and trustee of that Vendor Indemnitee and may enforce any such indemnity in favour of that Vendor Indemnitee on behalf of that Vendor Indemnitee.

Set-off . Each Party shall be entitled to set-off amounts owing to such Party pursuant to this Agreement against any amounts due or owing by such Party to the other Party or Parties. Except as otherwise provided in this Agreement such right of set-off shall not extend to amounts owed to a Party by the other Party under any other agreement, provided that the Purchaser may set-off the Vendor Financing which may be payable to the Vendors against any amounts owed by the Vendors to the Purchaser pursuant to this Article 9 . In the event of an offset in favour of the Purchaser, such offset shall be applied against the amount next due and payable by the Purchaser on account of the Vendor Financing after the date when the Purchaser is entitled to effect such offset. Any amount by which any Party’s obligation to make a payment under this Agreement is reduced shall be treated as discharging the obligation of the other Party to the extent of the amount set-off. For greater certainty, any amount payable by the Vendors to the Purchaser Indemnitees may be set off by the Purchaser against amounts owing by the Purchaser to the Vendors.

ARTICLE 10 GENERAL

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Confidentiality of Information .

(1) For the purposes of this Section 10.1, “ Confidential Information ” of a Party at any time means all information relating to that Party which at the time is of a confidential nature (whether or not specifically identified as confidential), is known or should be known by the other relevant Party or its Representatives as being confidential, and has been or is from time to time made known to or is otherwise learned by the relevant other Party or any of its Representatives as a result of the matters provided for in this Agreement, and includes:
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(a) the existence and the terms of this Agreement and of any other contract, agreement, instrument, certificate or other document to be entered into as contemplated by this Agreement;
(b) a Party’s business records; and
(c) all Books and Records and all other information and documentation with respect to the either of the Corporations or Gateway, the Business and each of the Corporations and Gateway West’s assets provided by the Vendors and each of the Corporations and Gateway West to the Purchaser and its Representatives, including all notes, analyses, compilations, studies, summaries and other material prepared by the Purchaser and its Representatives as a result of the Books and Records, information or documentation.

Notwithstanding the foregoing, Confidential Information does not include any information that at the time has become generally available to the public other than as a result of a disclosure by the other Party or any of its Representatives, any information that was available to the other Party or its Representatives on a non-confidential basis before the date of this Agreement or any information that becomes available to the other Party or its Representatives on a non-confidential basis from a Person (other than the Party to which the information relates or any of its Representatives) who is not, to the knowledge of the other Party or its Representatives, otherwise bound by confidentiality obligations to the Party to which the information relates in respect of the information or otherwise prohibited from transmitting the information to the other Party or its Representatives.

(2) Each Party shall (and shall cause each of its Representatives to) hold in strictest confidence and not use in any manner, other than as expressly contemplated by this Agreement, all Confidential Information of the other Parties.
(3) Subject to Section 10.2, Section 10.1(2) shall not apply to the disclosure of any Confidential Information where that disclosure is required by Applicable Law. In that case, the Party required to disclose (or whose Representative is required to disclose) shall, as soon as possible in the circumstances, notify the other Parties of the requirement of the disclosure. On receiving the notification, the other Parties may take any reasonable action to challenge the requirement, and the affected Party shall (or shall cause the applicable Representative to), at the expense of the other Parties, assist the other Parties in taking that reasonable action.

Public Announcements. No Party shall make any public statement or issue any press release concerning the Transactions except as agreed by the Parties acting reasonably or as may be necessary, in the opinion of counsel to the Party making that disclosure, to comply with the requirements of all Applicable Law. If any public statement or release is so required, the Party making the disclosure shall consult with the other Parties before making that statement or release, and the Parties shall use all reasonable efforts, acting in good faith, to agree on a text for the statement or release that is satisfactory to the Parties.

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Disclosure and Consultation .

(1) Before any public statement or press release concerning the Transactions, no Party shall disclose this Agreement or any aspect of the Transactions except to its board of directors, its senior management, its shareholders, its legal, accounting, financial or other professional advisors, any financial institution contacted by it with respect to any financing required in connection with the Transactions and counsel to that institution, or as may be required by any Applicable Law or as agreed by the Parties.
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(2) The Vendors and the Purchaser shall consult with each other concerning:
(a) the manner by which the Employees, customers, suppliers and other Persons having dealings with each of the Corporations and Gateway West shall be informed of the Transactions, and the Purchaser shall have the right to be present for any such communication; and
(b) any public statement or press release required by Applicable Law prior to its release.

Expenses. Each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transactions, including all fees and expenses of its legal counsel, bankers, investment bankers, brokers, accountants or other representatives or consultants, provided that to the extent appropriate, the Vendors may cause each of the Corporations and Gateway West to incur any out-of-pocket expenses in connection with this Agreement and the Transactions to the extent such expenses are accrued as Current Liabilities and included in the Closing Financial Statements and Closing Working Capital.

Best Efforts. In this Agreement, unless specified otherwise, an obligation of any Party to use its best efforts to obtain any Approval does not require the Party to make any payment to any Person for the purpose of procuring the Approval, except for payments for amounts due and payable to that Person, payments for incidental expenses incurred by that Person and payments required by any Applicable Law.

No Third Party Beneficiary . Except as provided for in Section 9.13, this Agreement is solely for the benefit of the Parties and no third party accrues any benefit, claim or right of any kind pursuant to, under, by or through this Agreement.

Entire Agreement. This Agreement together with the other agreements to be entered into as contemplated by this Agreement (the “ Other Agreements ”) constitute the entire agreement between the Parties pertaining to the subject matter of this Agreement and the Other Agreements and supersede all prior correspondence, agreements, negotiations, discussions and understandings, written or oral.

Non-Merger. Except as otherwise provided in this Agreement, the covenants, representations and warranties set out in this Agreement do not merge but survive Closing and, notwithstanding such Closing or any investigation by or on behalf of a Party, continue in full force and effect. Closing does not prejudice any right of one Party against another Party in respect of any remedy in connection with anything done or omitted to be done under this Agreement.

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Time of Essence . Time is of the essence of this Agreement.

Amendment. This Agreement may be supplemented, amended, restated or replaced only by written agreement signed by each Party.

Waiver of Rights . Any waiver of, or consent to depart from, the requirements of any provision of this Agreement is effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement operates as a waiver of that right. No single or partial exercise of any such right precludes any other or further exercise of that right or the exercise of any other right.

Jurisdiction. The Parties irrevocably and unconditionally attorn to the exclusive jurisdiction of the courts of the Province of British Columbia sitting in Vancouver in respect of all disputes arising out of,

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or in connection with, this Agreement, or in respect of any legal relationship associated with it or derived from it.

Governing Law. This Agreement is governed by, and interpreted and enforced in accordance with, the laws of the Province of British Columbia and the laws of Canada applicable in that province, excluding the choice of law rules of that province.

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Notices .

(1) Any notice, demand or other communication (in this Section 10.14, a “ notice ”) required or permitted to be given or made under this Agreement must be in writing and is sufficiently given or made if:
(a) delivered in person and left with a receptionist or other responsible employee of the relevant Party at the applicable address set forth below;
(b) sent by prepaid courier service or (except in the case of actual or apprehended disruption of postal service) mail; or
(c) sent by electronic mail (a “ Transmission ”);

in the case of a notice to a Vendor or the Covenantor, to:

R. Scott Ullrich 16128 30B Avenue Surrey, BC V3S 0Z8 Email: [ personal information, redacted

with a copy (not constituting notice) to:

Grossman & Stanley, Business Lawyers Box 55, Suite 800 - 1090 West Georgia Street Vancouver, B.C., V6E 3V7

Attention: Roderick Pearce Email: [ personal information, redacted ]

and in the case of a notice to the Purchaser, addressed to it at:

Tribe Property Technologies Inc. #419 – 1155 West Pender Street Vancouver, B.C., V3E 2P4

Attention: Joseph Nakhla Email: [ personal information, redacted

with a copy (not constituting notice) to:

Affinity Law Group Suite 1130 – 400 Burrard Street Vancouver, BC., V6C 3A6

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Canada

Attention: Darcy Wray Email: [ personal information, redacted

(2) Any notice sent in accordance with this Section 10.14 is deemed to have been received (a) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery, (b) if sent by mail, on the fifth Business Day after mailing in the place where the notice is received, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption, (c) if sent by facsimile during normal business hours on a Business Day in the place where the Transmission is received, on the same day that it was received by Transmission, on production of a Transmission report from the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the relevant facsimile number of the recipient, (d) if sent to an e-mail address, upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, “R-Post” automated confirmation, return e-mail or other written or verbal acknowledgement), or on the second (2nd ) Business Day following the date of sending barring any automated “undeliverable” or “bounce-back” notifications received by the sender within such time, or (e) if sent in any other manner, on the date of actual receipt; except that any notice delivered in person or sent by Transmission not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.
(3) Any Party may change its address for notice by giving notice to the other Parties.

Liability . Except as expressly provided in this Agreement, all of the obligations and liabilities of the Vendors under this Agreement and under any contract, agreement, instrument, certificate or other document delivered pursuant to this Agreement, including the representations and warranties and indemnities contained in this Agreement and in any such other contract, certificate or other document, are and are deemed to be joint and several obligations and liabilities of the Vendors.

Assignment. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person, except that the Purchaser may assign all of its rights and obligations under this Agreement to a subsidiary wholly-owned by it, provided that such assignment shall not relieve the Purchaser of any of its obligations hereunder.

Further Assurances. Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that any other Party may reasonably require, for the purposes of giving effect to this Agreement.

Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

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Successors. This Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this Agreement by facsimile or transmitted electronically in legible form, including in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

[signature page follows]

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IN WITNESS WHEREOF , the Parties have duly executed this Agreement on the date first above written.

RANDALL SCOTT ULLRICH, TRUSTEE OF THE SCOTT AND SHERYL ULLRICH FAMILY TRUST

/s/ “R. Scott Ullrich”

431961 B.C. LTD.

By: /s/ “R. Scott Ullrich” Name: R. Scott Ullrich Title: President

RANDALL SCOTT ULLRICH

/s/ “R. Scott Ullrich”

TRIBE PROPERTY TECHNOLOGIES INC.

By: /s/ “Joseph Nakhla” Name: Joseph Nakhla Title: Chief Executive Officer

Schedule 1.1(1) – Accounting Principles

Gateway follows ASPE accounting standards as outlined by CPA Canada with the following notes

Gateway does accrual accounting with some adjustments made at year end
Gateway does not record deferred income taxes (if any)
Gateway accounts for all leases as operating leases
Gateway does record vacation payable on those employees that are grandfathered under our previous vacation policy.
Gateway does not record any sick bank time accrued for staff

Schedule 1.1(58) – Leased Property

[ redacted ]

Schedule 1.1(69) – Permitted Encumbrances

[ redacted ]

Schedule 1.1(90) – Required Consents

[ redacted ]

Schedule 2.10 – Developers List

[ redacted ]

Schedule 4.1(1) – Required Permits and Approvals

Schedule 5.2(23) - Permits

[ redacted ]

Schedules 5.1(5) and 5.2(5)

GATEWAY PROPERTY MANAGEMENT CORPORATION

Authorized Capital:

(a) An unlimited number of Common shares without par value (b) An unlimited number of Class A preferred shares without par value

Issued Capital: Number, kind and class of shares 100 Common shares without par value

Shareholder

Randall Scott Ullrich, Trustee of the Scott and Sheryl Ullrich Family Trust

RDC PROPERTY SERVICES LIMITED

Authorized Capital:

(a) 36,000 8% non-cumulative non-voting redeemable preference shares with a par value of $1.00 each

(b) An unlimited number of Common shares without par value

Issued Capital: Number, kind and class of shares Shareholder 40 Common shares without par value 431961 B.C. Ltd.

GATEWAY WEST MANAGEMENT CORPORATION

Authorized Capital:

(a) An unlimited number of Class A Common shares

Issued Capital: Number, kind and class of shares 100 Class A Common shares

Shareholder

Gateway Property Management Corporation

Schedule 5.2(14) – Location of assets

Schedule 5.2(15) – Personal Property

[ redacted ]

Schedule 5.2(16) – Personal Property Leases

[ redacted ]

Schedule 5.2(19) – Intellectual Property

[ redacted ]

Schedule 5.2(20) – Insurance

[ redacted ]

Schedule 5.2(21) – Material Contracts

[ redacted ]

Schedule 5.2(29) – Absence of Changes

Gateway redeemed 939.7454 Class B preferred shares on December 30, 2020 for aggregate proceeds of $4,000,000 paid by issuance of a demand promissory note to the former shareholder, 431961 B.C. Ltd.

Gateway has given various employees increases in their salaries in the normal course of business, as either regular annual adjustments or as a result of promotions

Gateway had capital expenditures of approximately $39,000 in 2020

Schedule 5.2(30)(i) – Tax Registration Numbers

[ redacted ]

Schedule 5.2(31) – Litigation

[ redacted ]

Schedule 5.2(32) – Accounts and Attorneys

[ redacted ]

Schedule 5.2(35)(a) – Employee Plans

[ redacted ]

Schedule 5.2(36) – Labour Matters

[ redacted ]

Schedule 5.2(37) – Employees and Contractors

[ redacted ]

SCHEDULE 6.5

RTO PLAN

ABOUT THE BUSINESS COMBINATION AND THE CONCURRENT FINANCING

In accordance with the terms of the Business Combination, it is anticipated that with Tribe Property Technologies Inc. (formerly, Bazinga Technologies Inc.) (" Tribe ") will amalgamate with a whollyowned subsidiary of Cherry Street Capital Inc. (TSXV: CHSC.P) (the " Company " or " Cherry Street "), following which the resulting amalgamated entity will continue as a wholly-owned subsidiary of Cherry Street (the " Resulting Issuer ").

In accordance with the terms of the Business Combination, it is contemplated that: (i) Cherry Street will consolidate (the " Cherry Street Consolidation ") its common share capital on the basis of one post-Cherry Street Consolidation common share for every 8.4488 pre-Cherry Street Consolidation common shares, such that Cherry Street will have approximately 361,000 shares outstanding; (ii) Tribe will consolidate (the " Tribe Consolidation ") its common share capital on the basis of one postTribe Consolidation common share for every 9.1719 pre-Tribe Consolidation common shares, such that Tribe will have approximately 12,400,000 shares outstanding, not including any shares issuable in connection with the conversion of the Receipts (as defined below), the Shareholder Loans (as defined below) and the Acquisition (as defined below); and (iii) Tribe will arrange for outstanding shareholder loans of up to $1,750,000 (the " Shareholder Loans ") to be settled through the issuance of post-Tribe Consolidation common shares at a price of $5.00 per share.

It is further contemplated that the holders of post-Tribe Consolidation common shares (including those investors in the Financing (as defined below), shareholders which converted the Shareholder Loans, and vendors in connection with the Acquisition (the " Converting Shareholders ") will receive one post-Cherry Street Consolidation common share in the capital of the Resulting Issuer in exchange for each outstanding post-Tribe Consolidation common share.

In connection with the acquisition of Gateway Property (the “ Business Combination ”), Tribe completed a brokered private placement financing (the " Financing ") on or about December 11, 2020, of 2,325,984 subscription receipts (each, a " Receipt " and collectively, the " Receipts ") at a purchase price of $5.00 per Receipt for gross proceeds of $11,629,920, through a syndicate of agents led by Stifel GMP and including, Canaccord Genuity Corp., Haywood Securities Inc. and Richardson Wealth (collectively, the " Agents "). Tribe has granted the Agents an option exercisable up to 48 hours prior to the closing date of the Financing, to arrange for the purchase of up to an additional 15% of the number of Receipts sold under the Financing. The net proceeds from the Financing will be used for completion of the Acquisition (as defined below), working capital and general corporate purposes.

The Agents will receive a commission of (i) 6% of gross proceeds in respect of Receipts sold (other than those sold to certain identified buyers, in respect of which 3.5% of gross proceeds will be paid) and (ii) such number of compensation options (each, a " Compensation Option ") as is equal to 6% of the Receipts sold (other than those sold to certain identified buyers, in respect of which 3.5% will be issued), with each Compensation Option exercisable for one post-Tribe Consolidation common share or one post-Cherry Street Consolidation common share in the capital of the Resulting, as applicable.

Net proceeds of the Financing will be held in escrow pending completion of the Business Combination. Immediately prior to completion of the Business Combination, each Receipt will automatically be converted into one post-Tribe Consolidation common share of Tribe, which will then be exchanged for one post-Cherry Street Consolidation common share of the Resulting Issuer.

Each Receipt will be subject to a hold period of four months plus one day from the later of: (i) the Closing Date; and (ii) the date Tribe becomes a reporting issuer in any jurisdiction of Canada. Upon completion of the Business Combination, the common shares of the Resulting Issuer will not be subject to any hold period under applicable Canadian securities laws.

In connection with the Business Combination, and subject to the approval of the Exchange, Cherry Street has agreed to advance a working capital loan to Tribe in the principal amount of $225,000 (the " Bridge Loan "). The Bridge Loan will be secured by a general charge over all of the assets of Tribe, and will bear interest at a rate of five percent (5.0%) per annum. In the event the parties elect not to proceed with the Business Combination, Tribe will arrange for repayment of the Bridge Loan, and all accrued interest, within four months of termination of the Business Combination. The proceeds from the Bridge Loan will be utilized to satisfy expenses associated with the Business Combination, and for the general working capital purposes of Tribe.

The Business Combination constitutes a "Qualifying Transaction" for Cherry Street under TSX Venture Exchange (the " Exchange ") Policy 2.4 - Capital Pool Companies. Following completion of the Business Combination, it is anticipated that Cherry Street will be listed on the Exchange as a Tier 2 Technology Issuer under the name "Tribe Property Technologies Inc." and the ticker symbol "TRIB". Cherry Street is at arms-length from Tribe and each of its shareholders. Approximately 86% of the outstanding share capital of Tribe is currently controlled by insiders of Tribe. No shareholders of Tribe are considered "control persons" (within the meaning of the policies of the Exchange) of Tribe. A finders' fee of $120,000 is owing to York Plains Investment Corp., an arms-length thirdparty, in connection with completion of the Business Combination.

Closing of the Business Combination is subject to a number of conditions including completion of satisfactory due diligence, entering into of a definitive agreement, completion of the Bridge Loan and the Financing, completion of the acquisition of an arms-length property management company by Tribe (the " Acquisition "), completion of the Cherry Street Consolidation and the Tribe Consolidation, Cherry Street having positive working capital of not less than $500,000 after deducting the Bridge Loan and all costs and expenses associated with the Transaction, approval of the Exchange and shareholders of Tribe, and satisfaction of other closing conditions as are customary in transactions of this nature.

It is expected that following completion of the Business Combination and the Financing (i) security holders of Tribe (including the Converting Shareholders) will hold 12,853,274 common shares in the capital of the Resulting Issuer (" Resulting Issuer Shares "), representing approximately 82.71% of the Resulting Issuer's issued and outstanding shares (assuming the issuance of 2,325,984 Receipts pursuant to the Financing and the conversion of $1,266,368 Shareholder Loans and the issuance of $1,000,000 worth of post-Tribe Consolidation common shares in connection with the Acquisition); (ii) shareholders of Cherry Street will hold 361,000 common shares in the capital of the Resulting Issuer, representing approximately 2.32% of the Resulting Issuer's issued and outstanding shares; and (iii) certain directors, members of the management team and shareholders will own more than 10% of the Resulting Issuer, namely Aquilini Investment Group (28.35%), Talal Yassin (17.49%), Joseph Nakhla, Director and Chief Executive Officer (13.74%) and Raymond Choy, Director (10.58%).

Following the completion of the Business Combination, the board of directors of Cherry Street will be reconstituted to consist of Joseph Nakhla, Raymond Choy, Andrew Kiguel and Charmaine Crooks. Management of Cherry Street will consist of Joseph Nakhla as Chief Executive Officer and John Tims as Chief Financial Officer and Corporate Secretary.

AI assistant

Tribe Property Technologies — M&A Activity 2021

47530_rns_2021-03-31_13551577-b1e9-491d-bf04-c7515cdea159.PDF

RANDALL SCOTT ULLRICH,

TRUSTEE OF THE SCOTT AND SHERYL ULLRICH FAMILY TRUST

RANDALL SCOTT ULLRICH

as Covenantor

GATEWAY PROPERTY MANAGEMENT CORP.

RDC PROPERTY SERVICES LTD.

SHARE PURCHASE AGREEMENT

TABLE OF CONTENTS

BETWEEN:

AND:

AND:

RANDALL SCOTT ULLRICH (the “ Covenantor ”)

AND:

TRIBE PROPERTY TECHNOLOGIES INC. (the “ Purchaser ”)

RECITALS:

THE PARTIES AGREE AS FOLLOWS:

ARTICLE 1 INTERPRETATION; APPOINTMENT OF VENDORS

(73) “ Permitted Encumbrances ” means:

Certain Rules of Interpretation . In this Agreement:

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES

Purchase Price and Purchase Price Allocation .

Closing Date Adjustments .

Vendor Financing

Vendor Take Back Security

ARTICLE 3 CLOSING ARRANGEMENTS

ARTICLE 4 CLOSING DELIVERABLES

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

(19) Intellectual Property.

(34) Environmental.

(35) Employee Plans.

(36) Labour Matters.

ARTICLE 6 COVENANTS

Non-Competition; Non-Solicitation .

ARTICLE 7

ARTICLE 8 TAX MATTERS

Vendors’ Contest Rights .

ARTICLE 9 INDEMNIFICATION

Notice of Claim.

Third Party Claims.

Gross-up.

Limitations on Indemnification.

ARTICLE 10 GENERAL

Confidentiality of Information .

Disclosure and Consultation .

Notices .

431961 B.C. LTD.

RANDALL SCOTT ULLRICH

TRIBE PROPERTY TECHNOLOGIES INC.

Schedule 1.1(1) – Accounting Principles

GATEWAY PROPERTY MANAGEMENT CORPORATION

RDC PROPERTY SERVICES LIMITED

[ redacted ]

Schedule 5.2(29) – Absence of Changes

[ redacted ]

[ redacted ]

[ redacted ]

[ redacted ]

SCHEDULE 6.5

RTO PLAN

ABOUT THE BUSINESS COMBINATION AND THE CONCURRENT FINANCING

More from Tribe Property Technologies

Tribe Property Technologies M&A Activity 2021