JULIE LEBLANC;
PAUL SMITH;
PAUL SMITH, AS TRUSTEE OF THE PAUL SMITH FAMILY TRUST 2016;
ROBERT ARNOLD WATT;
ROBERT ARNOLD WATT, AS TRUSTEE OF THE ROBERT WATT FAMILY TRUST 2016;
and
DMSI INVESTMENT CORPORATION

as Vendors

and -

TRIBE MANAGEMENT INC.

as Purchaser

regarding -

WHITESMITH HOLDINGS LTD.;
ROBERT A. WATT HOLDINGS LTD.; and
DMSI HOLDINGS LTD.

SHARE PURCHASE AGREEMENT

MAY 27, 2024

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Page

ARTICLE 1 INTERPRETATION; APPOINTMENT OF VENDORS 5

1.1 Definitions 5
1.2 Construction 18
1.3 Certain Rules of Interpretation 18
1.4 Knowledge 19
1.5 Computation of Time 19
1.6 Performance on Business Days 19
1.7 Currency and Payment 19
1.8 Accounting Terms 20
1.9 Schedules 20

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES 20

2.1 Agreement to Purchase and Sell 20
2.2 Purchase Price and Purchase Price Allocation 20
2.3 Payment of Purchase Price 21
2.4 Closing Date Adjustments 21
2.5 Post-Closing Adjustments 21
2.6 Examination of the Closing Statements 22
2.7 Purchase Price Adjustment 23
2.8 Additional Purchase Price Adjustment 23
2.9 Vendor Take Back Security 24

ARTICLE 3 CLOSING ARRANGEMENTS 25

3.1 Closing 25

ARTICLE 4 CLOSING DELIVERABLES 25

4.1 Vendors' Closing Deliverables 25
4.2 Purchaser's Closing Deliverables 27

ARTICLE 5 REPRESENTATIONS AND WARRANTIES 27

5.1 Representations and Warranties of the Vendors 27
5.2 Representations and Warranties of the Vendors Relating to DMSI and the Subsidiaries 30
5.3 Representations and Warranties of the Vendors relating to the Corporations 48
5.4 Representations and Warranties of the Purchaser 49
5.5 Survival of Representations, Warranties and Covenants 50
5.6 Termination of Liability 51

ARTICLE 6 COVENANTS 51

6.1 Non-Competition; Non-Solicitation 51
6.2 Conduct of Business before Closing 52
6.3 Non-disturbance covenants by the Purchaser 53
6.4 Access for Investigation 55

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6.5 Engagement of Paul and Robert ... 55
6.6 Personal Information ... 55
6.7 Subordination and Postponement Agreement with lender ... 56
6.8 Cap on Bank Financing ... 56
6.9 Third-Party Consents ... 56
6.10 Use of Names ... 56

ARTICLE 7 CONDITIONS PRECEDENT ... 56

7.1 Conditions for the Benefit of the Purchaser ... 56
7.2 Waiver or Termination by the Purchaser ... 57
7.3 Conditions for the Benefit of Vendors ... 57
7.4 Waiver or Termination by the Vendors ... 58
7.5 Conditions Precedent ... 58
7.6 Automatic Termination ... 58

ARTICLE 8 TAX MATTERS ... 58

8.1 Preparation and Filing of Tax Returns ... 58
8.2 Books and Records Relating to Taxes ... 59
8.3 Allocation of Taxes for Straddle Periods ... 59
8.4 Purchaser's Contest Rights ... 59
8.5 Vendors' Contest Rights ... 59
8.6 Treatment of Non-Competition Provisions and Restrictive Covenants. ... 60

ARTICLE 9 INDEMNIFICATION ... 60

9.1 Individual Indemnification by the Vendors ... 60
9.2 Indemnification by the Vendors ... 60
9.3 Indemnification by the Purchaser ... 61
9.4 Obligation to Reimburse ... 61
9.5 Notice of Claim ... 61
9.6 Direct Claims ... 62
9.7 Third Party Claims ... 62
9.8 Gross-up ... 64
9.9 Reductions and Subrogation ... 64
9.10 Limitations on Indemnification ... 64
9.11 Indemnity as Sole Recourse. ... 65
9.12 General Limitations ... 65
9.13 Calculation of Damages ... 65
9.14 Trust and Agency ... 66
9.15 Set-off ... 66

ARTICLE 10 GENERAL ... 66

10.1 Confidentiality of Information ... 66
10.2 Public Announcements ... 67
10.3 Disclosure and Consultation ... 67
10.4 Expenses ... 68
10.5 Best Efforts ... 68
10.6 No Third Party Beneficiary ... 68

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10.7 Entire Agreement ... 68
10.8 Non-Merger ... 68
10.9 Time of Essence ... 68
10.10 Amendment ... 68
10.11 Waiver of Rights ... 68
10.12 Jurisdiction ... 68
10.13 Governing Law ... 69
10.14 Notices ... 69
10.15 Liability ... 70
10.16 Assignment ... 70
10.17 Further Assurances ... 70
10.18 Severability ... 70
10.19 Successors ... 70
10.20 Counterparts ... 70

Exhibit A Vendors ... 72
Exhibit B Promissory Note ... 1
Exhibit C Form of the Guarantee ... 1
Exhibit D Form of the General Security Agreement ... 1
Exhibit E Form of the Mutual Release ... 1
Exhibit F Subordination and Postponement Agreement ... 1

SHARE PURCHASE AGREEMENT dated May 27, 2024 (the "Signing Date").

BETWEEN:

JULIE LEBLANC, PAUL SMITH, AND PAUL SMITH, AS TRUSTEE OF THE PAUL SMITH FAMILY TRUST 2016

AND:

ROBERT ARNOLD WATT, AND ROBERT ARNOLD WATT, AS TRUSTEE OF THE ROBERT WATT FAMILY TRUST 2016

AND:

DMSI INVESTMENT CORPORATION,

(collectively, the "Vendors" and each a "Vendor")

AND:

TRIBE MANAGEMENT INC., a federal corporation having an address at 1606 - 1166 Alberni Street, Vancouver, British Columbia, V6E 3Z3

(the "Purchaser")

RECITALS:

A. DMSI Holdings Ltd. ("DMSI") is a corporation incorporated under the laws of the Province of Ontario that either directly or through its wholly-owned subsidiaries carries on the Business;

B. The Vendors, other than DMSI Investment Corporation ("TridelCo"), collectively own all of the issued and outstanding shares of Whitesmith Holdings Ltd. ("PaulCo") and of Robert A. Watt Holdings Ltd. ("RobertCo") (together, the "Corporations");

C. The Corporations and TridelCo are the sole shareholders of DMSI;

D. Del Management Solutions Inc. ("Del Management"), DMS Property Management Ltd. ("DMS Property") and DELCOM Management Services Inc. ("Delcom", and collectively with Del Management and DMS Property, the "Subsidiaries")) are wholly-owned subsidiaries of DMSI; and

E. The Vendors have agreed to sell and the Purchaser has agreed to purchase (i) all of the issued and outstanding shares of the Corporations owned by the applicable Vendors and (ii) all of the issued and outstanding shares of DMSI owned by TridelCo, in accordance with the terms and provisions thereof.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants and agreements hereinafter set forth the parties agree as follows:

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ARTICLE 1
INTERPRETATION; APPOINTMENT OF VENDORS

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

(1) “2024 EBITDA” means, with respect to 2024 EBITDA Calculation Period, the net income before interest, income taxes, depreciation and amortization of DMSI and the Subsidiaries for such period, determined in accordance with the Accounting Principles but applied and calculated in a manner consistent with the EBITDA calculation derived from the Financial Statements for the most recent financial year end, and subject to adjustment and normalization requirements set out in Section 6.3(5) and Schedule 1.1(1).

(2) “2024 EBITDA Calculation Period” means the 12-month period commencing on the Closing Date;

(3) “Accounts Payable” means any and all accounts payable, accrued expenses, provisions, reserves and notes payable of DMSI and the Subsidiaries as of the Effective Time, calculated in accordance with the Accounting Principles.

(4) “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 and in accordance with ASPE and the rules set forth on Schedule 1.1(4); 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(4), the rules set forth on Schedule 1.1(4) shall govern.

(5) “Accounts Receivable” means all accounts receivable, trade accounts receivable, notes receivable, book debts and other debts due or accruing due to DMSI and the Subsidiaries as of the Effective Time, calculated in accordance with the Accounting Principles, net of the reserve for bad debts in accordance with ASPE, and the full benefit of any related security.

(6) “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.

(7) “Affiliate Transactions” has the meaning attributed to that term in Section 5.2(34).

(8) “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.

(9) “Applicable Law” means any domestic (federal, provincial or municipal) or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, order-

5 -
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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.

(10) "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.

(11) "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.

(12) "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.

(13) "Associate" has the meaning set out in the Business Corporations Act (Ontario).

(14) "Books and Records" means all books, records, files and papers of each of the Corporations, DMSI and the Subsidiaries 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, DMSI or the Subsidiaries, each of the Businesses or its assets, and all copies and recordings of the foregoing.

(15) "Business" or "Businesses" means the business carried on currently and prior to the Signing Date by DMSI and/or the Subsidiaries in the operation of a residential and commercial property management business.

(16) "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 Toronto, Ontario and Vancouver, British Columbia.

(17) "Business Intellectual Property" means the Licensed Intellectual Property and the Owned Intellectual Property.

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(18) "CASL" means An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada).

(19) "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.

(20) "Closing" means the completion of the Transactions on the Closing Date in accordance with this Agreement.

(21) "Closing Date" means the date mutually agreed in writing by the Parties to be the closing date of the Transactions under this Agreement, which in any event shall be a date that is no more than five (5) Business Days after the completion of the Offering.

(22) "Closing Financial Statements" has the meaning attributed to that term in Section 2.5(1)(a).

(23) "Closing Statements" has the meaning attributed to that term in Section 2.5(1).

(24) "Closing Working Capital" has the meaning attributed to that term in Section 2.5(1)(c).

(25) "Competing Business" means any business engaged in the operation of a residential and commercial property management business.

(26) "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.

(27) "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.

(28) "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.

(29) "Corporations" have the meaning attributed to that term in the Recitals.

(30) "CRA" means the Canada Revenue Agency or any successor agency.

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(31) "Current Assets" means all cash and cash equivalents (other than Restricted Cash), Accounts Receivable, Inventory, income tax receivable, and prepaid expenses and deposits of DMSI and the Subsidiaries, but excluding (a) the portion of any prepaid expense of which the Purchaser will not receive the benefit following Closing; (b) deferred and future Taxes; and (c) receivables from any of DMSI's or the Subsidiaries' Affiliates, directors, employees, officers or shareholders and any of their respective Affiliates, in all cases, determined as of the Effective Time in accordance with the Accounting Principles.

(32) "Current Liabilities" means all liabilities of DMSI and the Subsidiaries including (a) Accounts Payable, (b) Indebtedness, (c) liabilities for accrued Taxes relating to any period prior to the Effective Time, and (d) fees, costs and expenses incurred or subject to reimbursement by DMSI or the Subsidiaries in connection with the Transactions (whether incurred prior to or after the date thereof) and not paid prior to the Closing including all fees and expenses of lawyers, accountants and brokers, and all transaction bonus, discretionary bonus, change-of-control payment, phantom equity payout, "stay-put" or other compensatory payments made to any employee of DMSI or the Subsidiaries as a result of or in connection with this Agreement, in each case, determined as of the Effective Time in accordance with the Accounting Principles.

(33) "Del Management" has the meaning ascribed to that term in the Recitals.

(34) "Delcom" has the meaning ascribed to that term in the Recitals.

(35) "Direct Claim" has the meaning attributed to that term in Section 9.5(1).

(36) "DMS Property" has the meaning ascribed to that term in the Recitals.

(37) "DMSI" has the meaning ascribed to that term in the Recitals.

(38) "Effective Date" means the date that is one (1) day after the Closing Date.

(39) "Effective Time" 12:01 a.m. on the Effective Date.

(40) "Employee Plans" has the meaning attributed to that term in Section 5.2(36)(a).

(41) "Employees" means all employees of each of DMSI and the Subsidiaries immediately prior to the Effective Time, whether full-time, part-time, salaried, hourly, unionized or non-unionized.

(42) "Employment Agreements" means the employment agreements to be entered into between DMSI and each of Paul and Robert on the Closing Date, copies of which are attached hereto as Schedule 1.1(42).

(43) "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.

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(44) "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.

(45) "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.

(46) "ETA" means the Excise Tax Act (Canada) and the regulations made thereunder.

(47) "Financial Statements" means:

(a) the unaudited financial statements of Del Management as at and for the financial years ended December 31, 2019; December 31, 2020; December 31, 2021; December 31, 2022; and December 31, 2023, each prepared on a review engagement basis; and

(b) internally-prepared consolidated financial reports of DMSI and the Subsidiaries as at and for the financial year ended December 31, 2018; December 31, 2019; December 31, 2020; December 31, 2021; December 31, 2022; and December 31, 2023;

true, complete and correct copies of which financial statements have been provided to the Purchaser prior to the Signing Date.

(48) "Financial Statements Date" means March 31, 2024.

(49) "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.

(50) "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.

(51) "Increased Amount" has the meaning ascribed to that term in Section 9.8.

(52) "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 DMSI and the

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Subsidiaries for borrowed money, whether current, short-term or long-term and whether secured or unsecured; (b) any indebtedness of either of DMSI or the Subsidiaries, as applicable, evidenced by any note, bond, debenture or other security or similar instrument; (c) any liabilities of either of DMSI or the Subsidiaries with respect to interest rate or currency swaps, collars, caps and similar hedging obligations; (d) any liabilities of either of DMSI or the Subsidiaries for the deferred purchase price of property or other assets (including any "earn-out" or similar payments); (e) any liabilities of either of DMSI or the Subsidiaries 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 DMSI or the Subsidiaries 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 DMSI or the Subsidiaries. Indebtedness shall also include accrued interest and any pre-payment penalties, "breakage costs," redemption fees, costs and expenses or premiums and other amounts owing pursuant to the instruments evidencing Indebtedness, assuming that such Indebtedness is repaid on the Closing Date.

(53) "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.

(54) "Indemnified Party" has the meaning attributed to that term in Section 9.4.

(55) "Indemnifying Party" has the meaning attributed to that term in Section 9.4.

(56) "Indemnitees" means either the Purchaser Indemnitees or the Vendor Indemnitees.

(57) "Independent Auditor" has the meaning attributed to that term in Section 2.6(1).

(58) "Insurance Policies" has the meaning attributed to that term in Section 5.2(21).

(59) "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;

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(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(20);

(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.

(60) "Inventories" or "Inventory" means inventories, including all finished goods, works-in-progress, raw materials, spare parts, replacement parts, and all other materials and supplies to be used or consumed by either of DMSI or the Subsidiaries in the Business.

(61) "IT Systems" means DMSI's and the Subsidiaries' computers, software, hardware, servers and all information technology, data processing and agency management systems used in the conduct of the Business.

(62) "Leased Properties" means the real property described in Schedule 1.1(62).

(63) "Leases" means the real property leases described in Schedule 1.1(62).

(64) "Legal Expense Reimbursement Letter" means the legal expense reimbursement letter dated April 17, 2024, by and between the Vendors and the Purchaser.

(65) "Licensed Intellectual Property" means all Intellectual Property used by either of DMSI or the Subsidiaries in connection with the Business except for the Owned Intellectual Property.

(66) "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

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or otherwise under or pursuant to any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other Persons.

(67) "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 DMSI and the Subsidiaries, their assets, and the operations, liabilities, capital, prospects, condition (financial or otherwise) or results of operation, of DMSI and the Subsidiaries; (b) would reasonably be expected to prevent or materially delay the Vendors' ability to consummate the Transactions; or (c) 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 that none of the following, either alone or in combination, shall be deemed to constitute or be taken into account in determining whether a Material Adverse Effect or Material Adverse Change has occurred or would reasonably be expected to occur: (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 Signing Date; (iv) acts of war or terrorism; (v) the negotiation, execution and delivery of this Agreement or the public announcement or pendency of the transactions contemplated hereby, including the impact thereof on the relationships, contractual or otherwise, of DMSI or the Subsidiaries with employees, customers, suppliers, distributors, regulators or partners; (vi) compliance with the terms of, or the taking of any action (or omitted to be taken) required by, this Agreement or consented to by the Purchaser, or failure to take any action prohibited by this Agreement; provided, that in the case of (i) through (iv), only to the extent that such change or effect does not disproportionately affect either of DMSI or the Subsidiaries relative to other companies operating in the same industry.

(68) "Material Contract" has the meaning attributed to that term in Section 5.2(22)(h).

(69) "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.

(70) "Objection Notice" has the meaning attributed to that term in Section 2.6(1).

(71) "Occupational Health and Safety" means any obligation imposed on an employer pursuant to the Workers Compensation Act (Ontario), the Occupational Health and Safety Act (Ontario), or any other applicable occupational health and safety legislation.

(72) "Offering" means the offering of securities of TRIBE by way of private placement or otherwise for gross proceeds of no less than THREE MILLION DOLLARS ($3,000,000.00), to close immediately prior to or concurrently with the closing of the Transactions under this Agreement.

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(73) "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.

(74) "Other Agreements" has the meaning attributed to that term in Section 10.7.

(75) "Outside Date" means June 7, 2024.

(76) "Owned Intellectual Property" means all Intellectual Property created, owned or developed in whole or in part by or on behalf of either of DMSI or the Subsidiaries in connection with the Business.

(77) "Parties" means collectively, the Vendors and the Purchaser, and "Party" means any of them.

(78) "Paul" means Paul Smith.

(79) "PaulCo" has the meaning attributed to it in the Recitals.

(80) "PaulCo Financial Statements" means the unaudited financial statements of PaulCo as at and for the financial years ended November 30, 2019; November 30, 2020; November 30, 2021; November 30, 2022; and November 30, 2023, true, complete and correct copies of which financial statements have been provided to the Purchaser prior to the Signing Date.

(81) "PaulCo Shares" means the 100 Common Shares, 500,625 Class "A" Special Shares, 263,629 Class C Special Shares and 1207,133 Class E Special Shares in the capital of PaulCo.

(82) "Paul Smith Trust" means The Paul Smith Family Trust 2016;

(83) "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.

(84) "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-of-way 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

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either of DMSI, the Subsidiaries, the Corporations or any Vendor pursuant to Applicable Law or notice of which has not otherwise been received by either of DMSI, the Subsidiaries, 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;

(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(84).

(85) "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.

(86) "Personal Information" has the meaning ascribed thereto by the PIPEDA, as the same may be amended from time to time.

(87) "Personal Property Leases" has the meaning attributed to that term in Section 5.2(17).

(88) "PIPEDA" means The Personal Information Protection Electronic Documents Act (Canada).

(89) "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.

(90) "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.

(91) "Privacy Laws" means any Applicable Laws governing the collection, use, disclosure, or retention of Personal Information, including without limitation PIPEDA, CASL and similar privacy, data protection and anti-spam Applicable Laws, as the same may be amended from time to time.

(92) "Privacy Policies" has the meaning attributed to that term in Section 5.2(41)(d).

(93) "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.

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(94) "Promissory Note" has the meaning attributed to that term in Section 2.3(1)(b).

(95) "Purchase Price" has the meaning attributed to that term in Section 2.2.

(96) "Purchased Shares" means, collectively, the PaulCo Shares, the RobertCo Shares and the TridelCo DMSI Shares.

(97) "Purchaser" has the meaning attributed to it in the Recitals.

(98) "Purchaser Fundamental Representations" means the representations and warranties set out in:

(a) Section 5.4(1) (Organization and Corporate Power) insofar as it relates to the due incorporation and organization and the valid existence of the Purchaser; and

(b) Sections 5.4(2) (Authorization) 5.4(3) (Enforceability) and 5.4(4) (Bankruptcy).

(99) "Purchaser's Solicitor" means Miller Thomson LLP.

(100) "Purchaser Indemnitees" means the Purchaser and Representatives of the Purchaser.

(101) "Representatives" means, with respect to any Party, its Affiliates, and if applicable, its and their respective directors, officers, agents, employees, trustees (as applicable).

(102) "Restricted Cash" means any cash which is not freely usable by either of DMSI or the Subsidiaries 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.

(103) "Restrictive Covenants" has the meaning attributed to that term in Section 6.1(3).

(104) "Robert" means Robert Arnold Watt.

(105) "RobertCo" has the meaning attributed to it in the Recitals.

(106) "RobertCo Financial Statements" means the unaudited financial statements of RobertCo as at and for the financial years ended November 30, 2019; November 30, 2020; November 30, 2021; November 30, 2022; and November 30, 2023, true, complete and correct copies of which financial statements have been provided to the Purchaser prior to the Signing Date.

(107) "RobertCo Shares" means the 10 Class "B" Special Shares, 100 Class A Preference Shares, 215,986.91 Class "A" Special Shares and 100 Class B Common Shares in the capital of RobertCo.

(108) "Robert Watt Trust" means The Robert Watt Family Trust 2016.

(109) "Signing Date" has the meaning attributed to that term on page 1.

(110) "Software" means software, including all versions thereof, whether installed locally, on a local area network or delivered through the internet, and all related

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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.

(111) "Statutory Plans" means benefit plans that either of DMSI or the Subsidiaries are required by domestic law to participate in or contribute to in respect of a current or former employee, director or officer of either of DMSI or the Subsidiaries 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.

(112) "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.

(113) "Subordination and Postponement Agreement" has the meaning ascribed to that term in Section 6.7.

(114) "Subsidiaries" has the meaning ascribed to that term in the Recitals.

(115) "Target EBITDA" has the meaning attributed to that term in Section 2.8(1).

(116) "Target Working Capital" means a positive working capital of FIVE HUNDRED AND FIFTY THOUSAND DOLLARS ($550,000.00).

(117) "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.

(118) "Taxes" means (a) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers' compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions; (b) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (a) above or this clause (b); (c) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and (d) any liability for the payment of any amounts of the type described in clauses (a) or (b) as a result of any express or implied obligation

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to indemnify any other Person or as a result of being a transferee or successor in interest to any party and "Tax" has a corresponding meaning.

(119) "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.

(120) "Third Party Claim" has the meaning attributed to that term in Section 9.5(1).

(121) "Transaction PI" has the meaning attributed to that term in Section 6.6(1).

(122) "Transactions" means the purchase and sale of the Purchased Shares and all other transactions contemplated by this Agreement.

(123) "Transmission" has the meaning attributed to that term in Section 10.14(1)(c).

(124) "TRBE" means Tribe Property Technologies Inc.

(125) "TridelCo" has the meaning attributed to it in the Recitals.

(126) "TridelCo DMSI Shares" means the 51,000 common shares in the capital of DMSI held by TridelCo.

(127) "TSXV" means the TSX Venture Exchange.

(128) "User Data" means (i) all data and analytics collected by, or provided to, either of DMSI or the Subsidiaries (whether stored by either of DMSI or the Subsidiaries directly or a third party on behalf of DMSI or the Subsidiaries) resulting from any action or activity of users of DMSI's or the Subsidiaries' websites, 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 DMSI or the Subsidiaries and all data provided to DMSI or the Subsidiaries by (or pertaining to) a user, including all Personal Information.

(129) "Vendor Financing" has the meaning attributed to that term in Section 2.3(1)(b).

(130) "Vendor Fundamental Representations" means the representations and warranties set out in:

(a) Sections 5.1(1) (Legal Capacity), 5.1(2) (Paul Smith Trust), 5.1(3) (Robert Watt Trust), 5.1(4) (TridelCo.), 5.1(5) (Authorization), 5.1(6) (Enforceability), 5.1(7) (Ownership of Vendor's Shares), 5.1(8) (No Other Agreements to Purchase) and 5.1(9) (Bankruptcy);

(b) Sections 5.2(1) (Organization and Status - DMSI), 5.2(2) (Organization and Status - Del Management), 5.2(3) (Organization and Status - DMS Property) and 5.2(4) (Organization and Status - Delcom) insofar as they relate to the due incorporation and organization and the valid existence of DMSI and the Subsidiaries;

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(c) Sections 5.2(5) (Corporate Power), 5.2(6) (Authorized and Issued Share Capital), 5.2(7) (Options), 5.2(10) (No Subsidiaries) and 5.2(11) (Bankruptcy); and

(d) Sections:

(i) 5.3(1)(1) (Organization and Status), 5.3(1)(2) (Corporate Power), 5.3(1)(3) (Authorized and Issued Capital), 5.3(1)(4) (Options), 5.3(1)(7) (No Subsidiaries), 5.3(1)(8) (Bankruptcy), 5.3(1)(9) (No Real Property), 5.3(1)(10) (No Personal Property) of Schedule 5.3(1); and

(ii) 5.3(2)(1) (Organization and Status), 5.3(2)(2) (Corporate Power), 5.3(2)(3) (Authorized and Issued Capital), 5.3(2)(4) (Options), 5.3(2)(7) (No Subsidiaries), 5.3(2)(8) (Bankruptcy), 5.3(2)(9) (No Real Property), 5.3(2)(10) (No Personal Property) of Schedule 5.3(2); and

(131) "Vendor Indemnites" means each Vendor, and the Representatives of each Vendor.

(132) "Vendors" and "Vendor" have the meanings attributed to such terms in the Recitals.

(133) "Vendors' Solicitors" means Goodmans LLP.

(134) "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(7).

(135) "VTB Security" has the meaning attributed to such term in Section 2.9(1).

(136) "Working Capital" means, at any time, the Current Assets minus the Current Liabilities, as determined in accordance with ASPE as of such time.

1.2 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.

1.3 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

(i) references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement;

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(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.

1.4 Knowledge. In this Agreement, any reference to the knowledge of the Vendors means to the best of the knowledge, information and belief of Robert Arnold Watt and Paul Smith after reviewing all relevant records and making due inquiries regarding the relevant matter.

1.5 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;

(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".

1.6 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.

1.7 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

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any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day.

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

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

Schedule 1.1(4) – Accounting Principles
Schedule 1.1(42) – Employment Agreements with Paul and Robert
Schedule 1.1(62) – Leased Properties and Leases
Schedule 1.1(84) – Permitted Encumbrances
Schedule 4.1(1) – Required Permits and Approvals
Schedule 5.1(7) – Ownership of Vendor's Shares
Schedule 5.2(6) – Share Capital
Schedule 5.2(15) – Location of Assets
Schedule 5.2(16) – Personal Property
Schedule 5.2(17) – Personal Property Leases
Schedule 5.2(20)(a) – Owned Intellectual Property
Schedule 5.2(20)(b) – Licensed Intellectual Property
Schedule 5.2(21) – Insurance
Schedule 5.2(22) – Material Contracts
Schedule 5.2(24) – Permits
Schedule 5.2(25)(a) – Transaction Permits
Schedule 5.2(25)(b) – Transaction Approvals
Schedule 5.2(30) – Absence of Changes
Schedule 5.2(31)(i) – Tax Registration Numbers
Schedule 5.2(32) – Litigation
Schedule 5.2(33) – Accounts and Attorneys
Schedule 5.2(36)(a) – Employee Plans
Schedule 5.2(37) – Labour Matters
Schedule 5.2(38) – Employees and Contractors
Schedule 5.2(39) – Customers
Schedule 5.3(1) – PaulCo
Schedule 5.3(2) – RobertCo

ARTICLE 2

PURCHASE AND SALE OF PURCHASED SHARES

2.1 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 collectively sell to the Purchaser and the Purchaser shall purchase from the Vendors, all of the Purchased Shares, constituting (i) all of the issued and outstanding shares in the capital of the Corporations and (ii) all of the issued and outstanding shares in the capital of DMSI held by TridelCo, in all cases free and clear of all Encumbrances, other than Permitted Encumbrances.

2.2 Purchase Price and Purchase Price Allocation. 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, is THIRTEEN MILLION DOLLARS ($13,000,000.00), subject to any adjustments required by Sections 2.7 and 2.8.

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2.3 Payment of Purchase Price.

(1) Subject to Sections 2.7 and 2.8, the Purchaser shall pay and satisfy the Purchase Price:

(a) by a cash payment at Closing to the Vendors, in the proportions set forth on Exhibit A or as directed by each Vendor at Closing, of an amount equal to TEN MILLION DOLLARS ($10,000,000.00); and

(b) by way of financing from the Vendors of an amount equal to THREE MILLION DOLLARS ($3,000,000.00) (the "Vendor Financing"), to be advanced by way of a secured promissory note to be executed and delivered by the Purchaser at Closing in the form attached hereto as Exhibit B (the "Promissory Note"), such promissory note to be issued and secured on the terms described in Section 2.9 below.

2.4 Closing Date Adjustments.

(1) On the Closing Date:

(a) the Corporations shall have no indebtedness outstanding;

(b) DMSI shall have no Indebtedness outstanding other than the Current Liabilities; and

2.5 Post-Closing Adjustments

(1) As soon as possible but not later than ninety (90) days following the Closing Date, the Purchaser, at its sole cost and expense, shall cause DMSI's accountants to prepare and deliver to the Vendors the following (collectively, the "Closing Statements"):

(a) the final unaudited statements of income and a balance sheet for each of DMSI and the Subsidiaries for the periods from:

(i) the first day of the last fiscal year of each such company to 12:01 AM on the Signing Date; and

(ii) the Signing Date to the Effective Time,

(in each case without giving effect to the Transactions) prepared in accordance with the Accounting Principles (together, the "Closing Financial Statements");

(b) Tax returns for DMSI and the Subsidiaries for the periods from:

(i) the first day following the last fiscal year of each such company to 12:01 AM of the Signing Date; and

(ii) the Signing Date to the Effective Time,

21 -
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prepared in accordance with the Accounting Principles and the customary practices of DMSI and the Subsidiaries;

(c) a calculation of the Working Capital as of the Effective Time as determined by reference to the balance sheets contained in the Closing Financial Statements and in accordance with the Accounting Principles (the "Closing Working Capital"); and

(d) a calculation of:

(i) the amount by which the Closing Working Capital exceeds or is less than, as the case may be, the Target Working Capital; and
(ii) the amount outstanding as Vendor Financing pursuant to adjustments in accordance with Section 2.7.

(2) 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 other Party and their accountants with access to all Books and Records of DMSI and the Subsidiaries to the extent required to complete the Closing Statements, Closing Financial Statements and Tax returns.

2.6 Examination of the Closing Statements

(1) The Vendors shall have thirty (30) days from receipt of the Closing Statements within which to review the Closing Statements. The Vendors may dispute any of the calculations in the Closing Statements by written Notice (an "Objection Notice") to the Purchaser 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 Vendors have not delivered an Objection Notice to the Purchaser within this 30 day period, the Vendors shall be deemed to have accepted the Closing Statements and they will become final and binding.

If the Vendors deliver 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 fifteen (15) days of receipt of the Objection Notice. If all items in dispute are not resolved within this fifteen (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 Deloitte Touche Tohmatsu Limited (the "Independent Auditor").

(2) 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 as the Independent Auditor may require. The Purchaser and the Vendors shall instruct the Independent Auditor that time is of the essence in proceeding with its determination of any dispute, and the decision of the Independent Auditor with respect to any item in dispute is to be in writing and, absent any manifest error, is final and binding on the Vendors and the Purchaser with no rights of challenge, review or appeal to the courts in any manner. The Independent Auditor,

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in making its determination of any dispute, (a) shall apply the Accounting Principles, (b) is acting as an expert and not as an arbitrator and is not required to engage in a judicial inquiry worked out in a judicial manner; and (c) shall make their determination based solely on the representations made to it by the Vendors and Purchaser, and not by independent review. Any such representation of the Vendors and Purchaser to the Independent Auditor will be disclosed to each other and each of the Vendor and the Purchaser will be afforded a reasonable opportunity to respond to such submissions. The Independent Auditor shall provide its final decision in writing to each of the Vendors and the Purchaser setting out the Closing Statements within forty-five (45) days of the end of the proceedings as set out in this Section 2.6(2).

(3) 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.

(4) 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.

2.7 Purchase Price Adjustment. Within twelve (12) months after the Closing Date, after Closing Statements have been settled in accordance with Section 2.6, if:

(a) the Closing Working Capital is greater than Target Working Capital, then the Purchase Price shall be adjusted such that the Purchaser shall be required to immediately pay to the Vendors in cash an amount that is the difference between the Closing Working Capital and the Target Working Capital; or

(b) the Closing Working Capital is less than the Target Working Capital, then the Purchaser shall deduct an amount that is the difference between the Target Working Capital and the Closing Working Capital from the Promissory Notes.

The determination and adjustment of the Purchase Price in accordance with the provisions of Sections 2.5, 2.6 and this Section 2.7 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.

2.8 Additional Purchase Price Adjustment.

(1) The Vendors acknowledge and confirm that in order to receive full payment of the Purchase Price, the consolidated EBITDA of DMSI and the Subsidiaries in the 12-month period commencing on the Closing Date (the "2024 EBITDA") shall be equal to or greater than TWO MILLION AND SIX HUNDRED THOUSAND DOLLARS ($2,600,000.00) (the "Target EBITDA").

(2) Subject to Section 2.8(4), the Vendors acknowledge and agree that if the 2024 EBITDA is less than the Target EBITDA, then the Purchase Price shall be reduced by an amount equal to five (5) times the difference between the Target EBITDA and the 2024 EBITDA (the "Additional Purchase Price Adjustment").

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By way of example:

(i) if the 2024 EBITDA is less than the Target EBITDA by an amount equal to $15,000.00, then
(ii) the Purchase Price will be reduced by $75,000.00 (ie. $15,000.00 x 5).

(3) As soon as reasonably practicable on the date that is 12-months after the Closing Date, the Purchaser shall provide their calculation of their proposed Additional Purchase Price Adjustment pursuant to this Section 2.8 to the Vendors, together with sufficient detail regarding their calculations in order for the Vendors to confirm the accuracy of such adjustments to the Purchase Price as so calculated. The Vendors shall have thirty (30) days from the receipt of the Purchaser's calculation within which to review such calculation and to identify any concerns it may have with such calculations. If the Vendors dispute the proposed Additional Purchase Price Adjustment calculations, then the parties shall act reasonably to settle such dispute, with any unresolved dispute with respect to the determination of 2024 EBITDA to be settled using the same process identified in Section 2.6 by the Independent Auditor appointed under Section 2.6(1) with any such determination to be final and binding on the parties; provided however that, any dispute regarding the Additional Purchase Price Adjustment that relates to the covenants in Section 6.3 shall be dealt with in accordance with Section 10.12.

(4) Any proposed Additional Purchase Price Adjustment pursuant to this Section 2.8 shall be made by reducing the Vendor Financing payable pursuant to Section 2.3(1)(b) of this Agreement. For the avoidance of doubt, it is clarified that the Purchase Price will not be decreased by an amount greater than the amount of the Promissory Note pursuant to the adjustments set out in this Section 2.8, and the Purchase Price will not be increased in the event that the 2024 EBITDA meets or exceeds the Target EBITDA.

2.9 Vendor Take Back Security

(1) On the Closing Date, the Purchaser shall provide and shall cause DMSI and the Subsidiaries to provide, as applicable, the following security for the Vendor Financing (the "VTB Security"):

(a) the Promissory Note;
(b) guarantees (in the form attached as Exhibit C to this Agreement) from each of DMSI and the Subsidiaries (the "Guarantees"), whereby DMSI and the Subsidiaries guarantee the Purchaser's obligation to repay the Vendor Financing to the Vendors; and
(c) general security agreements (in the form as Exhibit D to this Agreement) granted by each of DMSI and the Subsidiaries (the "General Security Agreements"), which security shall be subject to the Subordination and Postponement Agreement.

(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

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becomes payable by the Vendors to the Purchaser pursuant to the indemnity given by the Vendors to the Purchaser as set out in Sections 9.1 and 9.2, but subject to the provisions of Section 9.10 and 9.15, 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.

ARTICLE 3 CLOSING ARRANGEMENTS

3.1 Closing. The Parties shall hold the Closing on the Closing Date, at such time as agreed to by the Vendors and the Purchaser and by the exchange of the appropriate solicitors' undertakings.

ARTICLE 4 CLOSING DELIVERABLES

4.1 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) decision of the trustee of the Paul Smith Trust authorizing and approving 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 trustee of the Paul Smith Trust, and the transfer of such Vendor's Shares to the Purchaser pursuant to the terms of this Agreement;

(3) decision of the trustee of the Robert Watt Trust authorizing and approving 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 trustee of the Robert Watt Trust, and the transfer of such Vendor's Shares to the Purchaser pursuant to the terms of this Agreement;

(4) resolutions of the directors of TridelCo authorizing and approving 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 TridelCo, and the transfer of such Vendor's Shares to the Purchaser pursuant to the terms of this Agreement;

(5) certificate of good standing or statutory declarations, as applicable, with respect to the Paul Smith Trust, the Robert Watt Trust and TridelCo;

(6) certificate of good standing with respect to each of the Corporations, DMSI and the Subsidiaries;

(7) certificate of each of the Vendors confirming, inter alia, the accuracy of their representations and warranties in all material respects and compliance with all covenants set out herein and confirming that all amounts owing to the current Employees of the Businesses, including wages, holiday pay, bonuses and severance,

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if any, have been paid in full by the Corporations, DMSI, Subsidiaries and/or the Vendors;

(8) share certificates representing the Purchased Shares, duly endorsed for transfer to the Purchaser, or instruments of transfer in respect of the Purchased Shares;

(9) resolution of the board of directors of each of the Corporations consenting to the transfer of the applicable Purchased Shares from the applicable 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;

(10) resolution of the board of directors of DMSI consenting to the transfer of the applicable Purchased Shares from TridelCo 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 DMSI;

(11) the resignation of all directors and officers of each of the Corporations, DMSI and the Subsidiaries effective as of the Closing;

(12) mutual releases by the Vendors as shareholders, directors and officers, to the extent applicable, of each of the Corporations, DMSI and the Subsidiaries in favour of the Corporations, DMSI and the Subsidiaries in the form attached as Exhibit E to this Agreement;

(13) the Employment Agreements duly executed by Paul and Robert, as applicable;

(14) the Subordination and Postponement Agreement, duly executed by the Vendors;

(15) evidence reasonably satisfactory to the Purchaser of the release and discharge of all Encumbrances affecting any of the Corporations', DMSI's or the Subsidiaries' assets, other than the Permitted Encumbrances, subject to any undertakings in place between the Vendors' Solicitor and the Purchaser Solicitor;

(16) evidence reasonably satisfactory to the Purchaser of the termination, without continuing liability or obligation to the Corporations, DMSI the Subsidiaries or the Purchaser, of all Affiliate Transactions effective as of the Closing, if any;

(17) any required consents of the applicable landlords under the Leases set out in Schedule 1.1(61) to the change in control of the Corporations, DMSI and/or the Subsidiaries;

(18) the minute book of the Corporations, DMSI and the Subsidiaries, including their corporate seals, if any, the corporate key of each of the Corporations, DMSI and the Subsidiaries, and the transparency register of the Corporations, DMSI and the Subsidiaries;

(19) all the Books and Records;

(20) any keys, entrance passes and electronic or other passwords permitting access to the Leased Properties and other assets of the Businesses; and

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(21) 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.

4.2 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) payment in the amount and on the terms set out in Section 2.3(1)(a) representing payment of the portion of the Purchase Price payable in cash on Closing;

(2) certificate of good standing with respect to the Purchaser;

(3) certificate of the Purchaser confirming, inter alia, the accuracy of its representations and warranties and compliance with all covenants set out herein and confirming that all conditions precedent have been satisfied by the Purchaser or waived by the Vendors;

(4) resolutions of the directors of the Purchaser authorizing and approving the execution and delivery of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Purchaser, and the purchase of the Purchased Shares from the Vendors pursuant to the terms of this Agreement;

(5) Promissory Note representing the Vendor Financing;

(6) the Guarantees from each of the Purchaser, DMSI and the Subsidiaries;

(7) the General Security Agreements granted by each of the Purchaser, DMSI and the Subsidiaries, duly executed by DMSI and the Subsidiaries;

(8) evidence reasonably satisfactory to the Vendors that the TSXV has granted its conditional approval confirming that it is substantially satisfied with the Offering; and

(9) mutual releases by the Corporations, DMSI and the Subsidiaries of each of the Vendors in the form attached as Exhibit E to this Agreement;

(10) the Employment Agreements duly executed by DMSI; and

(11) 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

5.1 Representations and Warranties of the Vendors

Each Vendor, on a several basis, 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

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the Purchased Shares and that the Purchaser would not purchase the Purchased Shares without these representations and warranties:

(1) Legal Capacity. Each Vendor has all necessary legal capacity to own or dispose of the Vendor's respective Purchased Shares and 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) Paul Smith Trust. The Paul Smith Trust is a trust settled and existing under the laws of the Province of Ontario with the power to own its property and carry on its business, and the trustee of the Paul Smith Trust has made all necessary or required filings under all Applicable Laws.

(3) Robert Watt Trust. The Robert Watt Trust is a trust settled and existing under the laws of the Province of Ontario with the power to own its property and carry on its business, and the trustee of the Robert Watt Trust has made all necessary or required filings under all Applicable Laws.

(4) TridelCo. TridelCo is a corporation duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the laws of that jurisdiction with the power to own its property and carry on its business.

(5) Authorization. All necessary action has been taken by each Vendor to authorize their execution and delivery of this Agreement and the contracts, agreements and instruments required by this Agreement to be delivered by such Vendor and the performance of its obligations hereunder and thereunder.

(6) Enforceability. This Agreement has been duly executed and delivered by each Vendor and (assuming due execution and delivery by the other Parties) 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) be enforceable against such 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.

(7) Ownership of Vendor's Shares. 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(7), 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 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 Corporation's articles, and (b) any voting trust,

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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(6), 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 the Corporations, DMSI nor the Subsidiaries, whether direct or indirect, actual or contingent, and the Purchaser shall have good title to all Purchased Shares, free and clear of all Encumbrances other than the Permitted Encumbrances.

(8) 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.

(9) 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 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), nor have any proceedings been commenced in connection with any of the foregoing.

(10) Absence of Conflict. To the knowledge of the Vendors, 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

(iv) any Applicable Law;

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(b) the creation or imposition of any Encumbrance over any of the Vendor's Shares registered in the name of such Vendor; or
(c) the requirement of any Approval from any of the creditors of such Vendor.

(11) Litigation. There are no Proceedings (whether or not purportedly on such Vendor's behalf) pending or outstanding or, to the knowledge of the Vendors, threatened against such Vendor which could affect the Purchased Shares registered in the name of such Vendor 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.
(12) Residence. Each of the Vendors are not a non-resident of Canada for purposes of the Tax Act.
(13) No TRBE Shareholdings. Except as set forth in Schedule 5.1(13), on the Closing Date and immediately prior to the consummation of the Transactions contemplated in this Agreement, no Vendor holds any securities in the capital of TRBE other than Paul and Robert pursuant to the Offering.

5.2 Representations and Warranties of the Vendors Relating to DMSI and the Subsidiaries. Each Vendor, jointly and severally, represents and warrants to the Purchaser as follows and acknowledges 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 - DMSI. DMSI is duly amalgamated and organized, and is validly subsisting, under the laws of the Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of that jurisdiction. The preceding jurisdiction is the only jurisdiction in which the nature of the Business or DMSI's assets makes the registration, licensing or qualification necessary.
(2) Organization and Status – Del Management. Del Management is duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of that jurisdiction. The preceding jurisdiction is the only jurisdiction in which the nature of the Business or Del Management's assets makes the registration, licensing or qualification necessary.
(3) Organization and Status – DMS Property. DMS Property is duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of that jurisdiction. The preceding jurisdiction is the only jurisdiction in which the nature of the Business or DMS Property's assets makes the registration, licensing or qualification necessary.
(4) Organization and Status – Delcom. Delcom is duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario and is up-to-date in the filing of all corporate and similar returns under the Applicable Laws of that jurisdiction. The preceding jurisdiction is the only jurisdiction in which the nature of the Business or Delcom's assets makes the registration, licensing or qualification necessary.

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(5) Corporate Power. Each of DMSI and the Subsidiaries 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.

(6) Authorized and Issued Capital. Schedule 5.2(6) sets out the authorized and issued shares of each of DMSI and the Subsidiaries, the names of the Persons who are shown on the securities register of each of DMSI and the Subsidiaries 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(6) are the only issued and outstanding shares of each of DMSI and the Subsidiaries and have been validly issued and are outstanding as fully paid 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 DMSI and the Subsidiaries were bound as the time of the issuance. Other than as set out on Schedule 5.2(6), 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 DMSI or the Subsidiaries. True, accurate and complete copies of the Constating Documents have been provided to the Purchaser prior to the Signing Date.

(7) 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 DMSI or the Subsidiaries.

(8) 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 DMSI or the Subsidiaries is a party or by which any of its assets is bound or affected or any Contract in respect of an Employee Plan, except for the notices or consents that may be required pursuant to the Contracts set forth in Schedule 5.2(24);

(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 DMSI or the Subsidiaries under:

(i) any provision of the Constating Documents or resolutions of the board of directors (or any committee thereof) or shareholders of each of DMSI and the Subsidiaries;

(ii) any judgment, decree, order or award of any Governmental Authority having jurisdiction over any of DMSI or the Subsidiaries;

(iii) any Approval issued to, or held by, any of DMSI or the Subsidiaries; or

(iv) to the knowledge of the Vendors, any Applicable Law;

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(c) the creation or imposition of any Encumbrance over the assets of any of DMSI or the Subsidiaries; or
(d) the requirement of any Approval from any of the creditors of any of DMSI or the Subsidiaries.

(9) Conduct of Business. To the knowledge of the Vendors, and subject to Schedule 5.2(9), each of DMSI and the Subsidiaries has complied with, and has conducted the Business in compliance with, all Applicable Laws in all material respects. The Business is the only business operation carried on by DMSI and the Subsidiaries and each of its respective assets are sufficient to permit the continued operation of the Business by each of DMSI and its Subsidiaries in substantially the same manner as conducted in the one year period preceding the Signing Date.

(10) No Subsidiaries. DMSI and the Subsidiaries 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 and DMSI and the Subsidiaries do not have any Contracts to acquire by any manner whatsoever or lease any other business operations.

(11) Bankruptcy. Neither of DMSI nor the Subsidiaries 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 DMSI nor the Subsidiaries 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 DMSI or the Subsidiaries or any of their respective assets and no execution or distress has been levied on any of DMSI's or the Subsidiaries' assets, nor have proceedings been commenced in connection with any of the foregoing.

(12) Location of Leased Properties. Neither of DMSI nor the Subsidiaries own any real property. The only real properties leased by either of DMSI or the Subsidiaries are the Leased Properties subject to the Leases. Neither of DMSI nor the Subsidiaries 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.

(13) Real Property Leases. The Leases are the only leases or agreements in the nature of a lease to which any of DMSI or the Subsidiaries is a party, whether as lessor or lessee. A true, accurate and complete copy of the Leases have been provided to the Purchaser as of the Signing Date. The Leases are in full force and effect and unamended and neither DMSI nor the Subsidiaries nor, to the knowledge of the Vendors, any other party thereto is in breach of any covenant, condition or obligation contained therein. No amount is payable after Closing as a commission or finder's fee under an arrangement to which any of DMSI or the Subsidiaries is a party in respect of the Leases or any renewal or extension or exercise of any option or right pursuant to the Leases.

(14) Other Real Property Matters and Leased Property Matters. Each of DMSI or the Subsidiaries, as applicable, occupies the Leased Properties and has the exclusive

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right to possess, use and occupy the Leased Properties during the term of the applicable Lease. To the knowledge of the Vendors, all Appurtenances situated on the Leased Properties are in good operating condition and in a state of good maintenance and repair, and are adequate and suitable for the purposes for which they are currently being used, subject to normal wear and tear. 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:

(a) the Leased Properties and the current uses of and the conduct of their respective Businesses on those properties comply with all Applicable Laws, and comply with all applicable restrictive covenants which constitute Permitted Encumbrances, in each case, in all material respects;

(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 DMSI or the Subsidiaries 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 or advisable and, without limiting the foregoing, to the knowledge of the Vendors, there are no repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air-conditioning, plumbing, drainage, sprinkler or elevating equipment or systems that are necessary or advisable, all of such equipment and systems are in a state of good maintenance and repair, and none of the Leased Properties are currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated.

(15) Title to Other Property. Each of DMSI and the Subsidiaries has good and marketable title to all of its respective assets (other than the Leased Properties which are addressed in Sections 5.2(13) and 5.2(14)), free and clear of all Encumbrances other than the Permitted Encumbrances. Except as noted in Schedule 5.2(15), all of DMSI's and the Subsidiaries' 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 DMSI's and the Subsidiaries' assets (other than the Leased Properties) used by each of DMSI and the Subsidiaries are free of material defects (patent or latent), in good 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 (12) months prior to the Signing Date.

(16) Personal Property. Schedule 5.2(16) is a true, accurate and complete list of each item of machinery, equipment, furniture, motor vehicles and other personal property owned or leased by any of DMSI or the Subsidiaries (including those in possession of third parties), as the case may be, having a book value in excess of $2,000.

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(17) Personal Property Leases. Schedule 5.2(17) is a true, accurate and complete list of all equipment leases, chattel leases, rental agreements, conditional sales agreements and similar agreements relating to any of the DMSI's or the Subsidiaries' assets (the "Personal Property Leases") and identifies those Personal Property Leases that cannot be terminated by either of DMSI or the Subsidiaries without liability at any time on less than 30 days' notice or that involve payment by it in the future of more than $2,000. All of the Personal Property Leases were entered into by DMSI or the Subsidiaries, as applicable, in the Ordinary Course. True, accurate and complete copies of all Contracts set out in Schedule 5.2(17), or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser.

(18) Inventories. Neither of DMSI nor the Subsidiaries maintain any Inventories other than immaterial inventories of office supplies.

(19) Accounts Receivable. All Accounts Receivable are bona fide and good and reflect revenue 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 as at the Closing Date will be due from an Affiliate of either of DMSI or the Subsidiaries 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.

(20) Intellectual Property.

(a) Schedule 5.2(20)(a) sets forth a complete and accurate list of all Owned Intellectual Property. Except as noted in Schedule 5.2(20)(a), each of DMSI and the Subsidiaries 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. The Owned Intellectual Property is valid and the rights of DMSI or the Subsidiaries, as applicable, in the Owned Intellectual Property are enforceable.

(b) Schedule 5.2(20)(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 DMSI or the Subsidiaries, as applicable has the right to use the Licensed Intellectual Property set out in Schedule 5.2(20)(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 each of the applicable Business, as it has been and is now conducted. Each of DMSI or the Subsidiaries, as applicable, has the right and authority to use after the Closing Date the Business Intellectual Property in connection with the conduct of their respective Businesses in the manner presently conducted by either of DMSI or the Subsidiaries. Neither the use of the Business Intellectual Property nor the conduct of any of the Businesses has

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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 Vendors, 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 good 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) DMSI and the Subsidiaries have not experienced any material Loss relating to, and in any event there has not been any actual or alleged data security incident or breach, and to the knowledge of the Vendors, there has not been any unauthorized access or use of any of the IT Systems in the possession or under the control of DMSI and the Subsidiaries, 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 DMSI or the Subsidiaries.

(21) Insurance. DMSI's and the Subsidiaries' respective 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(21) sets out true, accurate and complete particulars of all insurance policies maintained by the each of DMSI and the Subsidiaries on the Businesses, on their respective assets and on the Employees (the "Insurance Policies"), specifying in each case, the name of the insurer, the policy number, the risks insured against, the amount of the coverage, and the amounts of the annual premium and deductible. Neither of DMSI nor the Subsidiaries 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 Signing Date.

(22) Material Contracts and Other Contracts. Except as set out in Schedule 5.2(22), none of DMSI or the Subsidiaries 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 $10,000;

(b) any employment or consulting Contract or any other written Contract with any officer, Employee or consultant or any Contract in relation to any Employee Plan;

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(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;

(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 to the other of DMSI or the Subsidiaries, as applicable;

(e) any Contract for capital expenditures in excess of $7,500 in the aggregate;

(f) any Contract for the sale of any of DMSI's or the Subsidiaries' respective assets or any part of the Business;

(g) any confidentiality, secrecy or non-disclosure Contract (whether either of DMSI or the Subsidiaries 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 DMSI or the Subsidiaries is a party or by which any of DMSI or the Subsidiaries 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 DMSI or the Subsidiaries in excess of $10,000 over the term of the Contract (a "Material Contract"), save and except for the Insurance Policies and the Licensed Intellectual Property; or

(i) any Contract entered into by any of DMSI or the Subsidiaries other than in the Ordinary Course.

True, accurate and complete copies of all Contracts set out in Schedule 5.2(22), or where those Contracts are oral, true, accurate and complete summaries of their terms, have been provided to the Purchaser prior to the Signing Date.

(23) No Default Under Contracts. Each of DMSI and the Subsidiaries 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 Contract relating to the Business, any of DMSI's or the Subsidiaries' assets or the Employee Plans (including the Contracts referred to in any Schedule to this Agreement), to which any of DMSI or the Subsidiaries is a party or by which any of DMSI or the Subsidiaries is bound or affected. All such Contracts are in good standing in all material respects and in full force and effect, and 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 dispute between any of DMSI or the Subsidiaries and any other party under any such Contract. Except as disclosed in the Schedules to this Agreement, 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 or adversely change the terms of that Contract or would otherwise require the consent of any other Person. None of DMSI nor the Subsidiaries has received any notice (written or oral): (i) alleging breach of any

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Contract to which it is a party; or (ii) terminating or threatening to terminate any Contract to which it is a party.

(24) Permits. Schedule 5.2(24) sets out a true, accurate and complete list of Permits issued to or held by or for the benefit of each of DMSI and the Subsidiaries, as applicable, and there are no other Permits necessary to conduct each of the Businesses or to own, lease or operate any of DMSI's or the Subsidiaries' respective assets. Each such Permit is valid, subsisting and in good standing. None of DMSI nor the Subsidiaries' is default or in 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 as disclosed in Schedule 5.2(24) 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(24) have been provided to the Purchaser prior to the Signing Date.

(25) 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 DMSI or the Subsidiaries to conduct their respective Businesses after Closing as their respective Businesses are currently conducted, except for the filings, notifications and Permits described in Schedule 5.2(25)(a).

(b) There is no requirement under any Contract or Permit relating to the Businesses, DMSI's and the Subsidiaries' assets, the Employee Plans, the Permitted Encumbrances or DMSI or the Subsidiaries to which either a Vendor or DMSI or the Subsidiaries is a party or by which the respective Business, DMSI's or the Subsidiaries' assets, the Employee Plans or any of DMSI or the Subsidiaries 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 Approvals described in Schedule 5.2(25)(b).

(26) 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 DMSI and the Subsidiaries, 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 DMSI and the Subsidiaries throughout the periods indicated. True, correct and complete copies of the Financial Statements have been provided to the Purchaser prior to the Signing Date.

(27) Books and Records. The Vendors have made available for review by the Purchaser all material Books and Records agreed between the Vendors and the Purchaser were required to be made available prior to the Closing Date. Each of DMSI's and the Subsidiaries' system of internal accounting controls is sufficient to provide reasonable assurances that transactions are executed in accordance with management's general

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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 DMSI and the Subsidiaries shown in the applicable Financial Statements;

(b) present fairly the financial condition and the revenues, expenses and results of the operations of each of DMSI and the Subsidiaries as of and to the Signing Date 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 DMSI and the Subsidiaries in the Ordinary Course after Closing.

(28) Corporate Records. The minute books of each of DMSI and the Subsidiaries contain true, accurate and substantially complete records of all of its Constating Documents and of every material meeting, resolution and corporate action taken by the shareholders, the board of directors and every committee of either of them. The central securities register and register of directors and officers of each of DMSI and the Subsidiaries are true, accurate and complete.

(29) Undisclosed Liabilities. Each of DMSI and the Subsidiaries has no material 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 or accounted for in the Working Capital, other than liabilities, obligations, indebtedness and commitments in respect of trade or business obligations incurred after the Financial Statements Date in the Ordinary Course, that do not have a Material Adverse Effect.

(30) Absence of Changes. Except as described in Schedule 5.2(30), since the Financial Statements Date, each of DMSI and the Subsidiaries has carried on their respective Businesses and conducted their respective operations and affairs only in the Ordinary Course and each of DMSI and the Subsidiaries has not:

(a) made or suffered any Material Adverse Change;

(b) suffered any damage, destruction or loss (whether or not covered by insurance) affecting its assets;

(c) incurred any liability, obligation, indebtedness or commitment (whether accrued, absolute, contingent or otherwise, and whether due or to become due), other than unsecured current liabilities, obligations, indebtedness and commitments incurred in the Ordinary Course;

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(d) paid, discharged or satisfied any Encumbrance, liability, obligation, indebtedness or commitment of any of DMSI or the Subsidiaries (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 Corporations or the Vendors on account of debts owed to the Corporations or 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 DMSI or the Subsidiaries or redeemed, repurchased or otherwise acquired, directly or indirectly, any such shares;

(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 either of DMSI or the Subsidiaries;

(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 $2,500 in each instance or $10,000 in the aggregate;

(i) cancelled any debts or claims or made any amendment, termination or waiver of any rights of value to any of DMSI or the Subsidiaries in amounts exceeding $5,000 in each instance or $10,000 in the aggregate;

(j) made any loan to, or engaged in any transaction with, any Employee, officer or director of any of DMSI or the Subsidiaries 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 DMSI or the Subsidiaries in excess of $7,500 in the aggregate;

(l) made any change in the accounting, costing or tax practices followed by any of DMSI or the Subsidiaries;

(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.

(31) Taxes.

(a) Each of DMSI and the Subsidiaries has 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 each of DMSI and the Subsidiaries 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

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position taken by any of DMSI or the Subsidiaries in any Tax Return. None of DMSI nor the Subsidiaries has ever been required to file any Tax Returns with, and none of DMSI nor the Subsidiaries have ever been liable to pay or remit Taxes to, any Governmental Authority outside Canada. Each of DMSI and the Subsidiaries has 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 has 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 DMSI and the Subsidiaries 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 of each of DMSI and the Subsidiaries 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 DMSI and the Subsidiaries for all taxation years or periods up to and including its taxation year ended December 31, 2023. No notices of determination of loss from the CRA to any of DMSI or the Subsidiaries have been requested by or issued to any of DMSI or the Subsidiaries. None of DMSI nor the Subsidiaries have requested, received or entered into any advance Tax rulings or advance pricing agreements from or with any Governmental Authority.

(c) Each of DMSI's and the Subsidiaries' 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 DMSI and the Subsidiaries 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 DMSI or the Subsidiaries, 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 DMSI or the Subsidiaries for Taxes nor any grounds that could prompt an assessment or reassessment for Taxes, and none of DMSI nor the Subsidiaries have received any indication from any Governmental Authority that any assessment or reassessment is proposed.

(e) None of DMSI nor the Subsidiaries have entered into any transactions with any non-resident of Canada (for the purposes of the Tax Act) with whom any of DMSI or the Subsidiaries was not dealing at arm's length (within the meaning of the Tax Act). None of DMSI nor the Subsidiaries has acquired property from any Person in circumstances where either of DMSI or the Subsidiaries did or could have become liable for any Taxes payable by that Person pursuant to section 160 of the Tax Act.

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(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 DMSI or the Subsidiaries. None of DMSI or the Subsidiaries is a party to any agreements or undertakings with respect to Taxes and none of DMSI or the Subsidiaries 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 DMSI and the Subsidiaries 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 DMSI or the Subsidiaries 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 DMSI or the Subsidiaries at any time up to and including the Effective Date. None of DMSI nor the Subsidiaries 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 DMSI nor the Subsidiaries have made any payments and none of DMSI nor the Subsidiaries are obligated to make any payments that may not be deductible by virtue of Section 67 of the Tax Act.

(i) Each of DMSI and the Subsidiaries is a registrant for purposes of the ETA with their registration numbers as set out in Schedule 5.2(31)(i). All input tax credits claimed by each of DMSI and the Subsidiaries pursuant to the ETA have been proper, correctly calculated and documented in accordance with the requirements of the Act and regulations thereto. Each of DMSI and the Subsidiaries is 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(31)(i). Each of DMSI and the Subsidiaries has 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.

(32) Litigation.

(a) Except as described in Schedule 5.2(32)(a), there are no Proceedings (whether or not purportedly on behalf of any of DMSI or the Subsidiaries) pending or, to the Vendors' knowledge, threatened against or affecting, any of DMSI or the Subsidiaries or their respective assets. To the knowledge of the Vendors, there is not any factual or legal basis on which any such Proceeding might be commenced with any reasonable likelihood of success; and

(b) The Proceedings set out in Schedule 5.2(32)(b) do not threaten against or affect any of DMSI or the Subsidiaries or their respective assets and, in the event that such Proceedings do threaten against or affect any of DMSI or the Subsidiaries or their respective assets, such Proceedings (i) do not involve a claim amount in excess of $250,000.00 (ii) would not result in a Material Adverse Effect, or (iii) does not involve a fatality.

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(33) Accounts and Attorneys. Schedule 5.2(33) is a true, accurate and complete list of the accounts and safety deposit boxes of each of DMSI and the Subsidiaries and of Persons holding general or special powers of attorney from each of DMSI and the Subsidiaries and sets out: (a) the name of each bank, trust company or similar institution in which each of DMSI and the Subsidiaries 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 DMSI and the Subsidiaries and a summary of the terms thereof.

(34) Non-Arm's Length Transactions. None of DMSI nor the Subsidiaries have made any payment or loan to, or borrowed any moneys from or is otherwise indebted to, any officer, director, Employee, shareholder or any other Person not dealing at arm's length with DMSI and the Subsidiaries (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 and except for benefits paid in accordance with Employee Plans. Except for Contracts of employment, none of DMSI nor the Subsidiaries are a party to any Contract with any officer, director, Employee, shareholder or any other Person not dealing at arm's length with DMSI and the Subsidiaries (within the meaning of the Tax Act) (any such Contract, an "Affiliate Transaction"). No officer, director or shareholder of any of DMSI or the Subsidiaries 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 any of DMSI or the Subsidiaries uses in the operation of the Business.

(35) Environmental.

(a) Each of DMSI and the Subsidiaries has been and is in compliance with all Environmental Laws in all material respects. None of DMSI nor the Subsidiaries have used or permitted to be used any of their respective assets in connection with their respective Businesses or any property or facility that was at any time owned, occupied, operated, managed, used or controlled in connection with their respective Businesses, for the disposal of Contaminants, and to the knowledge of the Vendors there has not been any such use. None of DMSI nor the Subsidiaries have received any notice that it is potentially responsible for any clean-up or corrective action at property which is owned or occupied by a third party or in respect of any natural resource or feature.

(b) None of DMSI nor the Subsidiaries have received any notice of, nor been prosecuted for an offence alleging non-compliance with any Environmental Laws, and none of DMSI nor the Subsidiaries have 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 DMSI's nor the Subsidiaries' respective assets, nor has any of DMSI or the Subsidiaries received notice of any such orders or directions.

(d) True, accurate and complete copies of all environmental audits, site assessments, risk assessments, studies or tests relating to each of DMSI and the Subsidiaries, their respective Businesses or DMSI's and the Subsidiaries' respective assets or

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to any facility or property which any of DMSI or the Subsidiaries has at any time owned, occupied, leased, managed or controlled, that were commissioned by or for any of DMSI or the Subsidiaries or that are in the possession or control of any of DMSI or the Subsidiaries, have been provided to the Purchaser.

(36) Employee Plans.

(a) Schedule 5.2(36)(a) identifies each 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 sharing, savings, and any other plan, program or arrangement, whether funded or unfunded, formal or informal, written or unwritten, that is maintained, contributed to, or required to be maintained or contributed to, by each of DMSI and the Subsidiaries, or to which any DMSI or the Subsidiaries is a party, or bound by, or under which any of DMSI or the Subsidiaries has any liability or contingent liability, for the benefit of any of the DMSI's or the Subsidiaries' current and former directors, officers, shareholders, consultants, independent contractors or employees and their respective beneficiaries or dependents, other than Statutory Plans (the "Employee Plans"). DMSI and the Subsidiaries, as applicable, 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 DMSI and the Subsidiaries 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 any of DMSI or the Subsidiaries, 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

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parachute, retirement or other enhanced benefit) becoming payable under any Employee Plan.

(f) Neither the Employee Plans nor any of DMSI or the Subsidiaries, 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.

(g) 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.

(37) Labour Matters.

(a) None of DMSI nor the Subsidiaries have entered into or are parties 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 any of DMSI or the Subsidiaries and the Employees or independent contractors of any of DMSI or the Subsidiaries 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(37) and 5.2(32), 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 DMSI or the Subsidiaries and any Employee or one or more parties representing any of those Employees before any court, arbitrator, officer, inspector, board, commission, tribunal or agency. To the knowledge of the Vendors, none of DMSI nor the Subsidiaries are liable for any damages, arrears of wages, penalties or Taxes for failure to comply with any of the foregoing.

(c) To the knowledge of the Vendors, 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 DMSI and the Subsidiaries is in material compliance with its duties and obligations under all applicable employment-related statutes and laws and to the knowledge of the Vendors, there are no outstanding decisions, orders, charges, tickets, notices or settlements or pending settlements under applicable employment standards legislation, human rights legislation, Occupational Health

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and Safety legislation that place any obligation on any of DMSI or the Subsidiaries 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 DMSI and the Subsidiaries have been paid or accrued and there has not been any special or penalty charge or assessment under those legislation against any of DMSI or the Subsidiaries 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. To the knowledge of the Vendors, no labour representatives have applied to be certified as the bargaining agent of any Employee and no labour representatives have applied to have any of DMSI or the Subsidiaries declared a related or successor employer. None of DMSI nor the Subsidiaries have conducted negotiations with respect to any future Contracts with any labour representatives, trade union or trade association.

(38) Employees and Others.

(a) Schedule 5.2(38) 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 DMSI and the Subsidiaries 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. 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 to the knowledge of the Vendors, there are no Claims outstanding with respect thereto.

(c) Other than as set out in Schedule 5.2(38), to the knowledge of the Vendors, there are no outstanding Claims against any of DMSI or the Subsidiaries relating to the employment or termination of employment of Employees and there are no threatened Claims against DMSI or the Subsidiaries relating to the employment or termination of any Employees.

(d) Except as disclosed in Schedule 5.2(38), no Employee is employed under an employment contract for a specified term or on terms restricting the right of each of DMSI or the Subsidiaries 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.

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(e) None of the employment contracts to which DMSI and the Subsidiaries 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.

(39) Customers. Schedule 5.2(39) lists the ten largest customers (by revenue) of DMSI and the Subsidiaries for the period from March 31, 2023 through March 31, 2024, and the aggregate amount that each customer was invoiced during that period. No customer or supplier has, and none of DMSI nor the Subsidiaries have 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 DMSI or the Subsidiaries or to modify or change in any material manner any existing arrangement with DMSI or the Subsidiaries or the purchase or supply of any products or services. To the knowledge of the Vendors, the relationships of each of DMSI and the Subsidiaries with each of its principal suppliers and customers are satisfactory, and there are no unresolved disputes with any such supplier or customer. Except as disclosed in Schedule 5.2(39), 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. There has been no termination or cancellation of, and no material modification or change in, each of DMSI's and the Subsidiaries' business relationship with any major customer or group of major customers. The Vendors have no reason to believe that the benefits of any relationship with any of the major customers or suppliers of any of DMSI or the Subsidiaries will not continue after the Closing Date in substantially the same manner as prior to the date of the Agreement.

(40) Ethical Practices. No Representative of any of DMSI or the Subsidiaries or any other Person associated with any Vendor, DMSI, the Subsidiaries 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 any of DMSI or the Subsidiaries, 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.

(41) Personal Information.

(a) DMSI and the Subsidiaries have complied, and are in compliance, in all material respects, with all applicable Privacy Laws. All Personal Information in the possession of DMSI and the Subsidiaries have been collected, stored, processed, transmitted, handled, disclosed and otherwise used in compliance with all applicable Privacy Laws, including all Privacy Law applicable: (i) in those jurisdictions in which either of DMSI or the Subsidiaries conduct, or are deemed by operation of law in those jurisdictions to conduct, their respective Businesses; and (ii) to all such Personal Information.

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(b) DMSI and the Subsidiaries have disclosed to the Purchaser all Contracts and facts concerning the collection, storage, processing, transmission, handling, retention, destruction, disclosure and other uses of Personal Information, and the scope of the consents and authorizations for all Personal Information, as is and has been used in operation of the Business as currently conducted, 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 DMSI or the Subsidiaries in the continued operation of the Businesses as conducted before the Closing.

(c) There are no claims, including but not limited to any from any Governmental Authority, pending or, to the knowledge of the Vendors, threatened, with respect to DMSI or the Subsidiaries in relation to any: collection, storage, processing, transmission, handling, disclosure or other use of Personal Information, or breach of applicable Privacy Laws.

(d) DMSI and the Subsidiaries have implemented and have at all times maintained privacy policies (the "Privacy Policies), and published such Privacy Policies, and have complied, and are in compliance, in all material respects with such Privacy Policies. True, correct and complete copies of such Privacy Policies have been provided to Purchaser prior to the date thereof. All Privacy Policies have complied and do comply with all applicable Privacy Laws.

(e) Each of DMSI and the Subsidiaries 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, processing, storage, transmission, handling, disclosure, transfer and other uses of User Data; and

(ii) anti-spam obligations, including (A) the sending or causing or permitting to be sent all commercial electronic messages (including but not limited to any advertising, promotional, marketing, or commercial e-mail or other forms of electronic messages) in compliance with all Applicable Laws, including but not limited to those laws applicable in those jurisdictions in which each of DMSI and the Subsidiaries conduct, or are deemed by operation of law in those jurisdictions to conduct, the Business, and as applicable to recipients of such commercial electronic messages, including but not limited to CASL and the US CAN-SPAM ACT, including but not limited to 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; and (B) installation of computer programs, including but not limited to CASL.

(f) DMSI and the Subsidiaries have obtained, or have available to them at law, all requisite consents and authorizations (including express or implied consents or authorizations) for: (i) all data in their possession or control (including but not limited to all User Data, Personal Information and other data), and has provided all requisite notices to use all User Data, Personal Information and other data in accordance with the Privacy Policies and Applicable Laws, including but not limited to Privacy Laws, and to engage and to have engaged in the aforementioned

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activities; and (ii) all commercial electronic messages and installation of computer programs sent or otherwise provided by DMSI or any Subsidiary.

(g) DMSI and the Subsidiaries have taken, implemented and maintained commercially reasonable administrative, technical and physical measures and safeguards, including but not limited to in the IT Systems, that: (i) protect all User Data, Personal Information and other data in its possession or control, including any of the foregoing that is handled by a third party on behalf of DMSI or any Subsidiary, and (ii) ensure that all User Data is protected against loss, damage, and unauthorized access, use, modification or other misuse. There has been no loss or damage, or, to the knowledge of the Vendors, unauthorized access, use, modification, or other misuse of any User Data, Personal Information or other data maintained, possessed or held by or on behalf of any of DMSI or the Subsidiaries. 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. The IT Systems have operated and currently operate in a reasonable manner without material malfunction, unplanned downtime, or disruption or interruption, and are free from any disabling code, time bomb, virus or other malicious or harmful code. DMSI and the Subsidiaries have taken all commercially reasonable actions to safeguard the IT Systems, including protecting their security, continuity and integrity, and require all third party service providers which provide IT Systems on behalf of the Business to apply at least commensurate actions and safeguards.

(h) The consummation of the Transaction will not:

(i) violate either of DMSI's or the Subsidiaries' Privacy Policies;

(ii) require either of DMSI or the Subsidiaries 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, Personal Information or other data, including but not limited to for any collection, storage, processing, transmission, handling, disclosure or other use thereof; or

(iii) under Applicable Laws or the Privacy Policies, restrict the ability of either of DMSI or the Subsidiaries to use User Data, Personal Information or other data after the Closing.

The manner in which User Data, Personal Information and data has been obtained by each of DMSI and the Subsidiaries complies in all material respects with all Applicable Laws and with the obligations, commitments, notices and policies relating to such User Data, Personal Information and data.

(42) No Finder's Fees. Neither any of the Vendors nor any of DMSI or the Subsidiaries 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.

5.3 Representations and Warranties of the Vendors relating to the Corporations. Each Vendor, on a several basis, with respect to their respective Corporations, represents and warrants

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to the Purchaser as follows and acknowledges 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) PaulCo. All of the representations and warranties relating to PaulCo as further set out in Schedule 5.3(1) are true and correct in all material respect as of the Closing Date.

(2) RobertCo. All of the representations and warranties relating to RobertCo as further set out in Schedule 5.3(2) are true and correct in all material respect as of the Closing Date.

5.4 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 federal laws of Canada 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 the contracts, agreements and instruments required by this Agreement to be delivered and to perform their respective obligations hereunder and thereunder.

(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

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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. To the knowledge of the Purchaser, 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:

(a) 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:

(i) any provision of its Constating Documents or resolutions of its board of directors (or any committee thereof) or shareholders;

(ii) any Approval issued to, held by or for the benefit of, the Purchaser; or

(iii) any Applicable Law.

(b) the requirement of any Approval from any of the creditors of the Purchaser.

(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.

5.5 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 Date, 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 Vendor Fundamental Representations and the Purchaser Fundamental Representations shall survive and continue in full force and effect without limitation of time;

(b) representations and warranties which relate to Tax matters survive Closing and continue in full force and effect until, but not beyond, the 180th 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;

(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 eighteen (18) months following the Closing Date; and

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(d) notwithstanding Sections 5.5(a) through 5.5(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.

5.6 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 5.5 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

6.1 Non-Competition; Non-Solicitation.

(1) In order for the Purchaser to have the full benefit of the businesses of each of the Corporations, DMSI, and the Subsidiaries, 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 [redacted; commercially sensitive] commencing on the Closing Date, Robert Arnold Watt and Paul Smith shall not, directly or indirectly (whether by himself, 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 the [redacted; commercially sensitive];

(b) solicit, entice, encourage or intentionally influence, or attempt to solicit, entice, encourage or influence, any employee or independent contractor of the Purchaser, the Corporations, DMSI, the Subsidiaries or any of their respective Affiliates to resign or leave the employ or engagement of the Purchaser, the Corporations, DMSI, the Subsidiaries or any of their respective Affiliates or otherwise hire, employ, engage or contract any such employee or independent contractor to perform services other than for the benefit of the Purchaser, the Corporations, DMSI, the Subsidiaries 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, DMSI, the Subsidiaries or any of their respective Affiliates (including any Person who has been a customer of any of the Corporations, DMSI or the Subsidiaries at any time during the period of twelve (12) months before the Closing) to alter, reduce or terminate its business relationship with the Purchaser, the Corporations, DMSI, the Subsidiaries or any of their respective Affiliates for the direct or indirect benefit of any Competing Business.

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In addition to the foregoing, TridelCo (whether by 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) shall also be bound by the Restrictive Covenants under Sections 6.1(b) and 6.1(c) for a period of [redacted; commercially sensitive].

(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) Robert Arnold Watt and Paul Smith individually 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.

(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 the Corporations, DMSI and the Subsidiaries) 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 the Corporations, DMSI and the Subsidiaries), the amount of which cannot be readily determined and as to which neither Purchaser nor any of its Affiliates (including the Corporations, DMSI and the Subsidiaries) 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, the Corporations', DMSI's and the Subsidiaries' businesses and are reasonable and valid in geographical and temporal scope and in all other respects.

6.2 Conduct of Business before Closing. During the period beginning on the Signing Date and ending at the Effective Date, except with the consent of the Purchaser or as contemplated or required by this Agreement, each of the Vendors jointly and several covenants to cause each of the Corporations, DMSI and the Subsidiaries:

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(1) to conduct their respective Businesses diligently and prudently in the Ordinary Course and to refrain from entering into any Contract or Property Lease except in the Ordinary Course, or with the prior written consent of the Purchaser;

(2) except as required by Applicable Law, or upon prior written notice to the Purchaser (and such requirement for notice shall not, for greater certainty, create or grant a consent right in favour of the Purchaser), to refrain from:

(a) hiring, engaging or retaining any new employees or independent contractors to be employed, engaged or retained in connection with the Businesses;

(b) terminating any Employees or transferring any Employees to any other position; or

(3) to not undertake any capital reorganization, nor declare, nor reduce stated capital in respect of any of the Corporations', DMSI's or the Subsidiaries' outstanding securities;

(4) other than as herein provided, to not amend the Corporations', DMSI's or the Subsidiaries' constating documents or the terms of any of the Corporations', DMSI's or the Subsidiaries' outstanding securities, including, without limitation, any outstanding indebtedness and credit facilities;

(5) other than upon prior written consent from the Purchaser, to not enter into, create, declare, adopt, amend, vary, modify or take any other action with respect to any bonus, target bonus, profit sharing, incentive, salary or other compensation, equity based award, pension, retirement, deferred compensation, severance, change in control, employment or other Employee benefit plan, agreement, trust fund, award or arrangement for the benefit or welfare of any officer, director or Employee, or similar rights or other benefits, except for changes in compensation for Employees (other than officers and directors) in the Ordinary Course;

(6) to comply in all respects with all Applicable Laws applicable to the Businesses; and

(7) to apply for, maintain in good standing and renew all Permits;

6.3 Non-disturbance covenants by the Purchaser Subject to the terms of this Agreement, during the 2024 EBITDA Calculation Period for the purposes of determining any Additional Purchase Price Adjustment pursuant to Section 2.8, the Purchaser shall:

(1) operate and manage DMSI and the Subsidiaries and the Business in a manner substantially consistent with their operation and management before the Closing Date and in accordance with the existing fiscal 2024 budget ("2024 Budget") as approved by DMSI's board of directors, in all material respects, inclusive of the funding assumptions and capital expenditures detailed therein;

(2) maintain at all times working capital for DMSI and the Subsidiaries at levels consistent with the levels historically maintained for DMSI and the Subsidiaries;

(3) maintain DMSI and the Subsidiaries and their businesses, as a separate business unit;

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(4) maintain separate books and records, and prepare separate financial statements, for DMSI and the Subsidiaries and their businesses (excluding any other business, operations and affairs of the Purchaser and its other Affiliates) to allow the 2024 EBITDA and the Additional Purchase Price Adjustment to be calculated and reviewed in accordance with this Agreement (provided that such separate books and records will comprise proper books and records in which full, true, and accurate entries will be made of all dealings and transactions in relation to DMSI and the Subsidiaries and their businesses, all in accordance with the Accounting Principles, to allow for complete and detailed verification of such financial records by the Vendors and their representatives, and the Purchaser shall retain all such books and records, including all sources of primary records, for a period of at least three (3) years after the expiry of the 2024 EBITDA Calculation Period applicable to any Additional Purchase Price Adjustment);

(5) not, other than in the Ordinary Course of business or otherwise materially consistent with historical practices of DMSI and the Subsidiaries and businesses, unless appropriate normalization and adjustment calculations are reflected in the 2024 EBITDA calculations, directly or indirectly:

(a) take any actions that would have the effect of avoiding, frustrating or reducing the 2024 EBITDA hereunder and/or achieving of Additional Purchase Price Adjustment;

(b) effect any material change in the accounting policies or practices of DMSI and the Subsidiaries or any of their respective successors;

(c) combine, consolidate, sell or dispose of any material securities, assets or businesses of the DMSI and the Subsidiaries or any of their respective successors;

(d) increase the base or bonus compensation of employees of DMSI and the Subsidiaries or any of their respective successors attributable solely to DMSI and the Subsidiaries or any of their respective successors or businesses in a manner materially different from historical practices (provided, for greater certainty, that any compensation payable under any incentive or similar plan of DMSI and the Subsidiaries existing as of the date hereof or the Closing Date shall be permitted);

(e) hire, engage or retain any new employees or independent contractors to be employed, engaged or retained in connection with the Businesses;

(f) terminate any Employees or transferring any Employees to any other position;

(g) take any action to materially amend any Contract with any Employee;

(h) compete with, or solicit employees or clients of, DMSI and the Subsidiaries or any of their respective successors or businesses;

(i) divert any revenues away from DMSI and the Subsidiaries or any of their respective successors or businesses and to the Purchaser or any of its other Affiliates or Subsidiaries;

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(j) permit DMSI and the Subsidiaries or any of their respective successors or businesses to incur any management, advisory, consulting or other fees or expenses paid or payable to the Purchaser or any of its Affiliates; and/or
(k) permit DMSI and the Subsidiaries or any of their respective successors or businesses to assume any liabilities of the Purchaser or any of its other Affiliates or Subsidiaries.

6.4 Access for Investigation. The Vendors will, and will cause each of the Corporations, DMSI and the Subsidiaries to, permit the Purchaser through its authorized Representatives, until the Closing Date, to have reasonable access during normal business hours to the Leased Properties and to all the Books and Records of the Corporations, DMSI and the Subsidiaries, and to the properties, assets and senior management of each of the Corporations, DMSI and the Subsidiaries. The Vendors will also furnish to the Purchaser any financial and operating data and other information with respect to each of the Corporations, DMSI and the Subsidiaries or the Businesses as the Purchaser reasonably requests to enable confirmation of the accuracy of the matters represented and warranted in Article 5. Until the Closing Date, the Purchaser will be provided ample opportunity to make a full investigation of all aspects of the financial affairs of each of the Corporations, DMSI and the Subsidiaries.

6.5 Engagement of Paul and Robert. Concurrently with closing, each of Paul and Robert will be employed by DMSI post-closing as co-Chief Executive Officers, on the terms set out in the Employment Agreements. Concurrently with closing, each of Paul and Robert will enter into the Employment Agreements.

6.6 Personal Information. Each of the Parties agree 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 (the "Transaction PI");
(2) only Transaction PI which is necessary for the Parties to determine whether to proceed with the Transactions, and if the determination is made to proceed with the Transactions, to complete the Transactions, shall be exchanged between the Parties;
(3) all Transaction PI shall be used and disclosed solely for the purposes related to the Transactions;
(4) all Transaction PI shall be protected by security safeguards appropriate to the sensitivity of the Transaction PI;
(5) if the Transactions do not proceed, all Transaction PI shall be returned to the organization that disclosed it, or it will be destroyed, within a reasonable time;
(6) he/she/it has taken and shall continue to take reasonable steps, in accordance with Applicable Law, to prevent: (i) accidental loss or corruption of the disclosed Transaction PI, (ii) unauthorized input or access to the disclosed Transaction PI, and (iii) unauthorized or unlawful collection, storage, disclosure, recording, copying, alteration, removal, deletion, use or other processing of such Transaction PI; and

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(7) to the extent an Employee resigns from their employment with DMSI or the Subsidiaries on or prior to the Closing, the Purchaser, upon request by the Vendors, shall return or cause to be returned to the Vendors all Transaction PI in respect of such Employee.

6.7 Subordination and Postponement Agreement with lender. Each of the Vendors agree to execute and deliver at the Closing the subordination and postponement agreement in the forms attached hereto as Exhibit F (the "Subordination and Postponement Agreement"), required to be signed by the Purchaser's lender of bank financing in existence as of the Signing Date to evidence the Vendors' agreement to subordinate and postpone their VTB Security below the security that such lender has or will have against the assets of the Corporations, DMSI and the Subsidiaries.

6.8 Cap on Bank Financing. With respect to the bank financing referenced in Section 6.7, the Purchaser agrees not to borrow in excess of or allow the total amount borrowed to exceed $15,000,000 without obtaining the Vendors' prior consent.

6.9 Third-Party Consents. After Closing, to the extent requested by the Purchaser, the Vendors shall use reasonable efforts to obtain the third-party consents and approvals listed in Schedule 5.2(25)(b).

6.10 Use of Names. The Purchaser agrees that:

(1) the Purchaser shall not use:

(a) the design of the stylized "D" under the registered trademark having the registration number TMA348166 with the Canadian Intellectual Property Office and owned by Tridel Corporation; and
(b) the design of the word "Tridel" with the stylized "D" under the registered trademark having the registration number TMA252513 with the Canadian Intellectual Property Office and owned by Tridel Corporation,

(2) within thirty (30) days after Closing, the Purchaser shall cause the names of Del Management and Delcom to be changed to a name that does not include "Del" or variations thereof; and
(3) within one-hundred and eighty (180) days after Closing, the Purchaser shall cause all marketing and signage materials of the Business to cease using the name "Tridel", "Del" or variations thereof and the design of the stylized "D".

ARTICLE 7 CONDITIONS PRECEDENT

7.1 Conditions for the Benefit of the Purchaser. The obligation of the Purchaser to complete the purchase of the Purchased Shares on the Closing Date will be subject to the fulfilment of the following conditions at or before the 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 in all material respects at the Closing Date with the same force and effect as

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though those representations and warranties had been made as of the Closing Date and for certainty, any representations and warranties made as at a date before the Closing Date will be deemed to be made as at the 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, in all material respects at or before the 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) Since the Signing Date, there will not have been any change in any of the assets, Businesses, financial condition, earnings, results of operations or prospects of the Corporations, DMSI and the Subsidiaries, or any other event, development or condition of any character (whether or not covered by insurance) that has, or might reasonably be expected to have, a Material Adverse Effect.

(3) All filings, notifications and consents required by the Purchaser with, to or from Governmental Authorities 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 with a Governmental Authority.

(4) TRBE shall have obtained the requisite approval to close on the Offering from the TSXV for the Offering, and the Offering shall have completed and TRBE shall have full access to the Offering proceeds without restrictions on use.

(5) On the Closing Date, the Vendors will have delivered to the Purchaser those documents described in Section 4.1.

7.2 Waiver or Termination by the Purchaser. The conditions contained in Section 7.1 are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser 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.

7.3 Conditions for the Benefit of Vendors. The obligation of the Vendors to complete the sale of the Purchased Shares 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 Closing Date with the same force and effect as though those representations and warranties had been made as of the Closing Date and for certainty, any representations and warranties made as at a date before the Closing Date will be deemed to be made as at the Closing Date. The Purchaser will have

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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 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) On the Closing Date, the Purchaser will have delivered those documents and closing deliverables to the Vendors as described in Section 4.2.

7.4 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 the 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.

7.5 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, DMSI or the Subsidiaries 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.

7.6 Automatic Termination. Each Party agrees that this Agreement shall terminate at the option of either Party if the Closing does not take place prior to the Outside Date. In that event, the Vendors and the Purchaser will be released from all obligations under this Agreement, provided that the Purchaser shall be liable to fulfil any of its obligations, if applicable, to reimburse the legal expenses of the Vendors pursuant to the terms of the Legal Expense Reimbursement Letter.

ARTICLE 8 TAX MATTERS

8.1 Preparation and Filing of Tax Returns. The Vendors shall cause to be prepared all Tax Returns of each of the Corporations, DMSI and the Subsidiaries that relate to taxation periods commencing before the Effective Date and are not due for filing until after the Effective Date,

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including without limitation the Tax Returns which are part of the Closing Statements. The Purchaser shall co-operate fully with the Vendors in, and make available to the Vendors 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 thirty (30) days (or ten (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.

8.2 Books and Records Relating to Taxes

Within ten (10) Business Days after the Closing Date, the Vendors shall deliver to the Purchaser copies of all documents relating to the Taxes of the Corporations, DMSI and the Subsidiaries 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.

8.3 Allocation of Taxes for Straddle Periods

All Taxes and Tax liabilities with respect to the Corporations, DMSI and the Subsidiaries that relate to a Straddle Period shall be apportioned between the Pre-Closing Period and the Post-Closing 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.

8.4 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 the Corporations, DMSI and the Subsidiaries. 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 this 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.

8.5 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, DMSI or the Subsidiaries, as applicable, or the Purchaser; provided, however, that the Purchaser will reasonably

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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 8 or 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, DMSI or the Subsidiaries, 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.

(3) The Vendors shall not, without the prior written consent of the Purchaser, 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, DMSI or the Subsidiaries for a Post-Closing Period.

8.6 Treatment of Non-Competition Provisions and Restrictive Covenants. The Parties agree that the non-competition provisions of each of Paul and Robert's Employment Agreements and the restrictive covenants contained in Section 6.1 are integral to this Agreement and that they are being granted to maintain and preserve the value of DMSI and its Subsidiaries. No proceeds are received or receivable by the Vendors for any non-competition agreement or the restrictive covenants contained in Section 6.1. If any Vendor desires to enter into an election under subsection 56.4(7) of the Tax Act with the Purchaser, the Vendor will prepare and provide such election(s) in a form satisfactory to the Purchaser, acting reasonably, and the Purchaser will execute and jointly elect with each Vendor, as applicable. The Vendor will, and will cause each applicable Vendor to, file all such executed elections with the applicable Governmental Authority within the prescribed time limits.

ARTICLE 9

INDEMNIFICATION

9.1 Individual Indemnification by the Vendors. Subject to this Article 9 and Section 5.5, each of the Vendors shall, on a several basis, 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 of any representation or warranty as to itself (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 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.

9.2 Indemnification by the Vendors. In addition to Section 9.1 and subject to this Article 9 and Section 5.5, the Vendors 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:

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(1) any inaccuracy of or any breach by any of the Vendors of, any representation or warranty of the Vendors contained in Sections 5.2 or 5.3 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 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) any Proceeding set out in Schedule 5.2(32)(b); and
(4) all Taxes payable by either of the Corporations, DMSI or the Subsidiaries 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.

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 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.

9.3 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 Section 5.4 or elsewhere 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.

9.4 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.

9.5 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

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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.

9.6 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 thirty (30) 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 thirty (30) day period (or mutually 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 as agreed of the Direct Claim (or, in the case of a Purchaser Indemnitee, subject to the limitations set out in Section 9.10, 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).

9.7 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 thirty (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) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the judgment of the Indemnified Party, likely to establish a precedent, custom or practice adverse to the continuing business interest of the Indemnified Party;

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(e) the Third Party Claim (i) does not involve, in the case where the Indemnified Party is a Vendor Indemnitee, or (ii) involves, in the case where the Indemnified Party is a Purchaser Indemnitee, a dispute between either DMSI or the Subsidiaries and a customer, supplier or other Person who, in the judgement of the Purchaser (acting reasonably), is a material counterparty in the continuing business interest of DMSI or the Subsidiaries; and

(f) 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 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

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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.

9.8 Gross-up

If an Indemnified Party is subject to Tax in respect of the receipt of an amount pursuant to 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.

9.9 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,

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.

9.10 Limitations on Indemnification

(1) The Purchaser, as an Indemnified Party, shall not bring a claim for indemnification to the Vendors, as an Indemnifying Party, under this Article 9 until the amount of Losses incurred or suffered by the Indemnified Party from a particular claim exceeds, in the aggregate, [redacted; commercially sensitive].

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(2) No Vendor, as an Indemnifying Party, shall be liable to pay to the Purchaser, as an Indemnified Party for indemnification under this Article 9, unless the amount of all claims for indemnification (as to Vendors collectively and not as to each Vendor) have exceeded, in the aggregate, [redacted; commercially sensitive], and then only in respect of such excess amount.

(3) The Vendors 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 [redacted; commercially sensitive].

(4) The limitations set out in Section 9.10(3) will not apply to, and the Vendors 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 Vendor Fundamental Representations relating to the Corporations, DMSI or the Subsidiaries, (c) the indemnifications by the Vendors in favour of the Purchaser contained in Sections 9.2(3) and 9.2(4), and (d) any Claim for indemnity pursuant to Section 9.1(2). The Vendors liability to indemnify any Purchaser Indemnitee, with respect to any claims arising under this Section 9.10(4) is limited to an amount not exceeding the Purchase Price.

(5) 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 the Purchase Price.

9.11 Indemnity as Sole Recourse.. The sole recourse and exclusive remedy of any Indemnified Party for breaches of or inaccuracies in any representations, warranties, covenants or agreements contained in this Agreement, or any certificate delivered in connection herewith, shall be indemnification under this Article 9 and the Indemnified Party may not bring any other claim whatsoever in connection therewith.

9.12 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 thereof;

(2) for any Losses that arises as a result of any legislation not in force on the date thereof which takes effect retrospectively or occurs as a consequence of a change in the interpretation of the law after the date thereof;

(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.

9.13 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

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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.

9.14 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.

9.15 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 outstanding 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 any 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

10.1 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:

(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 each of the Corporations, DMSI and the Subsidiaries and their respective Businesses and assets provided by the Vendors, the Corporations, DMSI and the Subsidiaries to the Purchaser and its Representatives, including all notes, analyses, compilations, studies, summaries and other material prepared by the

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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 Signing Date 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.

10.2 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. The Vendors hereby acknowledge that the Purchaser intend to make a press release concerning the Transaction.

10.3 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.

(2) The Vendors and the Purchaser shall consult with each other concerning the manner by which the Employees, customers, suppliers and other Persons having dealings with any of the Corporations, DMSI or the Subsidiaries shall be informed of the Transactions, and the Purchaser shall have the right to be present for any such communication.

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10.4 Expenses. Subject to the terms of the Legal Expense Reimbursement Letter, 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, DMSI and the Subsidiaries 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.

10.5 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.

10.6 No Third Party Beneficiary. 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.

10.7 Entire Agreement. This Agreement together with the other agreements (including the Legal Expense Reimbursement Letter) 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.

10.8 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.

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

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

10.11 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.

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

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

10.14 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

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

[redacted; personal information]

and

[redacted; personal information]

with a copy (not constituting notice) to:

[redacted; commercially sensitive]

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

[redacted; commercially sensitive]

with a copy (not constituting notice) to:

[redacted; commercially sensitive]

(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

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"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.

10.15 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.

10.16 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.

10.17 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.

10.18 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.

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

10.20 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]

73405377.18

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

TRIBE MANAGEMENT INC.

Per: /s/ "Joseph Nakhla"
Name: Joseph Nakhla
Title: Director

/s/ "Paul Smith"
Paul Smith

/s/ "Julie Leblanc"
Julie Leblanc

THE PAUL SMITH FAMILY TRUST 2016

Per: /s/ "Paul Smith"
Name: Paul Smith
Title: Trustee

/s/ "Robert Arnold Watt"
Robert Arnold Watt

ROBERT WATT FAMILY TRUST 2016

Per: /s/ "Robert Arnold Watt"
Name: Robert Arnold Watt
Title: Trustee

DMSI INVESTMENT CORPORATION

Per: /s/ "Mark Witkoswki"
Name: Mark Witkoswki
Title: Director

72 -

EXHIBIT A
VENDORS

#	Vendors	Proportion of Purchase Price
1.	Julie Leblanc, Paul Smith, and Paul Smith, as Trustee of the Paul Smith Family Trust 2016	[redacted; commercially sensitive]
2.	Robert Arnold Watt, and Robert Arnold Watt, as Trustee of the 2016 Robert Watt Family Trust	[redacted; commercially sensitive]
3.	DMSI Investment Corporation	[redacted; commercially sensitive]
TOTAL		100%

EXHIBIT B
PROMISSORY NOTE

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS DEMAND PROMISSORY NOTE MUST NOT TRADE THIS PROMISSORY BEFORE THE DATE THAT IS FOUR MONTHS AND A DAY AFTER THE LATER OF (I) THE DATE OF THE ISSUE OF THIS PROMISSORY NOTE AND (II) THE DATE THE CORPORATION BECAME A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY OF CANADA.

TERM PROMISSORY NOTE

TORONTO, ONTARIO
CAD$3,000,000
____, 2024

FOR VALUE RECEIVED, and subject to the terms and conditions set forth in this note (this "Note"), Tribe Management Inc. (the "Borrower"), hereby unconditionally promises to pay to the order of the lenders listed in Exhibit A of this Note (the "Lenders"), in immediately available funds, at such location as the Lenders shall designate in writing, the aggregate principal amount of Three Million Dollars ($3,000,000) (the "Principle Amount"), in the respective percentages set forth opposite each Lender's name on Exhibit A or as they otherwise direct, without interest except as expressly provided herein, subject to adjustments pursuant to the share purchase agreement dated hereof between the Borrower and the Lenders (the "Share Purchase Agreement"). Repayment shall be made in lawful currency of Canada.

Unless defined herein specifically, all capitalized terms used have the meaning ascribed to them in the Share Purchase Agreement.

The terms of this Note are as follows:

Subject to paragraph 2, the Principal Amount of this Note shall be payable in equal instalments of $250,000.00 payable every three (3) months (each a "Quarterly Payment"), with the first instalment payment commencing on the date that is three months following the Closing Date, and the last instalment payment ending on the date that is three (3) years following the Closing Date.
The Borrower shall, until the final determination of the Additional Purchase Price Adjustment pursuant to the terms of the Share Purchase Agreement, deposit the Quarterly Payments payable during such time period (the "Escrowed Amount"), in a segregated escrow account with Miller Thomson LLP (the "Escrow Agent").
The Lenders acknowledge that this Note is subject to the terms of a postponement and subordination agreement dated as of ______, 2024, among, The Bank of Nova Scotia and the Lenders (as amended, restated, or modified from time to time, the "Subordination Agreement"), and for greater certainty all rights to receive any payments pursuant to this Note shall be subject to the terms of the Subordination Agreement.
The Borrower agrees that should any payment made by the Borrower to the Lenders pursuant to the Share Purchase Agreement be rejected by The Bank of Nova Scotia prior to January 1, 2025, (the "Rejected Payments"), the Borrower covenants to pay to the Lenders an amount equal to the Rejected Payments within 10 business days following January 1, 2025 (the "Remedial Payment"), so long as payment of such Remedial

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Payment would not cause the Borrower to default under the commitment letter dated September 8, 2023 (as amended and restated from time to time) between the Borrower, as borrower, and The Bank of Nova Scotia, as lender or any other agreement as in between the Borrower and The Bank of Nova Scotia (collectively the “Bank Agreements”). Should payment of the Remedial Payment cause a default under the Bank Agreements, the Borrower covenants to make the Remedial Payment as soon as reasonably possible and in as many parts as required, such that payment of the Remedial Payment would not cause the Borrower to be in default under the Bank Agreements.

Upon the final determination of the Additional Purchase Price Adjustment, the amount thereof, if any, shall reduce the Principle Amount, and within two (2) business days of the final determination of the Additional Purchase Price Adjustment, the Borrower and the Lender shall instruct the Escrow Agent to (i) release to the Borrower the amount of the Additional Purchase Price Adjustment, or the entire Escrowed Amount if the Escrowed Amount is insufficient to cover the Additional Purchase Price Adjustment, and (ii) release the balance, if any or the entirety (if there is no Additional Purchase Price Adjustment) of the Escrowed Amount to the Lenders.
Upon any Event of Default (as defined below), the Borrower shall be liable to pay an interest of prime [redacted; commercially sensitive] per annum on the entire balance due on the Principle Amount calculated from the Closing Date until the day such default has been cured by the Borrower by making a payment in cash along with the interest due and payable to the Lenders.
Upon the occurrence and continuance of any of the following events (each an “Event of Default”), the Lenders may, at their sole election and by written notice to the Borrower, declare the entire unpaid Principle Amount of this Note, together with all accrued and unpaid interest thereon and all other amounts payable hereunder, immediately due and payable with the Borrower foregoing any and all rights under the terms of the Share Purchase Agreement or elsewhere to adjust the amount owing under this Note:

(a) The Borrower fails to pay, when due, any Quarterly Payment on the Principle Amount due under this Note and such breach has not been remedied within thirty (30) days from the initial default on the payment of the Quarterly Payment (along with the payment of any accrued and unpaid interest due and payable pursuant to the terms of this Note),

(b) The Borrower fails to instruct the Escrow Agent to release the Escrowed Amount to the Lender pursuant to paragraph 5 above, if applicable,

(c) The occurrence of any event of default under the general security agreement dated on or about the date hereof between the Lenders and DMSI Holdings Ltd., Del Management Solutions Inc., DMS Property Management Ltd., and DELCOM Management Services Inc., or

(d) Upon the commencement by or against the Borrower of any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar proceeding relating to the Borrower or its debts in any jurisdiction.

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Subject to paragraphs 6 and 7 above, the Borrower may prepay the Principal Amount of this Note in whole or in part at any time without premium or penalty by giving five (5) business days' notice to the Lenders.
The Borrower hereby waives demand and presentment for payment, notice of non-payment, protest and notice of protest of this Note. No failure on the part of the Lenders to exercise, and no delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof or a consent thereto; nor shall a single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Subject to the terms of the Share Purchase Agreement, all payments under this Note shall be made without offset, counterclaim or deduction of any kind.
The Borrower may not assign this Note or any of its respective rights or obligations under this Note without the prior written consent of the Lenders, which consent may be withheld in the Lenders' sole discretion. The Lenders may assign this Note or any of its respective rights or obligations under this Note only to an affiliate for estate planning purposes upon written notice to the Borrower. Any such assignment of this Note must be made in accordance with applicable securities laws.
The undersigned agrees that limitation periods established by the Limitations Act, 2002 (Ontario), other than the ultimate 15-year limitation period, do not apply to this Note.
This Note shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature page immediately follow]

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

TRIBE MANAGEMENT INC.

Per:
Name:
Title:

[Signature Page to Promissory Note]

EXHIBIT A
LIST OF LENDERS

#	Name of the Lender	Percentage of the Principle Amount
1.	Julie Leblanc, Paul Smith, and Paul Smith, as Trustee of The Paul Smith Family Trust 2016	[redacted; commercially sensitive]
2.	Robert Arnold Watt and Robert Arnold Watt, as Trustee of The Robert Watt Family Trust 2016	[redacted; commercially sensitive]
3.	DMSI Investment Corporation	[redacted; commercially sensitive]
TOTAL		100%

76531416.6

EXHIBIT C
FORM OF THE GUARANTEE

GUARANTEE

THIS GUARANTEE is made as of the __ day of ____, 2024.

BY: DMSI Holdings Ltd. ("DMSI"), Del Management Solutions Inc. ("Del Management"), DMS Property Management Ltd. ("DMS Property") and DELCOM Management Services Inc. ("Delcom") (collectively, DMSI, Del Management, DMS Property, and Delcom, the "Subsidiaries")

IN FAVOUR OF: Julie Leblanc ("Julie"), Paul Smith ("Paul"), Paul, as Trustee of The Paul Smith Family Trust 2016, Robert Arnold Watt, as Trustee of The Robert Watt Family Trust 2016, and DMSI Investment Corporation ("TridelCo")

(collectively, the "Lenders")

WHEREAS:

A. Pursuant to the terms of a share purchase agreement dated as of the date hereof between Tribe Management Inc. (the "Borrower") and the Lenders (the "Share Purchase Agreement"), the Borrower agreed to directly and indirectly acquire all of the outstanding shares of DMSI and the Subsidiaries (the "Guarantors", and each individually, a "Guarantor") from the Lenders (the "Transaction").

B. As a part of the consideration for the Transaction, the Borrower issued a promissory note (the "Note") in the amount of THREE MILLION DOLLARS ($3,000,000.00) to the Lenders dated as of the date hereof.

C. It is a condition precedent to the Lender's acceptance of the Note in connection with the Transaction that the Guarantors guarantee (i) all present and future indebtedness and liability of the Borrower to the Lenders under the Note, and (ii) the observance and performance by the Borrower of all the obligations to the Lenders under the Note (collectively, the "Guaranteed Obligations").

IN CONSIDERATION of the Lenders' acceptance of the Note, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors agree with the Lenders as follows:

The Guarantors each hereby unconditionally and irrevocably guarantee to the Lenders, as primary obligor and not merely as surety, the due payment and performance of the Guaranteed Obligations.
This Guarantee is a continuing guarantee and is not limited by amount, time or otherwise.

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Without releasing, discharging, limiting or otherwise affecting in whole or in part the obligations and liabilities of the Guarantors hereunder and without the consent of or notice to the Guarantors, the Lenders may:

(a) grant time, renewals, extensions, indulgences, releases and discharges to the Borrower or any other person or persons now or hereafter liable to the Lenders in respect of the Guaranteed Obligations;

(b) accept compromises or arrangements from the Borrower or any other person;

(d) apply all monies at any time received from the Borrower or any other person or persons as the Lenders may see fit or change any such application in whole or in part from time to time as the Lenders may see fit;

and in no case shall the Lenders be responsible for any neglect or omission with respect to any of the foregoing.

The Guarantors waive absolutely, and agree that they shall not at any time plead or in any manner whatever claim or take the benefit or advantage of, any appraisal, valuation, stay, extension, marshalling of assets or redemption laws, or exemption, whether now or at any time hereafter in force, which may delay, prevent or otherwise affect the performance by the Guarantors of the Guaranteed Obligations under, or the enforcement by the Lenders of, this Guarantee. The Guarantors shall, to the fullest extent permitted by applicable law, make payments and perform all obligations hereunder without regard to any right or alleged right of set-off, counterclaim or appropriation or the application of any claim that the Borrower or any other person may have or may allege to have against the Lenders or against any person.
The Guarantors hereby expressly and irrevocably, on their own behalf and on behalf of their successors and assigns, waive:

(a) all requirements, if any, of demand, presentment, diligence, protest, notice of dishonour and notice of acceptance and other notices of every kind or nature whatsoever including, without limiting the generality of the foregoing, notice of the existence, creation or incurring of any new or additional indebtedness or obligation, or of any action or inaction on the part of the Lenders or any other person whatsoever;

(b) any duty on the part of the Lenders to disclose to the Guarantors any facts which the Lenders may now or hereafter know concerning the Borrower or any other matter whatsoever, even if the Lenders has reason to believe any such information materially increases the risk beyond that which the Guarantors intend to assume under this Guarantee; and

(c) any and all rights at law or in equity to subrogation, reimbursement, exoneration, contribution, indemnification, set off or any other rights that could accrue to the Guarantors, against a principal, or any other obligor, which the Guarantors may have or hereafter acquire against the Borrower in connection with or as a result of the Guarantors' execution, delivery and/or performance of this Guarantee, or any other documents to which the Guarantors are a party or otherwise.

The Guarantors hereby acknowledge and agree that (i) this waiver is intended to benefit the Lenders and shall not limit or otherwise affect the Guarantors' liability hereunder or the enforceability of this Guarantee, and (ii) the Lenders are the intended beneficiary of the waivers and agreements set forth in this Section 5 and its rights under this Section 5 shall survive payment in full of the Guaranteed Obligations.

This Guarantee will not be considered as wholly or partially satisfied by the payment or liquidation at any time or times of any sum or sums of money for the time being due or remaining unpaid to the Lenders, and all dividends, compositions, proceeds of security valued and payments received by the Lenders from the Borrower or from others or from estates shall be regarded for all purposes as payments in gross without any right on the part of the Guarantors to claim in reduction of the liability under this Guarantee the benefit of any such dividends, compositions, proceeds or payments or any securities held by the Lenders or proceeds thereof.
All monies, advances, renewals and credits in fact borrowed or obtained by the Borrower from the Lenders under the Note from time to time will be deemed to form part of the Guaranteed Obligations, notwithstanding any lack or limitation of status or of power, incapacity or disability of the Borrower or of the directors, partners or agents thereof, or that the Borrower may not be a legal or suitable entity, or any irregularity, defect or informality in the borrowing or obtaining of such monies, advances, renewals or credits, the whole whether known to the Lenders or not.
This Guarantee is in addition to and not in substitution for any other guarantee, by whomever given, at any time held by the Lenders, and any present or future obligation to the Lenders incurred or arising otherwise than under a guarantee of the Guarantors or of any other obligant, whether bound with or apart from the Borrower.
The Guarantors will be bound by any account settled between the Lenders and the Borrower, and if no such account has been so settled any account stated by the Lenders will be accepted by the Guarantors as conclusive evidence of the amount which at the date of the account so stated is due by the Borrower to the Lenders or remains unpaid by the Borrower to the Lenders.

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The Guarantors will not at any time claim to be subrogated in any manner to the rights and position of the Lenders and will not claim the benefit of any security at any time held by the Lenders until the Lenders have received payment in full of all monies, interest and other amounts due to the Lenders under or relating to the Guaranteed Obligations.
The Lenders will not be bound to exhaust its recourse against the Borrower or other parties before requiring payment of the Guarantors, and the Lenders may enforce the various remedies available to it and may realize upon the various securities or any part of such securities in such order as the Lenders may determine.
No suit based upon this Guarantee shall be instituted until demand for payment has been made, and demand for payment shall be deemed to have been effectively made upon the Guarantors at the address of each Guarantor, as provided by such Guarantor to the Lenders, and demand for payment will be deemed to have been effectively made at the time of transmission or delivery.
Subject to the terms of this Guarantee, this Guarantee shall not be discharged, limited or otherwise affected by anything done, suffered or permitted by the Lenders in connection with the Borrower, the Guaranteed Obligations, the Note or otherwise. Without limiting the generality of the foregoing, the obligations and liabilities of the Guarantors hereunder shall not be released, disclosed, limited or otherwise affected by:

(a) any change in the name of the Borrower or in the reorganization, merger or amalgamation of the Borrower;

(b) the acquisition of the Borrower's business by a person or corporation or the merger or amalgamation by the Borrower with any other person or corporation;

(c) any change in the ownership, control, name, objects, businesses, assets, financial condition, capital structure or constitution of the Borrower or any other person;

(d) any limitation of status or power, disability, incapacity or other circumstance relating to the Borrower or any other person, including any insolvency, bankruptcy, liquidation, reorganization, readjustment, composition, dissolution, winding-up or other proceeding involving or affecting the Borrower or any other person;

(e) any irregularity, defect, unenforceability or invalidity in respect of any indebtedness or other obligation of the Borrower or any other person under the Note or any other document or instrument;

(f) any failure of the Borrower or any other person, whether or not without fault on its part, to perform or comply with any of the provisions of the Note or to give notice thereof to the Guarantors;

(g) any change in the laws, rules, regulations or ordinances of any jurisdiction or by any present or future action of any governmental authority or court amending, varying, reducing or otherwise affecting, or purporting to amend, vary, reduce or otherwise affect, any of the Guaranteed Obligations or the obligations of the Guarantors under this Guarantee;

(h) the existence of any claim, set-off or other rights which the Guarantors may have at any time against the Borrower, the Lenders or any other person, or which the Borrower or any other person may have at any time against the Lenders, whether in connection with the Note or otherwise;

(i) the release by the Lenders of anyone that may be liable in any manner for the payment or performance of any of the Guaranteed Obligations to the Lenders;

(j) any defect in, omission from, failure to file or register or defective filing or registration of any instrument under which the Lenders has taken any security or collateral for payment of the Guaranteed Obligations or performance or observance of any obligation of the Borrower, the Guarantors (whether under this Guarantee or otherwise) or of any other person who is or may become liable in respect of the Guaranteed Obligations; or

(k) any other circumstance which might otherwise constitute a legal or equitable defence available to, or a complete or partial discharge of, the Borrower in respect of the Guaranteed Obligations, or both, or of the Guarantors in respect of this Guarantee,

but shall, notwithstanding the happening of any such event before or after the execution of this Guarantee, continue to apply to the Guaranteed Obligations.

This Guarantee will be operative and binding upon the Guarantors, and possession of this instrument by the Lenders or its respective assigns will be conclusive evidence against the Guarantors that this Guarantee was not delivered in escrow or pursuant to any agreement that it should not be effective until any conditions precedent or subsequent had been complied with.

The Guarantors shall be automatically released from their obligations under this Guarantee when all Guaranteed Obligations have been repaid and satisfied in full. For greater certainty, the Guarantors may not in any manner terminate this Guarantee or the Guaranteed Obligations other than by the due and punctual payment in full of the Guaranteed Obligations.

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The Guarantors hereby waives notice of their acceptance of this Guarantee, notice of transactions or obligations contracted or incurred by the Borrower under this Guarantee, notice of default of the Borrower and demand for payment upon the Borrower and the Guarantors.
This Guarantee covers all agreements between the parties hereto concerning this Guarantee, and none of the parties shall be bound by any representation or promise made by any person relative thereto which is not expressly embodied in this Guarantee or the Share Purchase Agreement.
This Guarantee is governed by the laws of the Province of Ontario, and the Guarantors attorns to the non-exclusive jurisdiction of the Courts of Ontario in respect of all disputes which may arise under this Guarantee.
So long as any part of the Note, the Guaranteed Obligations or any related amounts due, owing to the Lenders remain unpaid or outstanding, the Guarantors assumes all responsibility for being and keeping itself informed of the financial condition of the Borrower and of all circumstances bearing upon the nature, scope and extent of the risk which the Guarantors assumes and incur under this Guarantee.
The Guarantors represents and warrants to the Lenders that:

(a) when executed and delivered, this Guarantee will constitute a legal, valid and binding obligations of the Guarantors, enforceable in accordance with the terms of this Guarantee;

(b) the execution of this Guarantee will not contravene any provision of law, regulation, order or permit applicable to the Guarantors, or result in a breach of or constitute a default under or require any consent under any agreement or instrument to which the Guarantors is a party or by which the Guarantors are bound; and

(c) the Guarantors are not in default under any agreement or instrument to which they are a party which in any way materially and adversely affects their activities and there are no suits or judicial proceedings or proceedings before any governmental commission, board or other agency pending or to the knowledge of the Guarantors threatened against the Guarantors.

The Lenders may, at their sole election, assign its respective rights under this Guarantee without notice to the Guarantors.
This Guarantee enures to the benefit of the Lenders and their respective successors and assigns and is binding on the Guarantors and their respective successors and permitted assigns.

7 -
[Signature page immediately follows]

DATED as of the date first written above.

DMSI HOLDINGS LTD.

Per:
Name:
Title:

DEL MANAGEMENT SOLUTIONS INC.

Per:
Name:
Title:

DMS PROPERTY MANAGEMENT LTD.

Per:
Name:
Title:

DELCOM MANAGEMENT SERVICES INC.

Per:
Name:
Title:

EXHIBIT D
FORM OF THE GENERAL SECURITY AGREEMENT

GENERAL SECURITY AGREEMENT

This GENERAL SECURITY AGREEMENT, dated as of _____, 2024 (as amended, and restated, renewed, extended, supplemented, replaced or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), is made by DMSI Holdings Ltd. (“DMSI”), Del Management Solutions Inc. (“Del Management”), DMS Property Management Ltd. (“DMS Property”) and DELCOM Management Services Inc. (“Delcom”) (collectively, DMSI, Del Management, DMS Property and Delcom, the “Guarantors”), in favour of Julie Leblanc, Paul Smith, and Paul Smith, as Trustee of The Paul Smith Family Trust 2016, Robert Arnold Watt, as Trustee of The Robert Watt Family Trust 2016 and DMSI Investment Corporation (collectively, the “Secured Parties”).

WHEREAS, the Secured Parties and Tribe Management Inc. (the “Debtor”) have entered into a Share Purchase Agreement dated as of the date hereof (as amended, or otherwise modified from time to time, the “Share Purchase Agreement”);

AND WHEREAS pursuant to the Share Purchase Agreement, a portion of the Purchase Price (as defined in the Share Purchase Agreement) is payable to the Secured Parties by the Debtor on terms set out in a promissory note dated as the date hereof (the “Note”);

AND WHEREAS the Guarantors have guaranteed the obligations of the Debtor under the Note to the Secured Parties by executing a guarantee dated as of the date hereof (the “Guarantee”);

AND WHEREAS, this Agreement is given by the Guarantors in favour of the Secured Parties to secure the payment and performance of all of the Secured Obligations (defined below); and

WHEREAS, it is a condition to the obligations of the Secured Parties under the Share Purchase Agreement that the Guarantors execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the Secured Parties accepting the Note as partial payment of the Purchase Price in the Share Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantors agree as follows.

ARTICLE I
DEFINITIONS

1.1 Definitions.

Capitalized terms that are used but not defined in this Agreement shall have the respective meanings assigned to such terms in the Note or the Share Purchase Agreement, as the case may be. Unless otherwise defined herein, in the Note or Share Purchase Agreement, terms used herein that are defined in the PPSA shall have the meanings assigned to them in the PPSA.

For purposes of this Agreement, the following terms shall have the following meanings:

“Business Day” means any day, except Saturday and Sunday, on which banks are generally open for non-automated business in the Toronto, Ontario and Vancouver, British Columbia.

“Collateral” is defined in Article II.

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"Event of Default" means: (i) any non-payment when due of any amount owing by the Debtor to the Secured Parties pursuant to the Note or other event of default as defined in the Note; (ii) any breach by the Guarantors of any covenant contained in this Agreement or the Guarantee and such default continues for three (3) Business Days; (iii) if any representation or warranty made by the Guarantors in this Agreement or in the Guarantee proves to have been incorrect or misleading in any material respect on and as of the date that it was made or was deemed to have been made; or (iv) if the Guarantors cease or threaten to cease to carry on business generally or becomes insolvent, make any assignment in bankruptcy or make any other assignment for the benefit of creditors, make any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, seek relief under the Companies' Creditors Arrangement Act (Canada), the Winding-up and Restructuring Act (Canada) or any other bankruptcy, insolvency or analogous law, are adjudged bankrupt, file a petition or proposal to take advantage of any act of insolvency, consent to or acquiesce in the appointment of a trustee, receiver, receiver and manager or other Person with similar powers.

"Excluded Asset" is defined in Section 2.3(a).

"Intellectual Property" means any intellectual or intangible property and proprietary rights (whether owned or licensed) including, without limitation, trademarks, trademark applications and registrations, service marks, trade styles, trade names, patents, patent applications and registrations, copyrights, copyright registrations and applications, works of authorship, industrial designs, industrial design applications and registrations, integrated circuit topographies, know-how and processes, trade secrets, inventions, formulas, processes, mask works, other business or technical confidential or proprietary information, software and computer hardware programs and systems, source codes, object codes, databases and documentation related to the foregoing, all domain names, internet addresses, internet sites and social media, including all related accounts, names and content and other proprietary information, and all rights to sue at law or in equity for any past, present, or future infringement, violation, misuse, misappropriation or other impairment thereof, whether arising under the laws of Canada, the laws of any Canadian province or territory or foreign laws or otherwise, including the right to receive injunctive relief and all proceeds and damages therefrom.

"Person" means any corporation, company, partnership, association, unincorporated association, entity, trust, joint venture, individual, estate, sole proprietorship, institution or any governmental entity.

"PPSA" means the Personal Property Security Act as in effect from time to time in the Province of Ontario.

"Proceeds" means "proceeds" as such term is defined in section 1(1) of the PPSA and, in any event, shall include, without limitation, all dividends or other income from the Collateral, collections thereon or distributions with respect thereto.

"Receiver" is defined in Section 9.3(h).

"Secured Obligations" is defined in Section 3.1.

"Subordination and Postponement Agreement" means the subordination and postponement agreement entered into on __, 2024 executed by each of the Secured Parties and The Bank of Nova Scotia.

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1.2 Interpretation. Unless otherwise specified herein, all references to Sections and Schedules herein are to Sections and Schedules of this Agreement.

ARTICLE II

GRANT OF SECURITY INTEREST

2.1 Grant of Security Interest. Subject to the terms of the Subordination and Postponement Agreement, as security for the payment and performance of the Secured Obligations, the Guarantors hereby grant, assign, transfer, set over, mortgage, charge, and pledge to the Secured Parties, and hereby create a general and continuing security interest in favour of the Secured Parties in and to all of the Guarantors' right, title and interest in and to the following, wherever located, whether now existing or hereafter from time to time arising or acquired (collectively, the "Collateral"):

(a) all present and after-acquired property, assets and undertaking of the Guarantors of every kind and nature whatsoever, including all accounts, goods (including inventory, equipment and motor vehicles), intangibles, chattel paper, documents of title, instruments, securities and all other investment property, money, and any other contract rights or rights to the payment of money;

(b) all Proceeds and products of each of the foregoing, including any and all Proceeds of any insurance, indemnity, compensation for loss or damage, warranty or guarantee payable to the Guarantors from time to time with respect to any of the foregoing;

(d) all supporting obligations relating to the foregoing; and

(e) all additions, accessions to, substitutions and replacements for, and rents, profits and products of, each of the foregoing.

For greater certainty, (i) a security interest is taken in all of the Guarantors' present and after acquired personal property; and (ii) the Collateral does not include any consumer goods.

2.2 Attachment of Security Interest. The Guarantors acknowledge that value has been given, that the Guarantors have rights in the Collateral and that the parties have not agreed to postpone the time for attachment of any security interest in this Agreement. The Guarantors acknowledge that any security interest in this Agreement shall attach to existing Collateral upon the execution of this Agreement and to each item of after-acquired Collateral at the time that the Guarantors acquire rights in such after-acquired Collateral.

2.3 Limitation on Grant of Security Interest.

(a) Any security interest created in favour of the Secured Parties pursuant to the terms of this Agreement is subject to the terms of the Subordination and Postponement Agreement.

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(b) To the extent the grant of the security interest in respect of any contract, permit, lease, license, instrument, document or other agreement entered into by the Guarantors would result in the breach or termination of or cause a default under such contract, permit, lease, licence, instrument, or other agreement (each an "Excluded Asset"), each such Excluded Asset shall not be subject to the security interest created hereby while such restriction applies but shall be held in trust by the Guarantors in favour of the Secured Parties, but only for so long as such prohibition or requirement for consent is not terminated, rendered unenforceable or otherwise deemed ineffective by the PPSA or any other applicable law; provided however that Excluded Assets shall not include any Proceeds, products, substitutions or replacements of any Excluded Asset (unless such Proceeds, products, substitutions, or replacements would themselves otherwise constitute Excluded Assets) and provided further that if any Excluded Asset would have otherwise constituted Collateral, when such asset shall cease to be an Excluded Asset, such asset shall be deemed at all times from and after the date hereof to constitute Collateral subject to the security interest created hereby.

(c) The security interest with respect to trademarks constitutes a security interest in, and a charge, hypothecation and pledge of, such Collateral in favour of the Secured Parties, but does not constitute an assignment of such Collateral to the Secured Parties.

(d) Any personal property held in trust by the Guarantors and lawfully belonging to others.

ARTICLE III

SECURED OBLIGATIONS

3.1 Secured Obligations. The Collateral secures the payment and performance of all present and future obligations of the Guarantors to the Secured Parties from time to time including all fees, costs, legal fees and disbursements, reimbursement obligations, contract causes of action, expenses and indemnities related to all present and future obligations of: (i) the Guarantors arising under the Guarantee and this Agreement, and (ii) the Debtor arising under the Note (all such obligations, covenants, duties, debts, liabilities, sums, fees and expenses being herein collectively called the "Secured Obligations").

ARTICLE IV

PERFECTION OF SECURITY INTEREST AND FURTHER ASSURANCES

4.1 Perfection. The Guarantors shall, from time to time, and at its expense, take all actions as may be reasonably requested by the Secured Parties to perfect the security interest of the Secured Parties in the Collateral.

4.2 Copy of Verification Statement. To the extent permitted by law, the Guarantors hereby waive its right to receive a copy of any financing statement, financing change statement

or verification statement filed or received by or on behalf of the Secured Parties in connection with the Secured Parties' interest in the Collateral.

4.3 Further Assurances. The Guarantors agree that, at any time and from time to time, the Guarantors will promptly execute and deliver all further instruments and documents, obtain such agreements from third parties, and take all further action, that may be necessary or desirable, or that the Secured Parties may reasonably request to create and maintain the validity, perfection or priority of and protect any security interest granted or purported to be granted hereby or to enable the Secured Parties to exercise and enforce its rights and remedies hereunder with respect to any Collateral.

ARTICLE V

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties. Each Guarantor represents and warrants as follows:

(a) Location of Collateral and Places of Business. The Guarantor's place or places of business and the location or locations of the Collateral, including all books and records in respect of accounts, are set out in Schedule "A" hereto.

(b) Existence and Capacity. The Guarantor has been duly incorporated and validly exists under the laws of its jurisdiction of incorporation and has full power, capacity, authority and legal right to borrow, grant a security interest in the Collateral, execute and deliver this Agreement and perform its obligations under this Agreement and the full and correct name of the Guarantor is set forth on the first page of this Agreement.

(c) Binding Obligation. Each of this Agreement, the Share Purchase Agreement and the Guarantee has been duly authorized, executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, arrangement, or other similar laws affecting creditors' rights generally and subject to equitable principles (regardless of whether enforcement is sought in equity or at law).

(d) No Governmental or Regulatory Approvals. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the guarantee pursuant to the Guarantee and the pledge by the Guarantor of the Collateral under this Agreement or for the execution and delivery of the Guarantee by the Guarantor or the performance by the Guarantor of its obligations thereunder.

(e) No Violation of Laws, Constating Documents, Agreements. The execution and delivery of the Guarantee by the Guarantor and the performance by the Guarantor of its obligations thereunder, will not violate any provision of any applicable laws or any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, applicable to the Guarantor or any of its property, or

the constating or governing documents of the Guarantor or any agreement or instrument to which the Guarantor is party or by which it or its property is bound.

ARTICLE VI

COVENANTS

6.1 Covenants. The Guarantors covenant as follows:

(a) Consent re: Change of Legal Name and Place of Business. The Guarantors will not, without providing at least twenty (20) days' prior written notice to the Secured Parties, change its legal name, jurisdiction of incorporation or formation, corporate structure, or the province or territory in which its registered office, chief executive office or its principal place of business is located. The Guarantors will, prior to any change described in the preceding sentence, take all actions requested by the Secured Parties to maintain the perfection and priority of the Secured Parties' security interest in the Collateral.

(b) Consent re: Relocation of Collateral. The Guarantors will not, without providing at least twenty (20) days' prior written notice to the Secured Parties, relocate any of the Collateral to another jurisdiction. The Guarantors will, prior to any relocation of the Collateral described in the preceding sentence, take all actions requested by the Secured Parties to maintain the perfection and priority of the Secured Parties' security interest in the Collateral.

(c) Performance of Obligations. The Guarantors will pay promptly when due all taxes, assessments, governmental charges, and levies upon the Collateral or incurred in connection with the use or operation of the Collateral or incurred in connection with this Agreement. The Guarantors shall perform all of its obligations under material agreements, credit facilities, leases, licences, arrangements to obtain and preserve its rights, powers, licenses, privileges and goodwill thereunder and comply with all applicable laws, by-laws, rules and regulations so as to preserve and protect the Collateral and the Guarantors' businesses.

(d) Notification. The Guarantors shall notify the Secured Parties within five (5) Business Days of:

(i) the details of any material litigation in connection with the Guarantors, the Collateral, or the Guarantors' businesses,

(ii) the Guarantor becoming insolvent, bankrupt or making any decision related to, assignment in bankruptcy or any proposal under the Bankruptcy and Insolvency Act (Canada) or any comparable law, or seeking any relief under the Companies' Creditors Arrangement Act (Canada), or the Winding-up and Restructuring Act (Canada)

(iii) the Guarantor consenting to or acquiescing in the appointment of a trustee, receiver, receiver and manager or other Person with similar powers; and

(iv) any material loss or damage to the Collateral or the value of the Collateral.

(e) Insurance. The Guarantors shall insure the Collateral against loss or damage by fire and such other risks and hazards, in such amounts and upon such other terms as is necessary in the discretion of the Guarantors, acting reasonably.

(f) Intellectual Property. The Guarantors will make and maintain all filings, registrations and recordals necessary to maintain its rights in the patents, trademarks, copyrights and industrial designs included in the Intellectual Property.

ARTICLE VII

SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND COVENANTS

7.1 Survival of Representations and Warranties and Covenants. All representations, warranties and covenants made by the Guarantors shall survive the execution and delivery of this Agreement and remain in full force and effect until the payment in full of the Secured Obligations.

ARTICLE VIII

SECURED PARTIES MAY PERFORM

8.1 Secured Parties May Perform. If the Guarantors fail to perform any obligation contained in this Agreement, the Secured Parties may itself perform, or cause performance of, such obligation, and the costs and expenses of the Secured Parties incurred in connection therewith shall be payable by the Guarantors; provided that the Secured Parties shall not be required to perform or discharge any obligation of the Guarantors and the performance by the Secured Parties shall not waive the rights of the Secured Parties to enforce this Agreement.

ARTICLE IX

REMEDIES UPON DEFAULT

9.1 Right to Accelerate Payment. Upon the occurrence of an Event of Default that is continuing, the Secured Parties may, by notice, declare any or all of the Secured Obligations to be immediately due and payable, whereupon, all of the Secured Obligations shall become and be immediately due and payable without presentment, demand, protest or further notice, all of which are hereby expressly waived by the Guarantors.

9.2 Enforcement of Security Interest. Upon the occurrence of an Event of Default that is continuing, the Secured Parties may thereafter proceed to realize upon the Collateral and enforce its rights and remedies under this Agreement and the Note (including, the collection of interest due and payable pursuant to the terms of the Note).

9.3 Remedies upon Default. Upon the occurrence of an Event of Default that is continuing, and where such Event of Default has not been cured within fifteen (15) Business Days of such notice from the Secured Parties to the Guarantors, the Secured Parties may exercise, without any further notice to or demand upon the Guarantors, in addition to the other rights and remedies provided herein or otherwise available to it, the following rights

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and remedies (which rights and remedies may be exercised independently or in combination):

(a) the Secured Parties may assert all rights and remedies of a Secured Party under the PPSA or other applicable law;

(b) the Secured Parties may take such steps as it considers desirable to maintain, preserve or protect the Collateral or its value;

(c) the Secured Parties may take possession of the Collateral by carrying on all or any part of the business of the Guarantors, and may to the exclusion of all others, including the Guarantors, enter upon, occupy and use any of the premises; buildings, plants and undertakings owned, occupied or used by the Guarantors and may use any of the tools, machinery, equipment and intangibles (including Intellectual Property) of the Guarantors for such time as the Secured Parties sees fit, free of charge and without liability, in order to carry on the business of the Guarantors or to manufacture or complete the manufacture of inventory and to pack and ship finished products; and the Secured Parties will not be liable to any Guarantors for any neglect in so doing (other than gross negligence or wilful misconduct on their part thereof as determined by a final non-appealable judgment of a court of competent jurisdiction) or in respect of any rent, charges, depreciation or damages in connection with such actions;

(d) the Secured Parties may enter upon and occupy any land and premises owned, leased or occupied by the Guarantors where the Collateral or any part thereof is assembled or located in order to effectuate its rights and remedies hereunder or under law, without obligation whatsoever to the Guarantors;

(e) the Secured Parties may borrow money required for the maintenance, preservation or protection of the Collateral or any part thereof, or to carry on the business, and may further charge the Collateral in priority to the security constituted by this Security Agreement;

(f) the Secured Parties may exercise and enforce all rights and remedies of the Guarantors with respect to the Collateral, including collecting or compromising all or any of the Guarantors' accounts;

(g) the Secured Parties may sell, lease, license, or otherwise dispose of all or any part of the Collateral by private sale or public sale or otherwise, and upon such other terms and conditions (including as to credit, upset or reserve bid or price) as the Secured Parties may deem commercially reasonable;

(h) the Secured Parties may appoint, by instrument in writing, any person or persons (whether an officer or employee of the Secured Parties or not) to be a receiver, manager, interim receiver, or receiver and manager (collectively, "Receiver"), of the Collateral or any part of the Collateral and remove or replace any Person so appointed. Any Receiver so appointed shall have, in addition to any other powers

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afforded by the law, the same powers and authorities afforded to the Secured Parties under this Article IX;

(i) the Secured Parties may apply to a court of competent jurisdiction for the appointment of a Receiver of the Collateral or any part of the Collateral. Any Receiver so appointed shall have, in addition to any other powers afforded by the law, the same powers and authorities afforded to the Secured Parties under this Article IX; and

(j) the Secured Parties may retain the Collateral in satisfaction of the Secured Obligations.

The Secured Parties shall not be liable or responsible for any failure to seize, collect, realize, or obtain payment with respect to the Collateral and shall not be bound to institute proceedings or to take other steps for the purpose of seizing, collecting, realizing or obtaining possession or payment with respect to the Collateral or for the purpose of preserving any rights of the Secured Parties, the Guarantors or any other person, in respect of the Collateral.

9.4 Receiver Agent of Debtor. In exercising any powers, any such Receiver so appointed shall act as agent of the Guarantors and not the Secured Parties and the Secured Parties shall not in any way be responsible for any of the actions of the Receiver, its employees, agents and contractors. The Secured Parties may from time to time remove and appoint replacements for, any Receiver, and appoint another or others in their stead from time to time.

9.5 Distribution of Proceeds. Any cash held by the Secured Parties as Collateral and all cash Proceeds received by the Secured Parties in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall be applied in whole or in part by the Secured Parties to the payment of expenses incurred by the Secured Parties in connection with the foregoing or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Parties hereunder, including reasonable legal and Receivers' fees, and the balance of such proceeds shall be applied or set-off against all or any part of the Secured Obligations in such order as the Secured Parties shall elect, in its sole discretion. Any surplus of such cash or cash Proceeds held by the Secured Parties and remaining after payment in full of all the Secured Obligations shall be paid over to the Guarantors or to whomsoever may be lawfully entitled to receive such surplus. The Guarantors shall remain liable for any deficiency if such cash and the cash Proceeds of any sale or other realization of the Collateral are insufficient to pay the Secured Obligations and the fees and other charges of any solicitor employed by the Secured Parties to collect such deficiency.

9.6 Debtor Pays Expenses. The Guarantors agree to pay all reasonable expenses incurred by the Secured Parties or any Receiver in the preparation, perfection and enforcement of

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this Agreement, whether directly incurred or for services rendered, including legal and auditor's fees and expenses and remuneration of any Receiver.

ARTICLE X

MISCELLANEOUS

10.1 No Waiver and Cumulative Remedies. The Secured Parties shall not by any act, delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Event of Default. All rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

10.2 Amendments. None of the terms or provisions of this Agreement may be amended, modified, supplemented, terminated or waived, and no consent to any departure by the Guarantors therefrom shall be effective unless the same shall be in writing and signed by the Secured Parties and the Guarantors, and then such amendment, modification, supplement, waiver or consent shall be effective only in the specific instance and for the specific purpose for which made or given.

10.3 Notices. All notices, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth in the Share Purchase Agreement and shall be given in the manner and become effective as set forth in the Share Purchase Agreement.

10.4 Continuing Security Interest; Further Actions. This Agreement shall create a general and continuing security interest in the Collateral and shall (a) subject to Section 10.5, remain in full force and effect until payment and performance in full of the Secured Obligations, (b) be binding upon the Guarantors, its successors and permitted assigns, and (c) enure to the benefit of the Secured Parties and its successors and assigns; provided that neither party shall assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other party.

10.5 Termination; Release. On the date on which all Secured Obligations have been paid and performed in full, the Secured Parties will, at the request and sole expense of the Guarantors (a) duly assign, transfer and deliver to or at the direction of the Guarantors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Secured Parties, together with any monies at the time held by the Secured Parties hereunder, and (b) execute and deliver to the Guarantors a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement.

10.6 Acknowledgement. The Guarantors acknowledge receipt of a fully executed copy of this Agreement.

10.7 Amalgamation. The Guarantors acknowledge that, if it amalgamates with another person, the term Guarantors, when used in this Agreement, shall apply to each of the amalgamating corporations and to the amalgamated corporation, such that the security interests created hereby shall extend to the Collateral in which any amalgamating

corporation has any rights at the time of the amalgamation and to any collateral in which the amalgamated corporation thereafter has any rights to secure the Secured Obligations of each of the amalgamating corporations and the amalgamated corporation to the Secured Parties at the time of the amalgamation and any Secured Obligations of the amalgamated corporation to the Secured Parties thereafter arising.

10.8 Governing Law. This Agreement and all matters arising out of or relating to this Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable in that Province and the parties irrevocably attorn to the exclusive jurisdiction of the courts of Ontario.

10.9 Counterparts and Electronic Transmission. This Agreement and any amendments, waivers, consents, notice or other forms of communication, may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute one and the same agreement. A handwritten or electronically signed counterpart of this Agreement delivered by facsimile, email ("PDF" or "tif" format) or other electronic or digital transmission (including by transmission over an electronic platform acceptable to the Secured Parties such as DocuSign or the equivalent thereof) is deemed to have the same legal effect as delivery of a manually executed original counterpart of this Agreement. Electronic signature means a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with an electronic document that is sent or stored by means of any electronic or digital transmission. The words "execution", "signed", "signature", and words of similar import in any agreement, instruction, document, information or other form of communication, shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based record keeping system, as the case may be, to the extent and as provided for under applicable law, including Parts 2 and 3 of the Personal Information Protection and Electronic Documents Act (Canada) and other similar federal or provincial laws.

[Signature pages to immediately follow]

IN WITNESS WHEREOF, the Guarantors have executed this Agreement as of the date first written above.

DMSI HOLDINGS LTD.

Per:
Name:
Title:

DEL MANAGEMENT SOLUTIONS INC.

Per:
Name:
Title:

DMS PROPERTY MANAGEMENT LTD.

Per:
Name:
Title:

DELCOM MANAGEMENT SERVICES INC.

Per:
Name:
Title:

[Signature page to General Security Agreement]

Paul Smith

[Signature page to General Security Agreement]

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Julie Leblanc
[Signature page to General Security Agreement]

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THE PAUL SMITH FAMILY TRUST 2016

Per:
Name:
Title:

[Signature page to General Security Agreement]

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THE ROBERT WATT FAMILY TRUST 2016

Per:
Name:
Title:

[Signature page to General Security Agreement]

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DMSI INVESTMENT CORPORATION

Per:
Name:
Title:

[Signature page to General Security Agreement]

SCHEDULE "A"

LOCATION OF COLLATERAL

[redacted; commercially sensitive] &

[redacted; commercially sensitive]

76457742.4

EXHIBIT E
FORM OF THE MUTUAL RELEASE

MUTUAL RELEASE AGREEMENT

This MUTUAL RELEASE dated ____, 2024 is entered into between:

A. Julie Leblanc, Paul Smith, Paul Smith, as Trustee of The Paul Smith Family Trust 2016, Robert Arnold Watt, as Trustee of the 2016 Robert Watt Family Trust 2016, and DMSI Investment Corporation (collectively the "Vendors"); and

B. DMSI Holdings Ltd. ("DMSI") and its wholly-owned subsidiaries, Del Management Solutions Inc. ("Del Management"), DMS Property Management Ltd. ("DMS Property") and DELCOM Management Services Inc. ("Delcom" and collectively with Del Management and DMS Property, the "Subsidiaries").

Reference is made to a share purchase agreement (the "Share Purchase Agreement") dated the date hereof between Tribe Management Inc. (the "Purchaser") and the Vendors pursuant to which the Purchaser has agreed to purchase (i) from the Vendors, directly or indirectly, all of the issued and outstanding shares in the capital of DMSI and the Subsidiaries, and (ii) from the Vendors (other than DMSI Investment Corporation), all of the issued and outstanding shares in the capital of Whitesmith Holdings Ltd. ("PaulCo") and of Robert A. Watt Holdings Ltd. ("RobertCo" and collectively with PaulCo, the "Corporations"). Capitalized terms used but not defined in this Release have the meanings given to them in the Share Purchase Agreement.

For good and valuable consideration, the receipt and adequacy of which are hereby irrevocably acknowledged by each party, the Purchaser and each Vendor agree as follows:

Release by DMSI, Corporations & Subsidiaries.

1.1 Each of DMSI, the Subsidiaries and the Corporations on its own behalf and on behalf of each of its heirs, representatives, executors, successors and assigns (herein referred to collectively as the "DMSI Releasor", which term includes any one or more of them) hereby releases and forever discharges (i) the Vendors and their associates and affiliates (as defined in the Business Corporations Act (Ontario) (the "Act")) and their respective successors, assigns and predecessors and (ii) their respective present and former officers, directors, shareholders, agents, trustees and employees and their respective predecessors, successors, personal representatives and assigns (collectively, the "Vendor Releasees") of and from all actions, causes of action, suits, debts, duties, demands, accounts, bonds, covenants, contracts, proceedings and claims for injuries, losses, damages, interest, costs, indemnity, fines, penalties, legal and professional fees and assessments or amounts of any kind whatsoever (including any loss or damage not yet ascertained) that the DMSI Releasor ever had, now has or can, shall or may hereafter have against the Vendor Releasees for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the date hereof (collectively, the "DMSI Claims"); provided however that nothing contained in this Release shall operate to release any of the Vendor Releasees from: (a) any DMSI Claims arising as result of, based upon or in connection with, any wilful misconduct, negligence, breach of fiduciary duty, bad faith, criminal conduct or fraudulent action of or by any of the Vendor Releasees; or (b) any of the obligation of the Vendor Releasees under the Share Purchase Agreement or any agreement or document delivered pursuant to the Share Purchase Agreement, or any restrictive covenants granted by the Vendor Releasees in favour of the DMSI Releasors

76457865.2

or any of its affiliates, including, without limitation, any obligations of confidentiality, or any non-competition or non-solicitation covenants.

1.2 The DMSI Releasor further covenants and agrees not to (a) directly or indirectly, join, assist, aid or act in concert in any manner whatsoever with any other person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Vendor Releasees or any of them with respect to the matters released or discharged pursuant to this Release or with respect to which the DMSI Releasor agrees not to make any claim or take any proceedings; and (b) make or continue any claim or complaint or initiate or continue any proceeding against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief over against the Vendor Releasees or any of them arising out of or in relation to the matters released or discharged pursuant to this Release.

1.3 The DMSI Releasor hereby represents, warrants and covenants that it has not assigned and will not assign to any other person any of the DMSI Claims that the DMSI Releasor is releasing herein. The DMSI Releasor confirms that no consideration given to it by any Vendor Releasee is an admission of liability or responsibility by any Vendor Releasee and any such liability or responsibility is expressly denied.

1.4 The DMSI Releasor acknowledges that they have been given sufficient time to consider their actions and to seek such legal or other advice as they deem appropriate and that they understand the terms of this Release. The DMSI Releasor further acknowledges that, other than the consideration promised, no representation of fact or opinion, threat or inducement has been made or given by the Vendor Releasees to induce them to sign this Release and that there is no condition, express or implied or collateral agreement with respect to this Release.

2. Release by the Vendors

2.1 Each of the Vendors, on its own behalf and on behalf of its heirs, representatives, executors, successors and assigns (herein referred to collectively as the "Vendor Releasors", which term includes any one or more of them) hereby releases and forever discharges (i) each of DMSI, the Subsidiaries, the Corporations and their associates and affiliates (as defined in the Act) and (ii) their respective successors and predecessors (and their respective present and former officers, directors, shareholders, agents and employees and their respective predecessors, successors, personal representatives and assigns, as applicable) (collectively, the "Corporation Releasees") of and from all actions, causes of action, suits, debts, duties, demands, accounts, bonds, covenants, contracts, proceedings and claims for injuries, losses, damages, interest, costs, indemnity, fines, penalties, legal and professional fees and assessments or amounts of any kind whatsoever (including any loss or damage not yet ascertained) that the Vendor Releasors ever had, now has or can, shall or may hereafter have against the Corporation Releasees for or by reason of or in any way arising out of any cause, matter or thing whatsoever existing up to the date hereof (other than unpaid salary, remuneration, commission, vacation pay, overtime pay or bonuses accrued up to the date hereof, if any) (collectively, the "Corporation Claims"); provided however that nothing contained in this Release shall operate to release any of the Corporation Releasees from: (a) any Corporation Claims arising as result of, based upon or in connection with, any wilful misconduct, negligence, breach of fiduciary duty, bad faith, criminal conduct or fraudulent action of or by any of the Corporation Releasees; or (b) any of the obligations of the Corporation Releasees under

76457865.2

the Share Purchase Agreement or any agreement or document delivered pursuant to the Share Purchase Agreement. For the avoidance of doubt and without limiting the foregoing, nothing herein shall constitute a release of any claims by the Vendor Releasors which it may now have or hereinafter may have against the Corporation Releasees pursuant to any indemnification or guarantee obligations under the Share Purchase Agreement or elsewhere, or any restrictive covenants granted by the Corporation Releasees in favour of the Vendors or any of its affiliates, including, without limitation, any obligations of confidentiality, or any non-competition or non-solicitation covenants.

2.2 The Vendor Releasors further covenants and agrees not to (a) directly or indirectly, join, assist, aid or act in concert in any manner whatsoever with any other person in the making of any claim or demand or in the bringing of any proceeding or action in any manner whatsoever against the Corporation Releasees or any of them with respect to the matters released or discharged pursuant to this Release or with respect to which the Vendor Releasors agrees not to make any claim or take any proceedings; and (b) make or continue any claim or complaint or initiate or continue any proceeding against any person which might be entitled to claim, pursuant to the provisions of any applicable statute or otherwise, contribution, indemnity or other relief over against the Corporation Releasees or any of them arising out of or in relation to the matters released or discharged pursuant to this Release.

2.3 The Vendor Releasors hereby represents, warrants and covenants that it has not assigned and will not assign to any other person any of the Corporation Claims that the Vendor Releasors is releasing herein. The Vendor Releasors confirms that no consideration given to it by any Corporation Releasee is an admission of liability or responsibility by any Corporation Releasee and any such liability or responsibility is expressly denied.

2.4 The Vendor Releasors acknowledges that they have been given sufficient time to consider their actions and to seek such legal or other advice as they deem appropriate and that they understand the terms of this Release. The Vendor Releasors further acknowledge that, other than the consideration promised, no representation of fact or opinion, threat or inducement has been made or given by the Corporation Releasees to induce them to sign this Release and that there is no condition, express or implied or collateral agreement with respect to this Release.

General

3.1 This Release shall be binding upon, and shall ensure to the benefit of, each of the parties and each of their respective heirs, executors, administrators, other personal representatives, successors and assigns.

3.2 If any provision of this Release or any part of any provision of this Release is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (i) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent, (ii) the invalidity or unenforceability of such provision or part thereof under such circumstances and in such jurisdiction shall not affect the validity or enforceability of such provision or part thereof under any other circumstances or in any other jurisdiction, and (iii) such invalidity or unenforceability of such provision or part thereof shall not affect the validity or enforceability of the remainder of such provision or the validity or enforceability of any other provision of this Release. Each provision of this

76457865.2

Release is separable from every other provision of this Release, and each provision of this Release is separable from every other part of such provision.

3.3 This Release shall be governed by, enforced, construed and interpreted in accordance with the laws of the Province of Ontario.

1.1. This Release may be executed in counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute one and the same instrument. The parties agree that electronic signatures will have the same legal effect as original (i.e., ink) signatures and that an electronic, scanned, or duplicate copy of any signatures will be deemed an original and may be used as evidence of execution.

[Signature pages to immediately follows]

76457865.2

IN WITNESS WHEREOF this Release has been executed as of the date first written above.

Paul Smith

[Signature Page to Mutual Release]

76457865.2

Julie Leblanc

[Signature Page to Mutual Release]

76457865.2

[Signature Page to Mutual Release]
76457865.2

THE PAUL SMITH FAMILY TRUST 2016

Per:
Name:
Title:

[Signature Page to Mutual Release]
76457865.2

ROBERT WATT FAMILY TRUST 2016

Per:
Name:
Title:

DMSI INVESTMENT CORPORATION

Per:
Name:
Title:

[Signature Page to Mutual Release]

76457865.2

EXHIBIT F
SUBORDINATION AND POSTPONEMENT AGREEMENT

Execution Copy

POSTPONEMENT AND SUBORDINATION AGREEMENT

TO: The Bank of Nova Scotia, (the "Bank")

RE: Commitment letter among, inter alios, the Bank, as lender, Tribe Property Technologies Inc. (ON Corporation No. 2580940) (the "Borrower"), as borrower, and Tribe Property Solutions Inc., Tribe Management Inc. ("TMI") and R. D. C. Property Services Limited, as guarantors, dated September 8, 2023 (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Commitment Letter")

DATE: May __, 2024

WHEREAS pursuant to a joinder agreement executed by Whitesmith Holdings Ltd. ("Whitesmith"), Robert A. Watt Holdings Ltd. ("RobertCo"), DMSI Holdings Ltd. ("DMSI"), Del Management Solutions Inc. ("Del Management"), DMS Property Management Ltd. ("DMS Property"), and DELCOM Management Services Inc. ("DELCOM", and together with TMI, DMSI, Del Management, DMS Property, DMS Residence, collectively, the "Debtors" and each a "Debtor") dated ______, 2024, Whitesmith, RobertCo, DMSI, Del Management, DMS Property, DMS Residence, and DELCOM became parties to the Commitment Letter as Guarantors (as such term is defined in the Commitment Letter);

AND WHEREAS TMI is indebted and liable to Julie LeBlanc, Paul Smith, The Paul Smith Family Trust 2016, Robert Arnold Watt, The Robert Watt Family Trust 2016, and DMSI Investment Corporation (collectively, the "Subordinators" and each a "Subordinator") pursuant to that certain promissory note issued by TMI in favour of the Subordinators on ______, 2024 in the aggregate principal amount of THREE MILLION DOLLARS ($3,000,000) (the "VTB Promissory Note");

AND WHEREAS the indebtedness under the VTB Promissory Note is guaranteed by the Debtors;

AND WHEREAS the Subordinators have agreed to enter into this agreement in favour of the Bank;

NOW THEREFORE in consideration of two dollars in lawful money of Canada and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Subordinators, the Subordinators agree with the Bank as follows:

Subject to sections 4 and 5 hereof, any and all present and future indebtedness and liability owing by Debtors to the Subordinators (collectively, the "Subordinator Indebtedness") is hereby postponed and subordinated to all present and future indebtedness and liability owing by Debtors to the Bank pursuant to the Commitment Letter (collectively, the "Bank Indebtedness"). Subject to sections 4 and 5 hereof, until the Bank Indebtedness has been paid in full and any obligation of the Bank pursuant to the Commitment Letter to extend credit to the Borrower or any Debtor under the Commitment Letter has been irrevocably terminated, the Subordinators shall not, without the prior written consent of the Bank, claim, demand or receive from the Debtors or any other source, payment of any Subordinator Indebtedness.
Any and all security (including without limitation hypothecary interests) now or hereafter held by the Subordinators as security for all or any Subordinator Indebtedness (collectively, the "Subordinator Security") is hereby postponed and subordinated to all security (including without limitation hypothecary interests) now or hereafter held by the Bank as security for all or any Bank Indebtedness (collectively, the "Bank Security").
The Subordinators shall at all times and from time to time do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered every such further act, deed, transfer, assignment,

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Page 2.

assurance, proof of claim, direction, document or instrument as the Bank may reasonably require for the better accomplishing and effectuating of the purpose and intent of this agreement and each officer of the Bank is irrevocably appointed attorney to execute in the name and on behalf of the Subordinators any document or instrument for such purpose.

Until December 31, 2024, the Subordinators agree that all Subordinator Indebtedness owing or which may hereafter become owing by the Debtors to the Subordinators, shall not be paid, forgiven or otherwise satisfied without the prior written consent of the Bank. Any amounts received by the Subordinators or by any agent of the Subordinators on account of any Subordinator Indebtedness, shall be held in trust for the Bank and forthwith paid to the Bank. The Subordinators shall not be entitled to exercise any right of set-off or combination of accounts it now has or hereafter may have in respect of any Subordinator Indebtedness.
Commencing on January 1, 2025 and continuing thereafter, TMI may make and the Subordinators may receive regularly scheduled payments of interest and principal in respect of all Subordinator Indebtedness pursuant to the VTB Promissory Note, including any amounts that were due and payable under the VTB Promissory Note prior to January 1, 2025, but were not paid because the Bank did not consent to such payment pursuant to Section 4 above (collectively, the "Catch Up Payment"). Notwithstanding the foregoing, none of the foregoing payments shall be permitted if the Subordinators have received written notice from the Bank (any such notice shall be referred to herein as a "Senior Default Notice") stating that (i) a Default or Event of Default (as such terms are defined under the Commitment Letter) has occurred and is continuing and has not been cured or waived; or (b) the making of such payments could reasonably be expected to cause the occurrence and continuance of a Default or Event of Default under the Commitment Letter as determined by the Bank acting reasonably. Notwithstanding the foregoing, the Subordinators shall be entitled to resume receiving payments in respect of Subordinator Indebtedness, including the Catch-Up Payments upon the earlier of (a) written notice from the Bank that all Defaults or Events of Defaults specified in a Senior Default Notice have been cured or waived and could no longer be reasonably expected to occur as a result of such payments, or (b) 150 days after the later of (i) January 1, 2025; and (ii) the date upon which the Subordinators have received a Senior Default Notice from the Bank.
The Subordinators agree that all amounts owing or which may hereafter become owing by the Debtors to the Subordinators, other than amounts that the Subordinators are entitled to receive pursuant to sections 4 and 5 hereunder shall not be paid, forgiven or otherwise satisfied but shall either remain unpaid by the Debtors or be paid to the Bank pursuant to this agreement. Any amounts received by the Subordinators or by any agent of Subordinators on account of any Subordinator Indebtedness, other than the amounts the Subordinators are entitled to receive pursuant to sections 4 and 5, shall be held in trust for the Bank and forthwith paid to the Bank. The Subordinators shall not be entitled to exercise any right of set-off or combination of accounts it now has or hereafter may have in respect of any Subordinator Indebtedness.
The Subordinators hereby consent to the incurrence by the Debtors of the Bank Indebtedness and the delivery of the Bank Security and acknowledges the existence, validity and enforceability of the Bank Security. The postponements and subordinations contained in this agreement shall apply in all events and circumstances regardless of:

(a) the date or dates or time or times of creation, execution, delivery, attachment, registration or perfection of any or all of the security interests, charges or hypothecary interests created by any Bank Security or Subordinator Security;

(b) the date or dates of the loan or loans or advance or advances made to the Borrower or the Debtors by the Bank or the Subordinators;

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(c) the date or dates of any demand for, or acceleration of payment of any Bank Indebtedness or Subordinator Indebtedness;
(d) the date or dates of any default by the Debtors under either or both of the Bank Security or the Subordinator Security;
(e) any priority granted by any principle of law or by any statute;
(f) the date of commencement of any Enforcement Proceedings (as such term is defined below) under any Bank Security or Subordinator Security;
(g) the validity, invalidity, perfection, lack of perfection, enforceability or unenforceability of any Bank Security or Subordinator Security;
(h) the execution or delivery of, or any amendment to or termination of any existing or future agreement or other document evidencing, creating or related to any Bank Indebtedness, Subordinator Indebtedness, Bank Security or Subordinator Security;
(i) any act or omission of the Bank, the Subordinators, the Debtors, any agent of any of them, or any other person; or
(j) any other matter whatsoever.

The Subordinators agree that any and all proceeds resulting from the enforcement or realization of any Subordinator Security and any and all proceeds received or receivable by the Subordinators from or in respect of the Debtors or the assets of the Debtors including, without limitation, bankruptcy dividends, insurance proceeds, expropriation proceeds and proceeds derived from any compromise, reorganization, restructuring, arrangement, proposal or other adjustment of the debt of the Debtors, shall be paid to the Bank and dealt with in such a manner as to give effect to the provisions of this agreement. The Subordinators further agree that the priorities contained in this agreement shall extend to and include all principal, interest, fees, indemnity obligations, reimbursement obligations and costs (including costs of collection, legal fees and disbursements and fees and disbursements of any receiver, receiver and manager or agent) owing to the Subordinators.

The Subordinators acknowledge and agree that until the earlier of the following dates (the "Standstill Period"): (i) the date (as confirmed in writing by the Bank) on which all Bank Indebtedness has been paid in full and the Bank is no longer committed to extend any credit to or on behalf of Borrower or any Debtor pursuant to the Commitment Letter; and (ii) the expiration of 150 days following the later of (A) January 1, 2025; and (B) receipt by the Bank of written notice from the Subordinators that any Debtor has defaulted under the VTB Promissory Note or the Subordinator Security and that the indebtedness under the VTB Promissory Note has been accelerated as a result thereof, the Subordinators shall not take any of the following actions (collectively "Enforcement Proceedings"):

(a) exercise or seek to exercise any right or remedy with respect to Subordinator Indebtedness or Subordinator Security including any collection or enforcement right or remedy;
(b) institute any action or proceeding against the Debtors or any of their assets including without limitation any possession, sale or foreclosure action or proceeding; or
(c) contest, protest or object to any Enforcement Proceeding or other action commenced by the Bank, any other exercise by the Bank of any right or remedy under any Bank Security or at law, or any application by the Bank of monies or proceeds; and

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until the expiry of the Standstill Period, the Bank shall have the exclusive right to enforce rights and remedies with respect to the property and assets charged by the Bank Security and the Bank shall not be required to marshal any of such property and assets. In exercising any such rights and remedies, the Bank may enforce the provisions of any Bank Security and exercise the remedies thereunder in such order and such manner as the Bank may determine in its sole discretion.

As long as any Bank Indebtedness remains outstanding or the Bank is committed to extend any credit to or on behalf of the Debtors, the Subordinators shall not, without the prior written consent of the Bank sell, assign or otherwise transfer, in whole or in part, any Subordinator Indebtedness or any Subordinator Security or any interest therein to any person, or create, incur or permit to exist any security interest, lien, charge, hypothecary interest or other encumbrance whatsoever in or affecting any Subordinator Indebtedness or Subordinator Security in favour of any person unless:

(a) such action is made expressly subject to this agreement; and
(b) such person delivers to the Bank a written agreement, in form and substance satisfactory to the Bank, to be bound by all provisions of this agreement.

The Bank may assign, transfer and deliver to any transferee any Bank Indebtedness, Bank Security or any other security, documents or instruments held by the Bank in respect thereof and no such assignment, transfer or delivery shall release the Subordinators from their obligations pursuant to this agreement provided, however, that the effectiveness of any such assignment, transfer or delivery shall be subject to the requirement for the Bank to have obtained from the transferee thereof an agreement substantially identical to this agreement providing for the continued priority of indebtedness and security as provided herein and for the continued effectiveness of all of the rights of the Subordinators arising under this agreement. Such transferee shall be vested with all powers and rights of the Bank under such security, documents or instruments but the Bank shall retain all rights and powers with respect to any security, documents or instruments not so assigned, transferred or delivered.

The Subordinators represent and warrant to the Bank that the true and correct copy of VTB Promissory Note is attached as Schedule "A" hereto and covenants that it will not amend, restate, supplement, or otherwise modify the VTB Promissory Note without the prior written consent of the Bank. The Subordinators acknowledge and agree that the Bank may amend, restate, supplement or otherwise modify the Commitment Letter (including, without limitation, with respect to any increase in the principal amount thereof) and each other document delivered in connection therewith from time to time in accordance with their terms, all without affecting the subordination or other provisions of this agreement.
The Subordinators hereby authorize the Bank to collect and receive any dividends or other payments which may be payable to the Subordinators in the course of any receivership, bankruptcy, liquidation or winding-up of the Debtors or any similar proceeding and, in the event that the Bank Indebtedness at such time has not been paid in full, the Subordinators hereby irrevocably authorize the Bank to apply such dividends or other payments so collected by the Bank to reduce the Bank Indebtedness.
The Subordinators shall be subrogated to the rights of the Bank to receive payments and distribution of cash and other property of the Debtors in respect of and on account of Bank Indebtedness to the extent of the previous application to reduce Bank Indebtedness of moneys or other property which would, but for this agreement, have been received and applied by the Subordinators to reduce the Subordinator Indebtedness, until the Subordinator Indebtedness has been paid in full, provided that such right of subrogation (and any other existing or future right of subrogation the Subordinators may have) shall not arise and shall not be exercised until the Bank has received payment in full in cash of all Bank Indebtedness and has no further commitment to extend any credit to or on behalf of the Debtors or the Borrower pursuant to the Commitment Letter.

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Page 5.

This agreement is in addition to, not in substitution for and shall not be merged in any other agreement, security, document and instrument now or hereafter held by the Bank.
Nothing in this agreement shall confer any right on the Debtors or any person not a party to this agreement to amend any agreement between Debtors and the Bank or the Debtors and the Subordinators.
This agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may not be amended, waived or modified in any manner except by written agreement signed by the Bank and the Subordinators.
No failure by the Bank to exercise any right, power, remedy or privilege (whether in whole or in part) shall operate as a waiver thereof. No single or partial exercise of any right, power, remedy or privilege shall preclude any other or further exercise thereof or the exercise of any further right, power or privilege. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently, and are not exclusive of any other rights or remedies provided by law.
If the Bank receives any payment on, or proceeds of any property or assets of any Debtor on account of any Bank Indebtedness and such payment or proceeds are subsequently invalidated, declared to be fraudulent or preferential, or required to be repaid to any such Debtor, a trustee, receiver, receiver and manager or any other person under any applicable law, then to the extent of such payment or proceeds received by the Bank and required to be repaid, the Bank Indebtedness, or such part thereof, intended to be satisfied by such payment or proceeds shall be revived and shall continue in full force and effect as if such payment or proceeds had not been received by the Bank.
This agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.
If one or more of the provisions of this agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this agreement shall not in any way be affected or impaired thereby.
Any notice, demand or other communication permitted or required to be given hereunder shall be given in writing and may be effectively given by delivering it to the following applicable address or by sending it by e-mail to such e-mail address. Any notice, demand or other communication so given prior to 5:00 p.m. (Toronto time) on a Business Day by personal delivery or by e-mail shall be deemed to have been given, received and made on such Business Day and, if so given after 5:00 p.m. (Toronto time) on a Business Day or on a day which is not a Business Day, such notice, demand or other communication shall be deemed to have been given, received and made on the next following Business Day. The addresses of the parties for the purposes hereof shall be:

(a) in the case of the Bank, as follows:

[redacted; commercially sensitive]

in the case of the Subordinators, as follows:

[redacted; personal information]

and

[redacted; personal information]

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with a copy (not constituting notice) to:

[redacted; commercially sensitive]

From time to time, the Bank or the Subordinators may notify the other, in accordance with the provisions thereof, of any change of address which thereafter, until changed by like notice, shall be the address of such party for all purposes of this agreement. In this agreement, "Business Day" shall mean any day, other than a Saturday, Sunday or statutory holiday in Toronto, Ontario, on which the Bank's main Toronto branch or office is open for normal business.

For the purposes of this agreement, words importing the singular shall include the plural and vice versa; and words importing gender shall include all genders.
This agreement shall be binding on the Subordinators and their successors and assigns including any successor by reason of amalgamation and shall enure to the benefit of the Bank and its successors and assigns.
This agreement may be executed and delivered in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Counterparts may be executed and delivered in original, facsimile or portable document format (pdf) to the other parties hereto and the parties hereto agree to accept any such executed counterparts as original signed versions of this agreement.

[Remainder of page intentionally blank; signature page follows.]

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DATED as of the date first above written.

WITNESSED BY:
Signature of Witness
Name: Julie LeBlanc
Name: Michael Greenberg
Name of Witness
Address of Witness

WITNESSED BY:
Signature of Witness
Name: Paul Smith
Name: Michael Greenberg
Name of Witness
Address of Witness

WITNESSED BY:
Signature of Witness
Name: Robert Arnold Watt
Name: Michael Greenberg
Name of Witness
Address of Witness

DMSI INVESTMENT CORPORATION
Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page
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Page 8.

By: _________
Name:
Title:

THE ROBERT WATT FAMILY TRUST 2016

By: _________
Name:
Title: Trustee

THE PAUL SMITH FAMILY TRUST 2016

By: _________
Name:
Title: Trustee

Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page

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Page 9.

THE BANK OF NOVA SCOTIA

By: _________
Name:
Title:

Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page

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AGREEMENT FROM THE DEBTORS

TO: The Bank of Nova Scotia, (the "Bank")

RE: Commitment letter among, inter alios, the Bank, as lender, Tribe Property Technologies Inc., as borrower, and Tribe Property Solutions Inc., Tribe Management Inc. ("TMI") and R. D. C. Property Services Limited, as guarantors, dated September 8, 2023 (as the same may hereafter be amended, restated, supplemented or otherwise modified from time to time, the "Commitment Letter")

AND RE: Joinder Agreement to Commitment Letter issued by Whitesmith Holdings Ltd. ("Whitesmith"), Robert A. Watt Holdings Ltd. ("RobertCo"), DMSI Holdings Ltd. ("DMSI"), Del Management Solutions Inc. ("Del Management"), DMS Property Management Ltd. ("DMS Property"), and DELCOM Management Services Inc. ("DELCOM" and together with TMI, DMSI, Del Management, DMS Property, DMS Residence, collectively, the "Debtors" and each a "Debtor")

DATE: May __, 2024

Each of the Debtors acknowledges receipt of a copy of the foregoing postponement and subordination agreement (the "Agreement") and agrees as follows:

(a) Each of the Debtors shall comply with the Agreement and not take any action inconsistent therewith and, without limiting the generality of the foregoing, each of the Debtors agrees not to pay any amount to the Subordinators except as expressly permitted by the Agreement;

(b) Each of the Debtors agrees that it acquires no rights pursuant to the Agreement;

(d) To facilitate any subrogation rights arising pursuant to the Agreement, each of the Debtors agrees that no payment or distribution to the Bank of any cash or other assets to which the Subordinators would have been entitled but for the Agreement shall constitute or be deemed to be a payment or distribution by any Debtor to the Bank to or on account of any Bank Indebtedness and each of the Debtors shall, as between itself and its creditors, continue to owe such Bank Indebtedness as if such payment or distribution had not been received by the Bank.

[Remainder of page intentionally blank; signature page follows.]

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DATED as of the date first above written.

TRIBE MANAGEMENT INC.

By: _____
Name: ___
Title: ___

DMSI HOLDINGS LTD.

By: _____
Name: ___
Title: ___

DEL MANAGEMENT SOLUTIONS INC.

By: _____
Name: ___
Title: ___

DMS PROPERTY MANAGEMENT LTD.

By: _____
Name: ___
Title: ___

Acknowledgement to Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page

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DELCOM MANAGEMENT SERVICES INC.

By: ____
Name: ____
Title: _______

Acknowledgement to Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page
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Page 13.

WHITESMITH HOLDINGS LTD.

By: _________
Name:
Title:

ROBERT A. WATT HOLDINGS LTD.

By: _________
Name:
Title:

Acknowledgement to Postponement and Subordination Agreement re DMSI VTB Debt – Signature Page
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SCHEDULE "A"
VTB Promissory Note

See attached.

AI assistant

Tribe Property Technologies — M&A Activity 2025

47530_rns_2025-06-16_cc22dd92-b878-4a3a-9534-a1b354fd059a.pdf

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION; APPOINTMENT OF VENDORS 5

ARTICLE 2 PURCHASE AND SALE OF PURCHASED SHARES 20

ARTICLE 3 CLOSING ARRANGEMENTS 25

ARTICLE 4 CLOSING DELIVERABLES 25

ARTICLE 5 REPRESENTATIONS AND WARRANTIES 27

ARTICLE 6 COVENANTS 51

ARTICLE 7 CONDITIONS PRECEDENT ... 56

ARTICLE 8 TAX MATTERS ... 58

ARTICLE 9 INDEMNIFICATION ... 60

ARTICLE 10 GENERAL ... 66

BETWEEN:

AND:

RECITALS:

ARTICLE 2

2.6 Examination of the Closing Statements

2.9 Vendor Take Back Security

ARTICLE 3 CLOSING ARRANGEMENTS

ARTICLE 4 CLOSING DELIVERABLES

4.2 Purchaser's Closing Deliverables

ARTICLE 5

REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Vendors

ARTICLE 6

COVENANTS

6.1 Non-Competition; Non-Solicitation.

ARTICLE 7 CONDITIONS PRECEDENT

ARTICLE 8 TAX MATTERS

8.2 Books and Records Relating to Taxes

8.3 Allocation of Taxes for Straddle Periods

8.4 Purchaser's Contest Rights

8.5 Vendors' Contest Rights

ARTICLE 9

INDEMNIFICATION

9.8 Gross-up

9.9 Reductions and Subrogation

9.10 Limitations on Indemnification

TRIBE MANAGEMENT INC.

THE PAUL SMITH FAMILY TRUST 2016

ROBERT WATT FAMILY TRUST 2016

DMSI INVESTMENT CORPORATION

GUARANTEE

WHEREAS:

DMSI HOLDINGS LTD.

DEL MANAGEMENT SOLUTIONS INC.

DMS PROPERTY MANAGEMENT LTD.

DELCOM MANAGEMENT SERVICES INC.

ARTICLE II

GRANT OF SECURITY INTEREST

ARTICLE III

SECURED OBLIGATIONS

ARTICLE IV

PERFECTION OF SECURITY INTEREST AND FURTHER ASSURANCES

ARTICLE V

REPRESENTATIONS AND WARRANTIES

ARTICLE VI

COVENANTS

6.1 Covenants. The Guarantors covenant as follows:

ARTICLE VII

ARTICLE VIII

ARTICLE IX

ARTICLE X

THE PAUL SMITH FAMILY TRUST 2016

THE ROBERT WATT FAMILY TRUST 2016

DMSI INVESTMENT CORPORATION

MUTUAL RELEASE AGREEMENT

2. Release by the Vendors

DMSI INVESTMENT CORPORATION

POSTPONEMENT AND SUBORDINATION AGREEMENT

THE ROBERT WATT FAMILY TRUST 2016

THE PAUL SMITH FAMILY TRUST 2016

THE BANK OF NOVA SCOTIA

AGREEMENT FROM THE DEBTORS

TRIBE MANAGEMENT INC.

DMSI HOLDINGS LTD.

DEL MANAGEMENT SOLUTIONS INC.

DMS PROPERTY MANAGEMENT LTD.

Tribe Property Technologies M&A Activity 2025