==> picture [326 x 56] intentionally omitted <==

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 8, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

APRIL 8, 2024

The Board of Directors of TrueContext Corporation (excluding the Conflicted Director), acting on the unanimous recommendation of the Special Committee, UNANIMOUSLY recommends that Shareholders vote FOR the Arrangement Resolution. These materials are important and require your immediate attention. They require shareholders of TrueContext Corporation to make important decisions. If you are in doubt as to how to make such decisions, please contact your financial, legal, tax or other professional advisors. If you are a shareholder of TrueContext Corporation and have any questions regarding the information contained in this management information circular or require assistance in completing your voting instruction form or form of proxy, please contact TrueContext Corporation’s transfer agent, TSX Trust Company, at the toll free number 1-866-600-5869 (within North America) or 1-416-682-3860 (outside North America) or by email at [email protected]. Questions on how to complete the letter of transmittal should be directed to TrueContext Corporation’s depositary, TSX Trust Company, at the toll free number 1- 866-600-5869 (within North America) or 1-416-342-1091 (outside North America) or by email at [email protected].

==> picture [326 x 56] intentionally omitted <==

April 8, 2024

Dear Shareholders,

The board of directors (the “ Board ”) of TrueContext Corporation (the “ Company ”) is pleased to invite you to attend a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of the Company to approve a transaction in which 1000827877 Ontario Inc. (the “ Purchaser ”), an entity controlled by Battery Ventures, will acquire all of the issued and outstanding Shares by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Each Shareholder will receive $1.07 in cash per Share, subject to applicable withholding taxes (the “ Arrangement ”). The Meeting will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time).

Yours truly,

(Signed) “ Catherine Sigmar ”

Catherine Sigmar Chair of the Special Committee of the Board of Directors

TRUECONTEXT CORPORATION

Notice of Special Meeting of Shareholders

TAKE NOTICE that a Special Meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares (the “ Shares ”) of TRUECONTEXT CORPORATION (the “ Company ”) will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time) for the following purposes:

TO CONSIDER, pursuant to an interim order of the Ontario Superior Court of Justice (Commercial List) dated April 5, 2024, as same may be amended, modified, supplemented or varied (the “ Interim Order ”) and, if thought advisable, to pass, with or without variation, a special resolution (the “ Arrangement Resolution ”), the full text of which is set forth in Appendix “B” to the accompanying management information circular dated April 8, 2024 (the “ Circular ”), and is incorporated by reference herein, to approve a proposed plan of arrangement involving the Company and the Purchaser (the “ Plan of Arrangement ”) pursuant to Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”); and
TO TRANSACT such other business as may properly come before the Meeting or any adjournment or postponement thereof.

Specific details of the above items of business are contained in the Circular that accompanies and forms a part of this Notice of Meeting. Shareholders are encouraged to read the Circular carefully when evaluating the matters to be considered at the Meeting.

A registered shareholder (a “ Registered Shareholder ”) wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must have deposited his, her or its duly executed form of proxy not later than 10:00 a.m. (Toronto time) on May 6, 2024, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned or postponed Meeting, at the offices of TSX Trust Company, 301 - 100 Adelaide Street West, Toronto, ON M5H 4H1, or as otherwise permitted pursuant to the instructions included on such form of proxy.

A form of proxy solicited by the management of the Company in respect of the Meeting is enclosed herewith, together with a copy of the management information circular of the Company relating to the Meeting.

WHO TO CONTACT IF YOU HAVE QUESTIONS

If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s transfer agent, TSX Trust Company, by telephone at the toll free number 1-866-600-5869 (within North America) or 1-416-682-3860 (outside North America) or by email at [email protected]. If the Arrangement is completed and you have any questions about depositing your Shares, including with respect to completing the applicable letter of transmittal, please contact TSX Trust Company, which is acting as depositary under the Arrangement, by telephone at the toll free number 1-866-600-5869 (within North America) or 1- 416-342-1091 (outside North America) or by email at [email protected].

DATED at Toronto, Ontario, April 8, 2024.

By Order of the Board of Directors

(Signed) “Catherine Sigmar” Catherine Sigmar Chair of the Special Committee of the Board of Directors

INFORMATION CONCERNING THE MEETING ............................................................................................... 2 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ............................... 4 CURRENCY ................................................................................................................................................................ 5 QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING ................................. 6 SUMMARY ................................................................................................................................................................ 12 THE ARRANGEMENT ............................................................................................................................................ 19 THE ARRANGEMENT AGREEMENT ................................................................................................................. 32 CERTAIN CANADIAN LEGAL MATTERS......................................................................................................... 55 PROCEDURES FOR THE SURRENDER OF CERTIFICATES AND PAYMENT OF CONSIDERATION 58 DISSENT RIGHTS OF SHAREHOLDERS ........................................................................................................... 60 INFORMATION CONCERNING THE COMPANY ............................................................................................ 62 INFORMATION CONCERNING THE PURCHASER ........................................................................................ 64 CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS ........................................................ 64 RISK FACTORS ....................................................................................................................................................... 68 PRINCIPAL SHAREHOLDERS ............................................................................................................................. 71 MATERIAL CHANGES IN THE AFFAIRS OF THE COMPANY AND OTHER BENEFITS ...................... 71 INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON .................................................. 71 INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................... 71 INTEREST OF EXPERTS ....................................................................................................................................... 71 AUDITORS ................................................................................................................................................................ 72 ADDITIONAL INFORMATION ............................................................................................................................. 72 APPROVAL BY DIRECTORS ................................................................................................................................ 72 CONSENT OF CANACCORD GENUITY CORP................................................................................................. 73 APPENDIX “A” GLOSSARY OF TERMS ......................................................................................................... A-1 APPENDIX “B” ARRANGEMENT RESOLUTION .......................................................................................... B-1 APPENDIX “C” PLAN OF ARRANGEMENT .................................................................................................. C-1 APPENDIX “D” FAIRNESS OPINION ............................................................................................................... D-1 APPENDIX “E” INTERIM ORDER ..................................................................................................................... E-1 APPENDIX “F” NOTICE OF APPLICATION FOR THE FINAL ORDER .................................................... F-1 APPENDIX “G” SECTION 185 OF THE OBCA ............................................................................................... G-1

TRUECONTEXT CORPORATION

MANAGEMENT INFORMATION CIRCULAR

as of April 8, 2024

SPECIAL MEETING OF SHAREHOLDERS, MAY 8, 2024

THIS MANAGEMENT INFORMATION CIRCULAR (THE “CIRCULAR”) IS FURNISHED IN CONNECTION WITH THE SOLICITATION BY THE MANAGEMENT OF TRUECONTEXT CORPORATION (THE “COMPANY”) AND THE PURCHASER (AS DEFINED HEREIN) OF PROXIES FOR USE AT THE SPECIAL MEETING (THE “MEETING”) OF THE HOLDERS (THE “SHAREHOLDERS”) OF COMMON SHARES (THE “SHARES”) OF THE COMPANY TO BE HELD AT THE TIME AND PLACE AND FOR THE PURPOSES SET FORTH IN THE ACCOMPANYING NOTICE OF THE MEETING (THE “NOTICE”) AND AT ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF.

The mailing address of the principal executive office of the Company is 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5. The record date for shareholders of the Company who will be entitled to receive notice of, and vote at, the Meeting is the close of business on April 3, 2024 (the “ Record Date ”). Registered Shareholders at the close of business on the Record Date, will be entitled to one vote for each Share held on each matter submitted to a vote at the Meeting.

Unless otherwise noted or the context otherwise indicates, the “Company”, “TrueContext”, “we”, “us” and “our” refer to TrueContext Corporation. In this Circular, “you” and “your” refer to the Shareholders. The information in this Circular is presented as at April 8, 2024, unless indicated otherwise. All capitalized words and terms used but not otherwise defined in this Circular have the meanings set forth in the Glossary of Terms attached as Appendix “A” to this Circular. Capitalized words and terms used in the Appendices attached to this Circular are defined separately therein.

All information in this Circular relating to the Purchaser has been furnished by the Purchaser. Although the Company does not have any knowledge that would indicate that such information is untrue or incomplete, neither the Company nor any of its directors or officers assumes any responsibility for the accuracy or completeness of such information, or for the failure by the Purchaser to disclose events or information that may affect the completeness or accuracy of such information.

Descriptions in this Circular of the terms of the Arrangement Agreement, the Voting Support Agreements, the Plan of Arrangement, the Fairness Opinion and the Interim Order are summaries of the terms of those documents and are qualified in their entirety by such terms. Shareholders should refer to the full text of each of these documents. The full text of the Arrangement Agreement and the Voting Support Agreements may be viewed on SEDAR+ at www.sedarplus.com. The Plan of Arrangement, the Fairness Opinion, and the Interim Order are attached as Appendix “C”, Appendix “D” and Appendix “E”, respectively, to this Circular.

This Circular does not constitute the solicitation of an offer to acquire, or an offer to sell, any securities or the solicitation of a proxy by any Person in any jurisdiction in which such solicitation is not authorized or in which the Person making such solicitation is not qualified to do so or to any Person to whom it is unlawful to make such solicitation or offer. The delivery of this Circular does not, under any circumstances, imply or represent that there has been no change in the information set forth herein since the date of this Circular.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

INFORMATION CONCERNING THE MEETING

Solicitation of Proxies

The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, certain officers and directors of the Company may solicit proxies by telephone or personally without special compensation. Meeting Materials are being mailed to Registered Shareholders through the Transfer Agent and to Non-Registered Holders through their intermediaries and registered nominees. The Company does not intend to pay for intermediaries to forward to “objecting beneficial owners” under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer such Meeting Materials and Form 54-101F7 – Request for Voting Instructions Made by Intermediary. These objecting beneficial owners will not receive the Meeting Materials unless such objecting beneficial owners’ intermediaries assume the cost of delivery.

Submission of Proxies

A registered Shareholder (a “ Registered Shareholder ”) wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must have deposited his, her or its duly executed form of proxy not later than 10:00 a.m. (Toronto time) on May 6, 2024, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned or postponed Meeting, at the offices of TSX Trust Company, 301-100 Adelaide Street West, Toronto, Ontario, M5H 4H1, or postponement thereof or as otherwise permitted pursuant to the instructions included on such form of proxy.

Registered Shareholders who wish to attend the Meeting and vote in person should not complete or return the form of proxy. Such Registered Shareholders should register with TSX Trust Company upon arrival at the Meeting and may be asked to present valid picture identification to gain admission to the Meeting.

Manner Proxies Will be Voted

The Shares represented by the properly submitted form of proxy will be voted in favour or against in accordance with the instructions of the Shareholder as indicated on such form of proxy or on any ballot that may be called for at the Meeting and, where a choice is specified in respect of any matter to be acted upon, the Shares will be voted in favour or against accordingly. IN THE ABSENCE OF SUCH A SPECIFICATION, SHARES REPRESENTED BY A PROXY WILL BE VOTED IN FAVOUR OF THE ARRANGEMENT RESOLUTION AND IN FAVOUR OR AGAINST ANY OTHER MATTERS THAT MAY COME BEFORE THE MEETING IN THE DISCRETION OF THE PERSONS DESIGNATED IN THE PROXY, WHICH IN THE CASE OF THE REPRESENTATIVES OF MANAGEMENT OF THE COMPANY NAMED IN THE FORM OF PROXY WILL BE FOR THE ARRANGEMENT RESOLUTION.

The persons named in such forms of proxy will have discretionary authority with respect to any amendments or variations of the matters of business to be acted on at the Meeting or any other matters properly brought before the Meeting or any adjournment or postponement thereof, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Meeting is routine and whether or not the amendment, variation or other matter that comes before the Meeting is contested. At the date hereof, the management of the Company knows of no such amendments, variations, or other matters.

Alternate Proxy

Each Shareholder has the right to appoint a person or company other than the person named in the accompanying form of proxy, who need not be a Shareholder, to attend and act for him, her or it and on his, her or its behalf at the Meeting or any adjournment or postponement thereof. Any Shareholder wishing to exercise such right may do so by inserting in the blank space provided in the form of proxy the name of the person or company whom such Shareholder wishes to appoint as a proxy or by duly completing another proper form of proxy, and duly depositing the same before the specified time.

Revocability of Proxy

A Registered Shareholder giving a proxy has the power to revoke it. Such revocation may be made by the Shareholder attending the Meeting, by the Shareholder duly executing another form of proxy bearing a later date and duly depositing the same before the specified time, or by written instrument revoking such proxy executed by the Shareholder or his, her or its attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized and deposited either at the registered office of the Company, 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5 at any time up to and including the last Business Day preceding the date of the Meeting or any adjournment or postponement thereof, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment or postponement thereof, or in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter. If such written instrument is deposited with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof and after the Meeting has commenced, such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Non-Registered Holders

Only Registered Shareholders or duly appointed proxy holders are permitted to attend and vote at the Meeting. Most Shareholders of the Company are “non registered” Shareholders because the shares they own are not registered in their names but are instead registered in the name of the brokerage firm, bank, or trust corporation through which they purchased the shares. A holder of Shares is a non-registered (or beneficial) Shareholder (a “ Non-Registered Holder ”) if the Shareholder’s Shares are registered either: (a) in the name of an intermediary (an “ Intermediary ”) that the NonRegistered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs, and similar plans); or (b) in the name of a clearing agency (such as CDS & Co.), of which the Intermediary is a participant.

In accordance with the requirements of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators, the Company has distributed copies of proxy-related materials, including the notice of meeting, this management information circular, and a form of proxy or a voting instruction form (collectively, the “ Meeting Materials ”) indirectly through Intermediaries for onward distribution to Non-Registered Holders. Intermediaries are required to forward the Meeting Materials to NonRegistered Holders unless a Non-Registered Holder has waived the right to receive them. Generally, Non-Registered Holders who have not waived the right to receive Meeting Materials will either:

(a) be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted as to the number of shares beneficially owned by the NonRegistered Holder and must be completed, but not signed, by the Non-Registered Holder and deposited with TSX Trust Company; or
(b) more typically, be given a voting instruction form which is not signed by the Intermediary, and which, when properly completed and signed by the Non-Registered Holder and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

In either case, the purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own. Non-Registered Holders should submit voting instructions to Intermediaries in sufficient time to ensure that their votes are received from the Intermediaries by the Company.

Should a Non-Registered Holder who receives one of the above forms wish to vote at the Meeting in person, the NonRegistered Holder should insert the Non-Registered Holder’s name in the blank space provided in the accompanying form of proxy. Such Non-Registered Holders should register with TSX Trust Company upon arrival at the Meeting and may be asked to present valid picture identification and proof of Share ownership to gain admission to the Meeting. Non-Registered Holders should carefully follow the instructions of their Intermediary, including those regarding when and where the proxy or proxy authorization form is to be delivered.

A Non-Registered Holder may revoke previously given voting instructions by contacting his, her or its Intermediary and complying with any applicable requirements imposed by such Intermediary. An Intermediary may not be able to revoke voting instructions if it receives insufficient notice of revocation.

Record Date for Notice and Meeting

Only Shareholders of record at the Record Date, being the close of business on April 3, 2024, need to be mailed a notice of the Meeting. A quorum for the transaction of business at any meeting of Shareholders is two individuals present in person, each of whom is either a Shareholder entitled to attend and vote at such meeting or the proxyholder of such a Shareholder appointed by means of a valid proxy, holding or representing by proxy not less than 5% of the total number of issued Shares of the Company entitled to vote at the meeting. A holder of Shares of record as at the Record Date will be entitled to vote such Shares in person or by proxy at the Meeting (subject in the case of voting by proxy to the timely deposit of his, her or its executed form of proxy or voting instruction form with TSX Trust Company as specified in the notice of the Meeting).

No person becoming a Registered Shareholder or Non-Registered Holder after the Record Date shall be entitled to receive notice of the Meeting, nor can any Registered Shareholder or Non-Registered Holder vote Shares that he, she or it acquires after the Record Date at the Meeting. The failure of any Shareholder to receive notice of the Meeting does not deprive such Shareholder of the right to vote at the Meeting.

Dissent Rights

Pursuant to the Interim Order, Registered Shareholders as of the Record Date are entitled to dissent in respect of the Arrangement Resolution, and if the Arrangement becomes effective and such Dissent Right (as defined herein) is validly exercised, may be entitled to be paid an amount equal to the fair value of their Shares. This Dissent Right, and the procedures for its exercise, are described in detail in the Circular under the heading “ Dissent Rights of Shareholders ”. Failure to comply strictly with the dissent procedures described in the Circular may result in the loss or unavailability of any right of dissent. Non-Registered Holders who wish to dissent should be aware that only Registered Shareholders are entitled to dissent. Accordingly, a Non-Registered Holder desiring to exercise this Dissent Right must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise this Dissent Right on such Non-Registered Holder’s behalf.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular contains “forward-looking information” and “forward-looking statements” within the meaning of applicable Securities Laws (collectively referred to as “ forward-looking statements ”), such as statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Specific statements used in this Circular that may contain forward-looking information include, but are not limited to, statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the terms and conditions of the Arrangement Agreement, Shareholder and Court approvals, the timing of various steps to be completed in connection with the Arrangement, the de-listing of the Shares from the TSXV, the Company ceasing to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada, the anticipated tax treatment of the Arrangement for Shareholders, and other statements that are not material facts. Often but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.

Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forwardlooking information. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the necessary Shareholder and Court approvals or to otherwise satisfy the conditions to the completion of the Arrangement or that the Arrangement Agreement will be amended or terminated; failure of the Parties to obtain such approvals or satisfy such conditions in a timely manner or at all; significant transaction costs or unknown liabilities; failure to realize the expected benefits of the Arrangement; interest rates, inflation rates, foreign exchange rates, and general economic conditions; risks related to tax matters; and other risks and uncertainties identified under “ The Arrangement – Background to the Arrangement ”, “ The Arrangement – Reasons for the Recommendations ” and “ Risk Factors ”. Failure to obtain the necessary Shareholder and Court approvals, or the failure of the Parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed,

and the Company continues as a publicly traded entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Furthermore, pursuant to the terms of the Arrangement Agreement, the Company may, in certain circumstances, be required to pay the Termination Fee to the Purchaser, the result of which could have an adverse effect on its financial position.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable Securities Laws.

This list is not exhaustive of the factors that may affect any of the forward-looking statements of the Company. The risks and uncertainties that could affect forward-looking statements are described further under “ The Arrangement – Background to the Arrangement ”, “ The Arrangement – Reasons for the Recommendations ” and “ Risk Factors ”. Additional risks are further discussed in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2023 which is filed under the Company’s profile on SEDAR+ at www.sedarplus.com.

CURRENCY

Unless otherwise stated herein, references to Canadian dollars or “$” are to Canadian currency.

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

The following questions and answers briefly address some questions you may have regarding the Arrangement and the Meeting. These questions and answers may not address all questions that may be important to you and are qualified in their entirety by the more detailed information contained elsewhere in this Circular, including its Appendices. You are urged to carefully read this entire Circular, including the attached Appendices, and the other documents to which this Circular refers. All capitalized terms used in the following questions and answers are defined in the Glossary of Terms attached hereto as Appendix “A”.

Q: Why did I receive this package of information?

A: On March 12, 2024, TrueContext entered into the Arrangement Agreement with the Purchaser, pursuant to which, among other things, the Purchaser has agreed to acquire all of the issued and outstanding Shares pursuant to the Arrangement. The Arrangement is subject to, among other things, obtaining the Shareholder Approval. As a Shareholder as at the close of business on the Record Date, being April 3, 2024, you are entitled to receive notice of and to vote at the Meeting. TrueContext is soliciting your proxy, or vote, and providing this Circular in connection with that solicitation.

Q: What is the proposed Arrangement?

A: Pursuant to the Arrangement, the Purchaser, an entity controlled by Battery, will acquire all of the issued and outstanding Shares of the Company and the Shareholders will receive $1.07 in cash per Share, subject to applicable withholding taxes. As of the Record Date, there were 133,617,327 Shares issued and outstanding. For more information, see “ The Arrangement ” and “ The Arrangement Agreement ”.

Q: What will I receive for my Shares under the Arrangement?

A: Pursuant to the Arrangement Agreement and the Plan of Arrangement, as more particularly described in this Circular, at the Effective Time, Shareholders will receive in respect of all of their Shares a cash payment of $1.07 per Share.

The Consideration to be received by Shareholders represents a premium of approximately 39.9% to the closing price of the Shares on March 12, 2024, the date prior to the announcement of the Arrangement, a premium of approximately 40.1% to the 20 day volume-weighted average trading price of the Shares as at that date, and a premium of approximately 52.1% to the 60-day volume-weighted average trading price of the Shares as at that date on the TSXV.

Q: What will happen to my Options in connection with the Arrangement?

A: If the Arrangement is completed, each Option (other than the Cancelled Options) outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan or any agreements or other arrangements relating to the Options, shall be deemed to be unconditionally vested and exercisable, and such Option (other than the Cancelled Options) shall, without any further action by or on behalf of a holder of Options, be assigned, transferred, and surrendered by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings and source deductions, and each such Option shall immediately be cancelled.

As soon as practicable after the Effective Date, the Company will deliver, or cause to be delivered, to each holder of Options (including the Cancelled Options) as reflected on the register maintained by or on behalf of the Company in respect of Options, a cheque or cash payment (or will process the payment through the Company’s payroll systems or such other means as the Company may elect) representing the amount, if any, which such holder of Options has the right to receive under the Plan of Arrangement for such Options, subject to applicable withholdings and source deductions.

Each Cancelled Option shall be assigned, transferred, and surrendered by such Specified Optionholder in consideration for a cheque or cash payment from the Company (or a payment processed through the Company’s payroll systems or such other means as the Company may elect) equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions.

Q: What will happen to the Company if the Arrangement is completed?

A: Upon completion of the Arrangement, the Company will be a subsidiary of the Purchaser.

Q: What approvals are required for the Arrangement to be completed?

A: Completion of the Arrangement is subject to the receipt of the (i) Shareholder Approval and (ii) Court approval.

Q: Are there other conditions to the Arrangement?

A: The Arrangement is also subject to certain other conditions, including, among other things, that there shall not have occurred a Material Adverse Effect since the date of the Arrangement Agreement that remains continuing at the Effective Time. The Arrangement is not subject to any financing condition, contingency or Regulatory Approvals.

Q: When do you expect the Arrangement to be completed?

A: Subject to obtaining Court approval as well as the satisfaction or waiver of all other conditions precedent to the Arrangement, if Shareholders approve the Arrangement Resolution, it is currently anticipated that the Arrangement will be completed in the second quarter of 2024. It is not possible, however, to state with certainty when the Effective Date will occur. The Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. The Arrangement must be completed on or prior to July 12, 2024 or such later date as may be agreed to in writing by the Parties. For more information, see “ The Arrangement Agreement – Conditions to the Arrangement Becoming Effective ”.

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

A: If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the Company will remain a reporting issuer and the Shares will continue to be listed on the TSXV. See “ Risk Factors – Risk Factors Relating to the Arrangement ”.

In certain circumstances where the Arrangement Agreement is terminated, the Company will be required to pay to the Purchaser the Termination Fee of approximately $6.3 million in connection with such termination. In certain other circumstances where the Arrangement Agreement is terminated, the Purchaser will be required to pay to the Company the Reverse Termination Fee of approximately $9.4 million in connection with such termination. Note that the failure to complete the Arrangement could negatively impact the Share price. For more information, see “The Arrangement Agreement – Termination Fees and Expenses ” and “ Risk Factors – Risk Factors Relating to the Arrangement ”.

Q. What will I have to do as a Shareholder to receive the Consideration for my Shares?

A: If you are a Registered Shareholder, you will receive a Letter of Transmittal that you must complete and send with the certificate(s) representing your Shares or DRS Advices, as applicable, to the Depositary. Unless you instruct the Depositary otherwise or if the Consideration you are entitled to receive is in excess of $25,000,000, the Depositary will mail a cheque to you representing the Consideration you are entitled to in respect of your Shares, subject to applicable withholdings, by first class mail as soon as practicable after the Effective Date after receipt of your completed Letter of Transmittal, together with your certificate(s) and any other documents required by the Depositary, if applicable.

If you are a Non-Registered Holder, you will receive your payment through your account with your broker, investment dealer, bank, trust company or other Intermediary that holds Shares on your behalf. You should contact your Intermediary if you have questions about this process.

Q. When will I receive the Consideration for my Shares?

A: You will receive the Consideration for your Shares as soon as practicable after the Arrangement is completed, provided you have sent all of the necessary documentation to the Depositary.

Q: In what currency will I receive the Consideration under the Arrangement?

A: If you are a Registered Shareholder, you will receive a cash payment in Canadian dollars, unless you elect in your Letter of Transmittal to have the Depositary’s currency exchange services convert the cash payment into United States dollars, as described below.

If you are a Non-Registered Holder, you will receive the cash payment in Canadian dollars, unless you contact the Intermediary through which your Shares are held and request that the Intermediary make an election to use the Depositary’s currency exchange services to convert the cash payment into United States dollars, as described below.

The exchange rate for one Canadian dollar expressed in United States dollars will be based on the prevailing market rate(s) available to TSX Trust Company, in its capacity as foreign exchange service provider, on the date of the currency conversion. All risks associated with the currency conversion from Canadian dollars to United States dollars including risks relating to change in rates, the timing of exchange or the selection of a rate for exchange, and all costs incurred with the currency conversion are for the electing Shareholder’s sole account and will be at such Shareholder’s sole risk and expense, and none of the Company, the Purchaser or TSX Trust Company, or their respective affiliates and successors, are responsible for any such matters. TSX Trust Company will act as principal in such currency conversion transactions.

Q: Does the Special Committee support the Arrangement?

A: Yes. The Special Committee, following careful consideration of, among other things, the Fairness Opinion, the terms and conditions set forth in the Arrangement Agreement, alternatives available to the Company, including maintaining the status quo and alternative transactions, and advice from its financial and legal advisors, unanimously determined that the Arrangement is in the best interests of the Company and fair to Shareholders and unanimously recommended that the Board determine that the Arrangement is in the best interests of the Company and fair to Shareholders and recommend that Shareholders vote FOR the Arrangement Resolution. For more information, see “ The Arrangement – Recommendation of the Special Committee ” and “ The Arrangement – Reasons for the Recommendations ”.

Q: Does the Board support the Arrangement?

A: Yes. The Board (with the Conflicted Director abstaining), acting on the unanimous recommendation of the Special Committee and after receiving legal and financial advice, unanimously determined (i) that the Arrangement is in the best interests of the Company and fair to Shareholders, and (ii) to recommend that Shareholders vote FOR the Arrangement Resolution. For more information, see “ The Arrangement – Recommendation of the Special Committee ”, “ The Arrangement – Recommendation of the Board ” and “ The Arrangement – Reasons for the Recommendations ”.

Q: What were the Special Committee’s and Board’s reasons for recommending the Arrangement?

A: In determining that the Arrangement is in the best interests of the Company and fair to Shareholders, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including: (i) the premium the Consideration represents to the price of the Shares prior to the Company’s announcement of the Arrangement; (ii) the certainty of value and immediate liquidity offered by the Arrangement; (iii) the current and future opportunities facing the Company; (iv) the thorough strategic review process undertaken by the Special Committee; (v) the Fairness Opinion delivered by Canaccord Genuity, to the effect that the Consideration to be received by Shareholders is fair, from a financial point of view; (vi) the Board’s ability, in certain

circumstances, to respond to and engage with third parties submitting unsolicited acquisition proposals; (vii) the Arrangement and the Arrangement Agreement being the result of extensive negotiations; (viii) the Arrangement has a reasonable likelihood of completion in a timely manner; and (ix) the Arrangement provides satisfactory procedural fairness to the Shareholders.

In the course of its deliberations, the Special Committee and the Board, in consultation with their legal and financial advisors, also identified and considered a number of potential risks and negative factors relating to the Arrangement. For more information, see “ The Arrangement – Reasons for the Recommendations ” and “ Risk Factors ”.

Q: Who has agreed to support the Arrangement?

A: On March 12, 2024, the Purchaser entered into Voting Support Agreements with the Company’s directors and officers and the Supporting Shareholders (collectively beneficially owning and/or exercising control or direction over, an aggregate of 102,306,679 Shares, which represented approximately 76.6% of the issued and outstanding Shares as of the Record Date). Pursuant to the Voting Support Agreements, such directors, officers and the Supporting Shareholders have agreed, among other things, to vote their Shares FOR the Arrangement Resolution.

Q: What are the anticipated Canadian federal income tax consequences to me of the Arrangement?

A: For a summary of certain material Canadian federal income tax consequences of the Arrangement, see “Certain Canadian Federal Income Tax Considerations” . Such summaries are not intended to be legal or tax advice to any particular Shareholder. Tax matters are complicated, and the income tax consequences of the Arrangement to you will depend on your particular circumstances. Because individual circumstances may differ, you should consult with your tax advisor as to the specific tax consequences of the Arrangement to you.

Q: Do any directors and officers of the Company have any interest in the Arrangement that are different from, or in addition to, those of the Shareholders?

A: In considering the unanimous recommendation of the Board (with the Conflicted Director abstaining) to vote FOR the Arrangement Resolution, Shareholders should be aware that some of the directors and officers of the Company have interests in the Arrangement that are different from, or in addition to, the interests of Shareholders generally. For more information, see “ The Arrangement – Interests of Certain Persons in the Arrangement ” and “ Risk Factors – Risk Factors Relating to the Arrangement – The Company’s directors and officers may have interests in the Arrangement that are different from those of Shareholders ”.

Q: Where and when is the Meeting?

A: The Meeting will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time).

Q: What approvals are required by Shareholders at the Meeting?

A: To be effective, the Arrangement Resolution must be approved, with or without variation, by not less than (i) 66[2] /3% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101. For more information, see “The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval”.

Q: Who is entitled to vote on the Arrangement Resolution at the Meeting and how will votes be counted?

A: Shareholders who own Shares as at the close of business on April 3, 2024 may vote on the Arrangement Resolution. Only Registered Shareholders or duly appointed proxyholders are entitled to vote on the Arrangement Resolution. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Holders in order to ensure that their Shares are voted at the Meeting. See “ Information Concerning the Meeting – Non-Registered Holders ”. TSX Trust Company, the Company’s transfer agent and registrar, will count the votes.

As at the Record Date, the number of issued and outstanding Shares was 133,617,327. Each Share confers the right to one vote and entitles the holder thereof as of the Record Date to one vote per Share at the Meeting.

Q. What if I acquire ownership of Shares after the Record Date?

A: Only Shareholders as of the close of business on the Record Date are entitled to receive notice of, attend, be heard and vote at the Meeting.

Q: When is the proxy cut-off?

A: The proxy cut-off is at 10:00 a.m. (Toronto time) on May 6, 2024 (or no later than 48 hours, excluding Saturdays, Sundays and holidays, before any reconvened meeting if the Meeting is adjourned or postponed). The Chair of the Meeting may waive or extend the proxy cut-off without notice.

Q: How do I vote my proxy?

A: A Shareholder wishing to be represented by proxy at the Meeting or any adjournment or postponement thereof must have deposited his, her or its duly executed form of proxy or voting instruction form not later than 10:00 a.m. (Toronto time) on May 6, 2024, or, if the Meeting is adjourned or postponed, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned or postponed Meeting, at the offices of TSX Trust Company, 301- 100 Adelaide Street West, Toronto, Ontario, M5H 4H1 or as otherwise permitted pursuant to the instructions included on such form of proxy or voting instruction form.

Only Registered Shareholders or duly appointed proxy holders are permitted to attend and vote at the Meeting. NonRegistered Holders should follow the instructions provided by your Intermediary to ensure your vote is counted at the Meeting.

The Shares represented by the properly submitted form of proxy will be voted in favour or against in accordance with the instructions of the Shareholder as indicated on such form on any ballot that may be called for at the Meeting and, where a choice is specified in respect of any matter to be acted upon, the Shares will be voted in favour or against accordingly. IN THE ABSENCE OF SUCH A SPECIFICATION, SHARES REPRESENTED BY A PROXY WILL BE VOTED IN FAVOUR OF THE ARRANGEMENT RESOLUTION AND IN FAVOUR OR AGAINST ANY OTHER MATTERS THAT MAY COME BEFORE MEETING.

Q: Can I appoint someone else to vote my proxy?

A: Yes. Each Shareholder has the right to appoint a person or company other than the person named in the accompanying form of proxy, who need not be a Shareholder, to attend and act for him, her or it and on his, her or its behalf at the Meeting or any adjournment or postponement thereof. Any Shareholder wishing to exercise such right may do so by inserting in the blank space provided in the accompanying form of proxy the name of the person or company whom such Shareholder wishes to appoint as a proxy or by duly completing another proper form of proxy, and duly depositing the same before the specified time. For more information, see “ Information Concerning the Meeting – Alternate Proxy ”.

Q: Can I revoke my proxy after I have submitted it?

A: Yes. A Registered Shareholder giving a proxy has the power to revoke it. Such revocation may be made by the Shareholder attending the Meeting, by the Shareholder duly executing another form of proxy bearing a later date and duly depositing the same before the specified time, or by written instrument revoking such proxy executed by the Shareholder or his, her or its attorney authorized in writing or, if the Shareholder is a body corporate, under its corporate seal or by an officer or attorney thereof duly authorized and deposited either at the registered office of the Company located at 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5 at any time up to and including the last Business Day preceding the date of the Meeting or any adjournment or postponement thereof, or with the Chair of the Meeting on the day of, and prior to the start of, the Meeting or any adjournment or postponement thereof, or in any other manner permitted by law, but prior to the exercise of such proxy in respect of any particular matter. If such written instrument is deposited with the Chair of the Meeting on the day of the Meeting or any adjournment or postponement thereof and after the Meeting has commenced, such instrument will not be effective with respect to any matter on which a vote has already been cast pursuant to such proxy.

Non-Registered Holders who wish to change their vote must make appropriate arrangements with their Intermediary and may revoke such voting instructions by following the instructions of such Intermediary and the instructions and limitations set out in this Circular. However, an Intermediary may be unable to take any action on the revocation if such revocation is not provided sufficiently in advance of the Meeting or any adjournment or postponement thereof. For more information, see “ Information Concerning the Meeting – Non-Registered Holders ”.

Q: How do I vote if my Shares are held through an Intermediary/broker account?

A: An Intermediary will vote the Shares held by you only if you provide duly completed instructions to them on how to vote. Without such instructions, your Shares will not be voted. Every Intermediary has its own mailing procedures and provides its own return instruction, which you should carefully follow in order to ensure that your Shares are voted at the Meeting. For more information, see “ Information Concerning the Meeting – Non-Registered Holders ”.

Q. Am I entitled to Dissent Rights?

A: Only Registered Shareholders as of the Record Date are entitled to dissent. Dissent Rights must be exercised by providing written notice to the Company not later than 10:00 a.m. (Toronto time) on May 6, 2024 or 10:00 a.m. (Toronto time) on the Business Day that is two Business Days immediately preceding any adjourned or postponed Meeting in the manner described under the heading “Dissent Rights of Shareholders”. Failure to strictly comply with the dissent procedures described in the Circular may result in the loss or unavailability of any Dissent Right. If a Registered Shareholder properly exercises the Dissent Rights, and the Arrangement is completed, the Dissenting Shareholder will be entitled to be paid the fair value of their Shares as of the close of business on the day before the Arrangement Resolution is adopted. This amount may be the same as, more than or less than the Consideration under the Arrangement.

Non-Registered Holders desiring to exercise Dissent Rights must make arrangements for the Shares beneficially owned by such Shareholder to be registered in the Shareholder’s name prior to the time the written objection to the Arrangement Resolution is required to be received by the Company or, alternatively, make arrangements for the registered holder of such Shares to exercise such Dissent Rights on such Non-Registered Holder’s behalf.

Q: Who can help answer my questions?

A: If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact the Company’s transfer agent, TSX Trust Company, by telephone at the toll free number 1-866-600-5869 (within North America) or 1-416-682-3860 (outside North America), or by e-mail at [email protected].

SUMMARY

The following is a summary of certain information contained in this Circular, including its Appendices. This summary is not intended to be complete and is qualified in its entirety by the more detailed information contained elsewhere in this Circular, including its Appendices. Certain capitalized terms used in this summary are defined in the Glossary of Terms attached hereto as Appendix “A”. Shareholders are urged to read this Circular and its Appendices carefully and in their entirety.

Meeting and Record Date

The meeting will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time). All Shareholders as of the close of business on April 3, 2024 are entitled to vote on the Arrangement Resolution at the Meeting.

Purpose of the Meeting

The purpose of the Meeting is for Shareholders (i) to consider, pursuant to the Interim Order, and to vote on, with or without variation, the Arrangement Resolution, and (ii) to transact such other business as may properly be brought before the Meeting.

How to Attend and Vote at the Meeting

The meeting will be held at Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 on May 8, 2024 at 10:00 a.m. (Toronto time). Only persons shown on the register of Shareholders at the close of business (5:00 p.m. (Toronto time)) on the Record Date, or their duly appointed proxyholders, will be entitled to attend the Meeting and vote on the Arrangement Resolution.

The Arrangement Resolution

At the Meeting, Shareholders will be asked to consider and, if thought advisable, approve the Arrangement Resolution, a copy of which is attached as Appendix “B” to this Circular. See “ The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval ” for a discussion of the shareholder approval requirements to effect the Arrangement.

Effect of the Arrangement

If the Arrangement is completed, each former Shareholder will receive, for each Share, $1.07 in cash, subject to applicable withholding taxes. As a result, upon completion of the Arrangement, the Company will become a whollyowned subsidiary of the Purchaser. In addition, all outstanding Options will be exchanged for cash payment, subject to applicable withholding taxes, in accordance with the terms of the Arrangement and cancelled.

The Parties

The Company

TrueContext is an industry-leading app platform which enables enterprises to adapt, automate, and transform their field service operations with dynamic, quick-to-deploy mobile workflows that capture the complexity of their environment.

TrueContext is a global leader in field intelligence. The Company helps asset-centric organizations rise to the complexity of field service using adaptive workflows, empowering them to know more, do more, and be more. Over 100,000 users trust TrueContext’s connected, adaptive workflows to streamline and inform field service and collect

actionable insights across all levels of operation. The Company’s head office is located at 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5.

The Purchaser

The Purchaser was incorporated under the OBCA and is an entity controlled by Battery. The Purchaser was formed solely for the purpose of engaging in the transactions contemplated by the Arrangement Agreement.

Battery Ventures

Battery partners with exceptional founders and management teams developing category-defining businesses in markets including software and services, enterprise infrastructure, online marketplaces, healthcare IT and industrial technology. Founded in 1983, the firm backs companies at all stages, ranging from seed and early to growth and buyout, and invests globally from six strategic locations: Boston; San Francisco, Menlo Park; Tel Aviv; London; and New York.

Background to the Arrangement

See “ The Arrangement – Background to the Arrangement ” for a summary of the main events that led to the execution of the Arrangement Agreement and certain meetings, negotiations, discussions and actions of the Parties that preceded the execution of the Arrangement Agreement and the public announcement of the Arrangement.

Recommendation of the Special Committee

The Special Committee, having undertaken a thorough review of, and carefully considered, the Arrangement and alternatives thereto, and after consultation with Canaccord Genuity regarding the financial terms of the Arrangement and Blakes regarding legal matters relating to the Arrangement, and after considering the fact that Canaccord Genuity delivered the Fairness Opinion, unanimously determined that the Arrangement is in the best interests of the Company and is fair to Shareholders and accordingly, the Special Committee unanimously recommended that Shareholders vote FOR the Arrangement Resolution. For more information, see “ The Arrangement – Recommendation of the Special Committee ” and “ The Arrangement – Reasons for the Recommendations ”.

The Special Committee was mandated to, among other things, to conduct a strategic review process for the Company. The Special Committee was responsible for reviewing, evaluating and negotiating the terms of proposals received from the Purchaser and other parties as part of the strategic review process, making recommendations to the Board in respect of such proposals, and negotiating the terms of the Arrangement.

Recommendation of the Board

After careful consideration, and after receiving the Fairness Opinion and advice from outside legal counsel, and following the unanimous recommendation of the Special Committee, the Board (with the Conflicted Director abstaining) unanimously determined (i) that the Arrangement is in the best interests of the Company and fair to Shareholders, and (ii) to recommend that Shareholders vote FOR the Arrangement Resolution. For more information, see “ The Arrangement – Recommendation of the Special Committee ”, “ The Arrangement – Recommendation of the Board ” and “ The Arrangement – Reasons for the Recommendations ”.

Reasons for the Recommendations

In determining that the Arrangement is in the best interests of the Company and fair to Shareholders, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including: (i) the premium the Consideration represents to the market value of the Shares; (ii) the certainty of value and immediate liquidity offered by the Arrangement; (iii) the current and future opportunities facing the Company; (iv) the thorough strategic review process undertaken by the Special Committee; (v) the Fairness Opinion, to the effect that the Consideration to be received by Shareholders is fair, from a financial point of view; (vi) the Board’s ability, in certain circumstances, to respond to and engage with third parties submitting unsolicited acquisition proposals; (vii) the Arrangement and the Arrangement Agreement being the result of extensive negotiations; (viii) the

Arrangement has a reasonable likelihood of completion in a timely manner; and (ix) the Arrangement provides satisfactory procedural fairness to the Shareholders.

See “ The Arrangement – Reasons for the Recommendation ”.

Fairness Opinion

On March 12, 2024, Canaccord Genuity rendered its opinion to the Special Committee and the Board to the effect that, as of the date of such opinion, and based upon and subject to the scope of review, assumptions, explanations and limitations set out in the Fairness Opinion and such other matters that Canaccord Genuity considered relevant, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to such Shareholders.

This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion. A copy of the Fairness Opinion, which sets forth the assumptions made, general procedures followed, matters considered and limitations on the review undertaken by Canaccord Genuity, is attached as Appendix “D” to this Circular. See “The Arrangement – Fairness Opinion”. Shareholders are encouraged to read the Fairness Opinion carefully and in its entirety.

The Arrangement

The Arrangement will be completed by way of a Court-approved plan of arrangement under the OBCA pursuant to the terms of the Arrangement Agreement. The Arrangement Agreement provides for the implementation of the Plan of Arrangement, pursuant to which, among other things, the following transactions will occur on the Effective Date:

(a) each Cancelled Option shall be assigned, transferred and surrendered by such Specified Optionholder in consideration for a cash payment from the Company equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions, and each such Cancelled Option shall immediately be cancelled;
(b) each Option (other than the Cancelled Options) outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan or any agreements or other arrangements relating to the Options, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of such Options, be assigned, transferred and surrendered by such holder to the Company in consideration for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings and source deductions, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
(c) (i) each holder of Options (including the Cancelled Options) shall cease to be a holder of such Options, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plan and all agreements and other arrangements relating to the Options shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Plan of Arrangement at the time and in the manner specified in the Plan of Arrangement;
(d) each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred, free and clear of any Liens, without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 5 of the Plan of Arrangement, and (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Article 5 of the Plan of Arrangement, (ii) such Dissenting Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Shares; (iii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and (iv) the Purchaser shall be deemed to be the transferee of such Shares

free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company; and

(e) each Share outstanding immediately prior to the Effective Time held by a Shareholder, other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for a cash payment equal to the Consideration, less any amounts withheld and remitted in accordance with Section 3.3 of the Plan of Arrangement and (i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement, (ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company, and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company.

The Arrangement Resolution must be approved by the affirmative vote of (i) at least 66[ 2] /3% of the votes cast by Shareholders voting together as a single class, and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes required to be excluded pursuant to MI 61-101, in each case present or represented by proxy at the Meeting. See “The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval”.

The Arrangement also requires the approval of the Court. The Company intends, as soon as practicable after approval of the Arrangement Resolution by Shareholders, to seek the Final Order approving the Arrangement.

Finally, completion of the Arrangement is subject to the other terms and conditions specified in the Arrangement Agreement. See “ The Arrangement Agreement ”. Assuming completion of all these steps, it is currently anticipated that the Arrangement will be completed in the second quarter of 2024.

The Plan of Arrangement is attached as Appendix “C” to this Circular and a copy of the Arrangement Agreement is available on SEDAR+ at www.sedarplus.com. For more information, see “ The Arrangement – Arrangement Steps ”.

The Arrangement Agreement

On March 12, 2024, the Company and the Purchaser entered into the Arrangement Agreement. Pursuant to the Arrangement Agreement, the Parties thereto have agreed, among other things, subject to the terms and conditions thereof, to implement the Arrangement on the terms and subject to the conditions set out in the Plan of Arrangement. Under the Arrangement Agreement, the Company has agreed to, among other things, call the Meeting to seek approval of the Arrangement Resolution by the Shareholders and, if approved, apply to the Court for the Final Order. For more information, see “ The Arrangement Agreement ”.

This Circular contains a summary of certain provisions of the Arrangement Agreement, which summary is qualified in its entirety by the full text of the Arrangement Agreement, which is incorporated by reference herein and a copy of which has been filed by the Company on SEDAR+ at www.sedarplus.com. Upon request, the Company will promptly provide a copy of the Arrangement Agreement free of charge to a Shareholder.

Consideration to be Received by Shareholders Pursuant to the Arrangement

Under the terms of the Arrangement, as more particularly described in this Circular, Shareholders will receive in respect of all their Shares, at the Effective Time or as soon as reasonably practicable thereafter, a cash payment of $1.07 per Share.

The Consideration to be received by Shareholders represents a premium of approximately 39.9% to the closing price of the Shares on March 12, 2024, the last trading day prior to the announcement of the Arrangement, a premium of approximately 40.1% to the 20 day volume-weighted average trading price of the Shares as at that date, and a premium of approximately 52.1% to the 60-day volume-weighted average trading price of the Shares as at that date on the TSXV.

Termination Fee

The Arrangement Agreement requires that the Company pay the Termination Fee in certain circumstances. See “ The Arrangement Agreement – Termination Fees and Expenses ”.

Reverse Termination Fee

The Arrangement Agreement requires that the Purchaser pay the Reverse Termination Fee in certain circumstances. See “ The Arrangement Agreement – Termination Fees and Expenses ”.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Special Committee and the Board, Shareholders should be aware that directors and executive officers of the Company have interests in connection with the transactions contemplated by the Arrangement that may create actual or potential conflicts of interest in connection with such transactions. See “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

Sources of Funds for the Arrangement

The total amount of funds required to complete the Arrangement will be provided by the Purchaser through a combination of equity and debt financing commitments. See “ The Arrangement – Sources of Funds for the Arrangement ”.

On March 12, 2024, the Purchaser and the Guarantors entered into an equity commitment letter (the “ Equity Commitment Letter ”), which was delivered to the Company, pursuant to which the Guarantors have agreed to capitalize the Purchaser in connection with the Closing and to contribute to the Purchaser’s source of funds for the Arrangement, on the terms and subject to the conditions set forth therein. Additionally, on March 12, 2024, the Company and the Guarantors entered into a limited guaranty (the “ Limited Guaranty ”) pursuant to which the Guarantors guaranteed the obligations of the Purchaser in the event that the Reverse Termination Fee becomes payable by the Purchaser to the Company, on the terms and subject to the conditions set forth therein.

Stock Exchange Delisting and Ceasing Reporting Issuer Status

It is expected that the Shares, which are currently listed for trading on the TSXV, will be de-listed from the TSXV following completion of the Arrangement. The Purchaser also expects to apply to have the Company cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada. For more information, see “ The Arrangement – Certain Legal and Regulatory Matters – Stock Exchange Delisting and Ceasing Reporting Issuer Status ”.

Depositary Agent

The Company has engaged TSX Trust Company to act as Depositary for the receipt of Letters of Transmittal and, where applicable, certificates or DRS Advices.

Shareholder Approval

To become effective, the Arrangement Resolution must be approved, with or without variation, by not less than (i) 66[2] /3% of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, excluding for this purpose votes attached to Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with MI 61-101 (“ Shareholder Approval ”).

The Arrangement Resolution must receive Shareholder Approval in order for the Company to seek the Final Order and implement the Arrangement on the Effective Date. For more information, see “The Arrangement – Certain Legal and Regulatory Matters – Shareholder Approval”.

Letter of Transmittal

Registered Shareholders will have received with this Circular a Letter of Transmittal. In order to receive the Consideration, Registered Shareholders must complete and sign the applicable Letter of Transmittal enclosed with this Circular and deliver it and any additional documents required by it, including the certificate(s) or DRS Advice(s) representing the Shares, to the Depositary in accordance with the instructions contained in the applicable Letter of Transmittal. Non-Registered Holders holding Shares that are registered in the name of an Intermediary must contact their Intermediary to arrange for the surrender of their Shares. For more information, see “ Procedures for the Surrender of Certificates and Payment of Consideration”.

Court Approval of the Arrangement

The Arrangement requires approval by the Court under Section 182 of the OBCA. A copy of the Notice of Application applying for the Final Order approving the Arrangement is attached hereto as Appendix “F”. Subject to the approval of the Arrangement Resolution by Shareholders at the Meeting, the hearing in respect of the Final Order is expected to take place on or about May 13 , 2024 at 12:00 p.m. (Toronto time) by video conference, or as soon thereafter as is reasonably practicable. At the hearing, the Court will consider, among other things, the fairness and reasonableness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit. For more information, see “ The Arrangement – Certain Legal and Regulatory Matters – Court Approval ”.

Voting Support Agreements

On March 12, 2024, the Purchaser entered into Voting Support Agreements with the Company’s directors and officers and certain Supporting Shareholders (collectively beneficially owning and/or exercising control or direction over, an aggregate of 102,306,679 Shares, which represented approximately 76.6% of the issued and outstanding Shares as of the Record Date). Pursuant to the Voting Support Agreements, such directors and officers and the Supporting Shareholders have agreed, among other things, to vote their Shares FOR the Arrangement Resolution.

Rights of Dissent

Registered Shareholders may exercise, pursuant to and in the manner set forth in Section 185 of the OBCA, their Dissent Rights in connection with the Arrangement Resolution, as modified by the Interim Order, the Final Order and the Plan of Arrangement. The dissent procedures require that a Shareholder who wishes to dissent ensure that a written notice of dissent to the Arrangement Resolution is sent to the Company c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 Attention: Ryan Morris or by e-mail at: [email protected] to be received no later than 10:00 a.m. (Toronto time) on May 6, 2024 or 10:00 a.m. (Toronto time) or the date that is at least two Business Days immediately prior to any date to which the Meeting may be adjourned or postponed, and must otherwise strictly comply with the dissent procedures described. For more information, see “ Dissent Rights of Shareholders ”.

There can be no assurance that a Shareholder that dissents will receive consideration for his, her or its Shares of equal or greater value to the Consideration such Shareholder would have received on completion of the Arrangement if such Shareholder did not exercise its Dissent Rights. Only Registered Shareholders are entitled to dissent. Shareholders should carefully read the section in this Circular titled “ Dissent Rights of Shareholders ” if they wish to exercise Dissent Rights and seek their own legal advice as failure to strictly comply with the dissent procedures in Section 185 of the OBCA, as modified and supplemented by the Interim Order and the Plan of Arrangement, will result in the loss or unavailability of the right to dissent. See Appendices “E” and “G” to this Circular for a copy of the Interim Order and certain information relating to the Dissent Rights.

Dissenting Shareholders who are ultimately determined to be entitled to be paid the fair value of the Shares in respect of which they have exercised Dissent Rights will have their Shares transferred to the Purchaser in consideration for a right to be paid the fair value (less any applicable withholding) of such Shares in accordance with the Plan of Arrangement. Each such Dissenting Shareholder will cease to be a holder of Shares, and their name will be removed from the register of holder of Shares, as of the Effective Date.

Dissenting Shareholders who validly withdraw their Dissent Rights or who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Shares will be deemed to have participated in the Arrangement on the same basis as a non-Dissenting Shareholder.

In addition to any other restrictions under Section 185 of the OBCA, holders of Shares who vote in favour of the Arrangement Resolution or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution, shall not be entitled to exercise Dissent Rights and shall be deemed to have not exercised Dissent Rights in respect of such Shares.

No rights of dissent shall be available to holders of Options in connection with the Arrangement.

Certain Canadian Federal Income Tax Considerations

This Circular contains a summary of certain Canadian federal income tax considerations generally applicable to certain Shareholders who, under the Arrangement, dispose of their Shares to the Purchaser for cash. All Shareholders should consult their own independent tax advisors regarding relevant federal, state, provincial, territorial or other tax considerations of the Arrangement having regard to their own circumstances.

Risk Factors

Shareholders should consider a number of risk factors relating to the Arrangement in evaluating whether to approve the Arrangement Resolution. These risk factors are discussed herein and/or in certain sections of publicly filed documents. See “ Risk Factors ”.

THE ARRANGEMENT

Background to the Arrangement

The terms and conditions of the Arrangement Agreement are the result of a comprehensive strategic review process and extensive arm’s length negotiations among the Special Committee, the Company and the Purchaser, and their respective legal and financial advisors. The following is a summary of the principal events, meetings, negotiations and discussions leading up to the execution and public announcement of the Arrangement Agreement.

The Board regularly evaluates the Company’s strategic direction and ongoing business plans and reviews possible ways to increase long-term shareholder value. As part of these evaluations, the Board periodically assesses the Company’s competitive position and actively monitors industry trends, the Company’s short- and long-term operating performance and its stock price performance.

In early 2023, the Board observed that the Shares were persistently trading at a discount to management of the Company’s (“ Management ”) belief of the intrinsic value of the Shares. At this time, the Board also received feedback from shareholders expressing frustration with the market value of the Shares.

In September 2023, the Company received an unsolicited proposal from a financial sponsor with existing assets in the field intelligence and workflows space (“ Party A ”) offering to acquire all of the outstanding Shares for a modest premium to the prevailing Share price of the Company and requesting that the Company negotiate exclusively with Party A and not undertake a competitive sale process. In considering Party A’s proposal, the Board had concerns with the non-binding and conditional nature of Party A’s proposal, the low premium proposed, and Party A’s request for exclusivity prior to the Company having undertaken any form of sale process.

In light of the interest from Party A, and the Board’s view that the intrinsic value of the Company was not reflected in the trading price for the Shares, in October 2023, the Board formed the Special Committee, comprised of Catherine Sigmar as Chair, D. Neil McDonnell and Terry Matthews, each of whom is independent. The Special Committee was mandated to, among other things, conduct a strategic review process for the Company and explore various strategic alternatives for the Company, including the proposal from Party A as well as maintaining the status quo. The Special Committee was responsible for reviewing, evaluating and negotiating the terms of proposals received from the Purchaser and other parties as part of the strategic review process, making recommendations to the Board in respect of such proposals, and negotiating the terms of the Arrangement. The Special Committee engaged Blakes as its independent legal counsel. The Special Committee also reviewed proposals from potential financial advisors and retained Canaccord Genuity as financial advisor to the Company to undertake a broad market canvass to determine potential interest in a strategic transaction involving the Company.

On November 27, 2023, Canaccord Genuity presented an update to the Special Committee regarding various strategic alternatives for the Company and approach to conducting outreach to potential acquirors as part of the strategic review process. The Board and Special Committee also discussed with Canaccord Genuity the appropriate timing for undertaking an outreach to potential acquirors. Following this presentation and discussion, the Special Committee granted permission to Canaccord Genuity to begin contacting, on a confidential basis, potential purchasers to solicit interest in a strategic transaction with the Company.

Following this meeting, Canaccord Genuity contacted financial sponsor-backed strategic purchasers, financial sponsors focused on vertical software as a service, strategic purchasers and parties that previously expressed interest in the Company and the Company negotiated and entered into approximately 40 confidentiality and standstill agreements with interested third parties. Interested parties that entered into a confidentiality and standstill agreement were granted access to the Company’s data room containing additional information regarding the Company and its business. The Company also held virtual and on-site meetings with a number of interested parties.

In early January 2024, Canaccord Genuity sent formal Phase I process letters to parties that remained interested in entering into a strategic transaction with the Company. Non-binding indications of interest for a possible acquisition of the Company were to be provided on or before January 25, 2024 for certain parties and February 6, 2024 for parties that were engaged later in the process. The Company received non-binding indications of interest on January 25, 2024 from six prospective purchasers, including the Purchaser, all of which were subject to the completion of additional

due diligence. Party A did not submit an indication of interest at this time. The Company received two non-binding indications of interest from two additional prospective purchasers on February 6, 2024.

The Special Committee met on February 7, 2024 to discuss the non-binding indications of interest received. At the meeting, the Special Committee discussed with Canaccord Genuity and Blakes the next steps in the strategic review process. The Special Committee also instructed Canaccord Genuity to invite seven of the eight parties that submitted initial indications of interest, including the Purchaser, into the second phase of the strategic review process. Canaccord Genuity sent such parties formal Phase II process letters which requested final binding letters of intent, along with mark-ups of the form of arrangement agreement provided by the Company, to be submitted by February 29, 2024.

Following the Special Committee meeting on February 7, 2024, one additional party submitted a non-binding indication of interest, and another party revised its offer price range in its initial non-binding indication of interest. The Special Committee instructed Canaccord Genuity to invite this additional party into the second phase of the strategic review process and Canaccord Genuity also sent such party a Phase II process letter.

The Special Committee met with Canaccord Genuity and Blakes on February 12 and 19, 2024 to receive updates regarding the strategic review process and activity of counterparties. During this time, Management also conducted numerous meetings with such counterparties.

On February 22, 2024, the Company received a non-binding indication of interest from Party A, which included a request for exclusivity. Following receipt, the Special Committee met on February 26, 2024 with Canaccord Genuity and Blakes to discuss Party A’s request. The Special Committee determined that the offer by Party A did not warrant suspension of the strategic review process to enter into exclusivity with Party A. Among other things, the Special Committee noted that Party A had not been fully engaged in the sale process being conducted by Canaccord Genuity and likely had not conducted as much due diligence as other participants in such process. The Special Committee instructed Canaccord Genuity to provide Party A with a Phase II process letter to invite Party A to participate with other bidders in the sale process. Canaccord Genuity also provided an update to the Special Committee that three parties that were invited into the Phase II process had made no further progress and that they expected four or five acquisition proposals (“ Phase II Proposals ”) to be made (excluding Party A).

On March 2, 2024, the Special Committee met with Canaccord Genuity and Blakes to discuss the Phase II Proposals that were received from four counterparties, including the Purchaser. The indicative prices in the Phase II Proposals ranged from $0.85 to $1.01 per Share. Party A also submitted a mark-up of the draft arrangement agreement but not an indicative price. Each counterparty, including counterparties hereafter referred to as “ Party B ”, “ Party C ” and “ Party D ”, indicated that its Phase II Proposal remained subject to finalization of due diligence and each counterparty submitted a mark up of the draft arrangement agreement and requested the exclusive right to negotiate and settle the terms of such agreement with the Company. None of the Phase II Proposals were subject to financing conditions. The Special Committee discussed the Phase II Proposals with Canaccord Genuity and Blakes. Following these discussions, the Special Committee determined that it would continue negotiations with Party B and Party C and instructed Canaccord Genuity to provide Party B and Party C with an issues list outlining the material commercial issues of each party’s Phase II Proposal.

Following the March 2, 2024 meeting, the Purchaser and Party D submitted updated proposals that included increased purchase prices. Canaccord Genuity then provided the Purchaser and Party D with an issues list outlining the material commercial issues of each party’s Phase II Proposal.

The Special Committee convened with Canaccord Genuity and Blakes on March 4, 2024 to discuss the revised Phase II Proposals and to receive an update from Canaccord Genuity on additional feedback from the counterparties. The Special Committee considered various next steps. The Special Committee determined that Canaccord Genuity should return to all parties to request that they submit their “best and final” proposals by the next morning and that the Special Committee would reconvene the next day to discuss. Following the meeting, the Company received a proposal from Party A, but such proposal was subject to further due diligence, including customer calls and substantial third-party due diligence (including legal, accounting, tax and background checks).

On March 5, 2024, the Special Committee met with Canaccord Genuity and Blakes. Canaccord Genuity indicated that each of the Purchaser, Party B, Party C and Party D submitted proposals with each increasing their respective purchase prices. Certain parties also indicated they would not consider any further purchase price increases. At the meeting, the

Special Committee engaged in a discussion with Management, Canaccord Genuity and Blakes and carefully considered each proposal. In particular, the Special Committee was focused on which parties were most advanced in their due diligence and would be the most likely to achieve a successful transaction with the Company, including parties that had substantially completed due diligence and had made proposals with the fewest conditions to closing. The Special Committee also considered each party’s plan for employees of the Company and any perceived disruptions to the Company’s employees following closing of a transaction. Following discussion and consideration of the foregoing factors, the Special Committee determined that it was advisable to recommend entering into exclusive negotiations with the Purchaser after the Purchaser increased its purchase price to $1.07 per Share. The Company agreed to negotiate exclusively with the Purchaser for a period of seven business days in respect of the acquisition by the Purchaser of all the outstanding Shares. This exclusivity period would be extended automatically for up to two successive five business day increments provided that the Purchaser reconfirm the purchase price and was working in good faith towards entering into a definitive agreement.

Diligence, as well as further discussions between the Purchaser and the Company, and their respective advisors, continued during the exclusivity period. During this period, the Purchaser invited Alvaro Pombo, Co-CEO of the Company to reinvest a portion of his proceeds from the sale of his Shares into equity interests of the Purchaser or an affiliate thereof and also discussed with Mr. Pombo the potential creation of a new management equity plan postclosing that would include Mr. Pombo and other key members of management. Legal counsel for the Company and the Purchaser continued to negotiate the Arrangement Agreement, the Plan of Arrangement, the Voting Support Agreements, the Equity Commitment Letter and the Limited Guaranty.

On March 8, 2024, Party A submitted a further revised proposal to acquire the outstanding Shares at a price of $1.08 per Share. Party A’s revised proposal included significant conditions to closing. Following receipt of the proposal, Canaccord Genuity responded to Party A that the Company had entered into exclusive negotiations with another party. Canaccord Genuity also notified the Purchaser of the unsolicited proposal from Party A as required by the exclusivity agreement with the Purchaser.

The Special Committee met with Canaccord Genuity and Blakes on March 9, 2024 to receive an update on negotiations with the Purchaser and to discuss the revised proposal from Party A. The Special Committee noted that Party A had not followed the process that was being run, that it was not as advanced in its due diligence as the Purchaser and that there was a higher risk that a transaction with Party A would not be completed or would take longer than achieving a successful transaction with the Purchaser. Following discussion and consideration of the foregoing factors, the Special Committee determined to continue negotiations with the Purchaser. The Special Committee and Management also discussed the Company’s position on the remaining outstanding issues to the Arrangement Agreement.

Between March 9, 2024 and March 12, 2024, the Special Committee, its advisors and the Company’s advisors continued to engage with the Purchaser and its advisors to negotiate the terms of the Arrangement and the Arrangement Agreement.

On March 12, 2024, the Board and Special Committee held a joint meeting to consider approval of the Arrangement. Mr. Pombo declared an interest in the Arrangement and abstained from voting in connection with the matters to be considered by the Board. At the meeting, Canaccord Genuity presented its verbal opinion that the consideration of $1.07 in cash per Share to be received by Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders. See “ The Arrangement – Fairness Opinion”. Blakes also provided a summary of the key terms of the Arrangement Agreement. The Special Committee moved to an in camera meeting to review and assess the Arrangement Agreement, the Arrangement and to determine whether or not to recommend the Arrangement to the Board.

The Special Committee conducted a thorough review and assessment of: (i) the Arrangement; (ii) the Arrangement Agreement; (iii) alternative transactions reasonably available to the Company, (iv) advice from legal counsel and Canaccord Genuity, including the verbal Fairness Opinion; (v) the fact that holders of approximately 76% of the outstanding Shares were prepared to sign Voting Support Agreements in respect of the Arrangement, and (vi) the potential benefits and risks in proceeding with the Arrangement (including those matters described under “ The Arrangement – Reasons for the Recommendations ”).

After completing its assessment of the Arrangement and the opportunities available to the Company, the Special Committee resolved unanimously to recommend that the Board (i) approve the entering into of the Arrangement

Agreement, (ii) proceed with the proposed Arrangement on the basis that the Arrangement is fair, from a financial point of view, to the Shareholders and is in the best interests of the Company, and (iii) recommend that the Shareholders vote FOR the Arrangement Resolution.

Subsequently, the meeting of the Board resumed and the Special Committee delivered its recommendation to the Board. Following careful consideration of the recommendation of the Special Committee, among other things, the Board (with Mr. Pombo abstaining as an interested director) (i) unanimously determined that the Arrangement is in the best interests of the Company and fair to the Shareholders; (ii) unanimously authorized the Company to proceed with the Arrangement and enter into the Arrangement Agreement; and (iii) determined to unanimously recommend that the Shareholders vote FOR the Arrangement Resolution. See “ The Arrangement – Reasons for the Recommendations ”.

On the evening of March 12, 2024, the Parties entered into the Arrangement Agreement and the Purchaser entered into voting and support agreements with directors and officers of the Company, as well as the Supporting Shareholders representing, in the aggregate, approximately 76.6% of the issued and outstanding Shares as of the Record Date. The Company publicly announced the execution of the Arrangement Agreement and the transactions contemplated by the Arrangement on March 13, 2024.

Recommendation of the Special Committee

The Special Committee, after careful consideration and having taken into account such matters as it considered relevant including after receiving the Fairness Opinion and advice from outside financial and legal advisors, unanimously determined that the Arrangement is in the best interests of the Company and fair to Shareholders and unanimously recommended that the Board determine that the Arrangement is in the best interests of the Company and fair to Shareholders and recommend that Shareholders vote FOR the Arrangement Resolution.

Recommendation of the Board

Reasons for the Recommendations

In determining that the Arrangement is in the best interests of the Company, and in making their respective recommendations, the Special Committee and the Board considered and relied upon a number of factors, including, among others, those listed below. The Special Committee and the Board did not attempt to assign relative weights to the various factors and individual members of the Special Committee and the Board may have given different weights to different factors. The following discussion of the information and factors considered and evaluated by the Special Committee and the Board is not intended to be exhaustive of all factors considered and evaluated by the Special Committee and the Board and is not presented in any order of priority. The conclusions and recommendations of the Special Committee and the Board were made in light of the totality of the information and factors considered.

Among other things, the Special Committee and the Board considered the following factors:

(a) the Consideration offered to Shareholders under the Arrangement is all cash, which allows such Shareholders to immediately realize value for all of their investment and provides certainty of value and immediate liquidity. The Consideration to be received by pursuant to the Arrangement represents a 39.9% premium to the closing price of the Shares on the TSX on March 12, 2024, the last trading day prior to the announcement of the Arrangement, a 40.1% premium to the 20-day volume-weighted average trading price of the Shares on the TSX as of March 12, 2024 and a 52.1% premium to the 60-day volume-weighted average trading price of the Shares on the TSX as of March 12, 2024;
(b) the Arrangement is the result of arm’s-length negotiations with Battery;

(c) the Arrangement is following a thorough strategic review process that was undertaken by the Company and overseen by the Special Committee;
(d) the Special Committee’s evaluation of the Consideration as compared to the historical market prices of the Shares, the lack of liquidity in the public market for the Shares which would result in potential difficulty for Shareholders to dispose of such Shares, and the degree of volatility in the market price of the Shares and the capital markets in the past 12 months;
(e) the Special Committee’s assessment of the alternatives to the Arrangement, including the alternative of not entering into the Arrangement and the potential effects on the Company should it continue as a stand-alone entity, including the evolving competitive environment in the Company’s key markets and the execution risk associated with the Company’s business plan;
(f) the receipt of the fairness opinion from Canaccord Genuity, financial advisor to the Special Committee, which concluded that, based upon and subject to the scope of review, assumptions, explanations and limitations set out in the Fairness Opinion and such other matters that Canaccord Genuity considered relevant, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view to such Shareholders. The complete text of the Fairness Opinion is attached as Appendix “D”. Shareholders are urged to read the Fairness Opinion carefully and in its entirety. See “ The Arrangement – Fairness Opinion ”;
(g) the directors and officers and certain Supporting Shareholders have entered into Voting Support Agreements, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 76.6% of the Shares outstanding as of the Record Date, in favour of the Arrangement at the Meeting;
(h) the likelihood, after consultation with their legal and financial advisors, that the Arrangement would be completed based on, among other things, Battery’s proven ability to complete large acquisition transactions, Battery’s extensive experience in the technology industry, the absence of a financing contingency, the limited conditionality of the Arrangement Agreement and the approximately $9.4 million Reverse Termination Fee, payable to the Company by the Purchaser if the Arrangement Agreement is terminated in certain circumstances, which payment is guaranteed by certain Battery funds;
(i) under the Arrangement Agreement, the Company has the right to terminate the Arrangement Agreement, under certain circumstances, in order to enter into a definitive agreement providing for the implementation of a superior proposal if the Board determines in good faith, after consultation with outside legal counsel and financial advisors, taking into account any changes to the Arrangement Agreement proposed in writing by the Purchaser, that the superior proposal continues to constitute a superior proposal, upon payment of a termination fee of approximately $6.3 million;
(j) that there are no regulatory issues which are expected to arise in connection with the Arrangement so as to prevent the consummation of the Arrangement;
(k) the Arrangement is expected to benefit the employees of the Company based on the intention and plan of Battery to establish a new incentive plan for employees of the Company following completion of the Arrangement; and that the Arrangement is otherwise expected to benefit the Company and its stakeholders;
(l) the Arrangement must be approved by not only two-thirds of the votes cast by Shareholders, but also by a majority of the minority Shareholders in accordance with MI 61-101(the “ Minority Approval Vote ”); and
(m) completion of the Arrangement will be subject to a judicial determination as to its fairness by the Court.

In the course of their deliberations, the Special Committee and the Board also considered a number of potential risks and potential negative factors relating to the Arrangement, including:

(a) the risks to the Company if the Arrangement is not completed, including the costs to the Company in pursuing the Arrangement, the diversion of management’s attention away from conducting the Company’s business

in the Ordinary Course and the potential impact on the Company’s current business relationships (including with current, future and prospective employees, customers, suppliers and partners);

(b) that, if the Arrangement is successfully completed, the Company will no longer exist as an independent public company and the consummation of the Arrangement will eliminate the opportunity for Shareholders to participate in any potential future earnings or growth;
(c) the conditions to the Purchaser’s obligation to complete the Arrangement and the right of the Purchaser to terminate the Arrangement Agreement under certain limited circumstances;
(d) the potential payment of the Termination Fee by the Company, being approximately $6.3 million upon the termination of the Arrangement Agreement in order to accept a Superior Proposal and right to match granted to the Purchaser could discourage other potential bidders from making a competing bid to acquire the Company;
(e) the restrictions imposed pursuant to the Arrangement Agreement on the conduct of the Company’s business during the period between the Arrangement Agreement and the consummation of the Arrangement; and
(f) the fact that the Arrangement will be a taxable transaction to the Shareholders resident in Canada and, as a result, such Shareholders will generally be required to pay taxes on any gains that result from their receipt of the Consideration pursuant to the Arrangement.

After taking into account all of the factors set forth above, as well as others, the Special Committee and the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Arrangement were outweighed by the potential benefits of the Arrangement to the Shareholders.

The foregoing includes forward-looking information and the reasons and potential issues are subject to various risks and assumptions. See “ Cautionary Statement Regarding Forward-Looking Statements ” and “ Risk Factors ”.

Fairness Opinion

In deciding to recommend to the Board that it approve the Arrangement, the Special Committee, and in deciding to approve the Arrangement, the Board considered, among other things, the Fairness Opinion, first provided verbally and subsequently confirmed in writing. The Fairness Opinion was only one of many factors considered by the Special Committee and the Board in evaluating the Arrangement and was not determinative of the views of the Special Committee and the Board with respect to the Arrangement or the Consideration set forth in the Arrangement Agreement. For purposes of rendering the Fairness Opinion, Canaccord Genuity reviewed and relied upon the documents and information specified in the Fairness Opinion.

Canaccord Genuity was engaged by the Company, on behalf of the Special Committee, as a financial advisor to the Company and the Special Committee pursuant to an engagement agreement dated as of November 27, 2023 (the “ Canaccord Genuity Engagement Agreement ”). Pursuant to the Canaccord Genuity Engagement Agreement, Canaccord Genuity agreed to provide, among other things, financial analysis and advice and if requested, to deliver to the Special Committee an opinion as to the fairness, from a financial point of view, of the consideration to be received by the Company or the Shareholders in certain specified transactions. Pursuant to the terms of the Canaccord Genuity Engagement Agreement, the Company is obligated to pay Canaccord Genuity certain fees for its services, a portion of which was payable upon delivery of the Fairness Opinion to the Special Committee (with no part being contingent upon the Fairness Opinion being favourable or dependent upon success of the Arrangement) and a significant portion of which is contingent on completion of the Arrangement or any alternative transaction and a fee payable in the event the Arrangement is not completed and a break-up fee or termination fee is paid to the Company. The Company has also agreed to reimburse Canaccord Genuity for its reasonable out-of-pocket expenses and to indemnify Canaccord Genuity in respect of certain liabilities that might arise in connection with the engagement of Canaccord Genuity. At the meeting of the Special Committee and the Board held on March 12, 2024 to evaluate the Arrangement, Canaccord Genuity delivered an oral opinion, which was subsequently confirmed in writing by the delivery of the Fairness Opinion. The oral opinion from Canaccord Genuity reflected the determination that, as of March 12, 2024, and based upon and subject to the scope of review, assumptions, explanations, and limitations set out

in the Fairness Opinion and such other matters that Canaccord Genuity considered relevant, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to such Shareholders.

The Fairness Opinion was given as of March 12, 2024 and Canaccord Genuity has disclaimed any undertaking or obligation to advise any person of any change in any fact or matter affecting the Fairness Opinion after such date. Canaccord Genuity reserves the right to change, modify or withdraw the Fairness Opinion in the event that there is a material change in any fact or matter affecting the Fairness Opinion after the date thereof or if Canaccord Genuity learns that the information relied upon was inaccurate, incomplete or misleading in any material respect.

The full text of the Fairness Opinion is attached hereto as Appendix “D” and incorporated by reference into this Circular. The Fairness Opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and explanations and limitations on the scope of the review undertaken by Canaccord Genuity in rendering the Fairness Opinion. Shareholders are urged to, and should, read the Fairness Opinion carefully and in its entirety. The Fairness Opinion is directed to the Special Committee and the Board and addresses, as of the date of the Fairness Opinion, only the fairness, from a financial point of view, of the Consideration to be received by Shareholders pursuant to the Arrangement. The Fairness Opinion did not address any other aspect of the transaction contemplated by the Arrangement Agreement and does not constitute a recommendation to Shareholders as to how to vote at the Meeting. The summary of the Fairness Opinion set forth in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion.

The Fairness Opinion was provided for the sole use and benefit of the Special Committee and the Board and may not be used by any other person or relied upon by any other person other than the Special Committee and the Board, or used for any other purpose, without the express prior written consent of Canaccord Genuity. The advisors at Canaccord Genuity are not legal, tax or accounting experts, were not engaged to review any legal, tax or accounting aspects of the Arrangement and expressed no opinion concerning any legal, tax or accounting matters concerning the Arrangement. Without limiting the generality of the foregoing, Canaccord Genuity has not reviewed and is not opining upon the tax treatment under the Arrangement.

Arrangement Steps

The following summarizes the material terms of the Arrangement and does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement filed on SEDAR+ at www.sedarplus.com and the Plan of Arrangement attached as Appendix “C” hereto.

The Arrangement will be implemented by way of a statutory plan of arrangement under Section 182 of the OBCA pursuant to the terms of the Arrangement Agreement. The following procedural steps must be taken in order for the Arrangement to become effective:

(a) the Arrangement Resolution must be approved by Shareholders by the Shareholder Approval in the manner set forth in the Interim Order;
(b) the Court must grant the Final Order approving the Arrangement;
(c) all conditions precedent to the Arrangement, as set out in the Arrangement Agreement, must be satisfied or waived (if permitted) by the appropriate Party; and
(d) the Articles of Arrangement, prepared in the form prescribed by the OBCA, must be filed with the OBCA Director and a Certificate of Arrangement issued pursuant thereto.

If all conditions for the implementation of the Arrangement have been satisfied or waived (if permitted), the steps, qualified in their entirety by the full text of the Plan of Arrangement attached to this Circular as Appendix “C” , described in “ The Arrangement – Implementation and Particulars of the Arrangement – The Plan of Arrangement ”, will occur under the Plan of Arrangement at the Effective Time.

Pursuant to the terms of the Plan of Arrangement, at the Effective Time each of the following events shall occur and shall be deemed to occur sequentially as set out below without any further authorization, act or formality, in each case, unless stated otherwise, effective as at five-minute intervals starting at the Effective Time:

(a) each Cancelled Option shall be assigned, transferred and surrendered by such Specified Optionholder in consideration for a cash payment from the Company equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions, and each such Cancelled Option shall immediately be cancelled;
(b) each Option (other than the Cancelled Options) outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan or any agreements or other arrangements relating to the Options, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of such Options, be assigned, transferred and surrendered by such holder to the Company in consideration for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings and source deductions, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
(c) (i) each holder of the Option (including Cancelled Options) shall cease to be the holder of such Options, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plan and all agreements and other arrangements relating to the Options shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 3.1(a) or Section 3.1(b) of the Plan of Arrangement at the time and in the manner specified in Section 4.2(2) of the Plan of Arrangement;
(d) each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised (and not withdrawn or been deemed to have withdrawn prior to the Effective Time) shall be deemed to have been assigned and transferred free and clear of any Liens, without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 5 of the Plan of Arrangement, and: (i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Article 5 of the Plan of Arrangement; (ii) such Dissenting Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Shares; (iii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and (iv) the Purchaser shall be deemed to be the transferee of such Shares free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company; and
(e) each Share outstanding immediately prior to the Effective Time held by a Shareholder, other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for a cash payment equal to the Consideration, less any amounts withheld and remitted in accordance with Section 3.3 of the Plan of Arrangement and: (i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement; (ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and (iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company.

Effective Date

The Arrangement will become effective on the date shown on the Certificate of Arrangement to be endorsed by the Director on the Articles of Arrangement giving effect to the Arrangement in accordance with the OBCA.

Effect of the Arrangement on Shares

Pursuant to the Arrangement, Shareholders (other than those who validly exercise their Dissent Rights) will receive, in accordance with the terms and conditions set forth in the Plan of Arrangement, a cash payment of $1.07 per Share from the Purchaser, subject to any withholdings or deductions required to be made pursuant to the Plan of

Arrangement. See “ The Arrangement – Arrangement Steps – The Plan of Arrangement ” and “ The Arrangement Agreement ”.

Dissenting Shareholders will be deemed to have transferred their Shares to the Purchaser, and will cease to have any rights as Shareholders other than the right to be paid the fair value for such Shares in accordance with the Plan of Arrangement. See “ Dissent Rights of Shareholders ”.

Effect of the Arrangement on Options

If the Arrangement is completed, each Option (other than the Cancelled Options) outstanding immediately prior to the Effective Time (whether vested or unvested), notwithstanding the terms of the Stock Option Plan or any agreements or other arrangements relating to the Options, shall be deemed to be unconditionally vested and exercisable, and such Option (other than the Cancelled Options) shall, without any further action by or on behalf of a holder of Options, be assigned, transferred, and surrendered by such holder to the Company in exchange for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings and source deductions, and each such Option shall immediately be cancelled.

Each Cancelled Option outstanding immediately prior to the Effective Time shall be assigned, transferred and surrendered by such Specified Optionholder in consideration for a cash payment from the Company equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions and each such Cancelled Option shall immediately be cancelled.

Sources of Funds for the Arrangement

The total amount of funds required to complete the Arrangement will be provided through a combination of equity financing and debt financing. Concurrently with the execution and delivery of the Arrangement Agreement, the Purchaser and the Guarantors entered into the Equity Commitment Letter, which was delivered to the Company. The Company and the Guarantors also entered into the Limited Guaranty pursuant to which each of the Guarantors has severally and not jointly guaranteed the obligation of the Purchaser to pay the Reverse Termination Fee in the event the Reverse Termination Fee becomes payable by the Purchaser.

Equity Financing Commitment

Pursuant to the Equity Commitment Letter, each Guarantor has committed, severally and not jointly according to the terms and conditions and such Guarantor’s respective percentage as set forth in the Equity Commitment Letter, that (i) upon satisfaction or waiver by the Purchaser of each of the conditions to Purchaser’s obligations to consummate the Arrangement set forth in Sections 6.1 and 6.2 of the Arrangement Agreement, other than those conditions that are to be satisfied by actions to be taken on the Effective Date, and (ii) the consummation of the Closing, such Guarantor shall purchase, or shall cause the purchase of, equity securities of the Purchaser (directly or indirectly through one or more entities that own, directly or indirectly, all or substantially all of the equity interests of Purchaser) as of the Closing for an aggregate purchase price equal to the amount required to be paid by the Purchaser in connection with Closing.

Debt Financing Commitment

Pursuant to the Debt Commitment Letter, each lender party thereto has committed, subject to the terms and conditions set forth therein, to lend the amounts set forth therein for, among other things, the purpose of financing the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement.

Limited Guaranty

Pursuant to the Limited Guaranty, each Guarantor irrevocably and unconditionally guarantees (as primary obligor and not merely as surety), severally and not jointly, to the Company, subject to the terms and conditions set forth in the Limited Guaranty, and in accordance with such Guarantor’s respective percentage as set forth in the Limited Guaranty of the Purchaser’s monetary obligation to pay to the Company the Reverse Termination Fee pursuant to and in accordance with Section 8.2(4) of the Arrangement Agreement. In no event shall the Guarantor’s maximum aggregate liability under the Limited Guaranty exceed the damages cap set out in the Limited Guaranty.

Intentions of Directors, Officers and Supporting Shareholders

Each of the Supporting Shareholders and the directors and officers of the Company (collectively holding, directly or indirectly, or exercising control or direction over, an aggregate of 102,306,679 Shares, which represented approximately 76.6% of the issued and outstanding Shares, in each case as of the Record Date) have entered into a Voting Support Agreement pursuant to which such Supporting Shareholders, director or officer has agreed to, among other things, vote all of such individual’s or entity’s Shares in favour of the Arrangement Resolution.

Interests of Certain Persons in the Arrangement

In considering the recommendation of the Special Committee and the Board with respect to the Arrangement, Shareholders should be aware that certain directors and officers of the Company have interests in connection with the transactions contemplated by the Arrangement or may receive benefits in connection therewith that may differ from, or be in addition to, the interests of Shareholders generally, and which may create actual or potential conflicts of interest in connection with such transactions as described below. Other than the interests and benefits described below, or as described in “ Certain Canadian Legal Matters – Collateral Benefits ” and “ Information Concerning the Company – Ownership of Securities of the Company ”, none of the directors or officers of the Company or, to the knowledge of the directors and officers of the Company, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon in connection with the Arrangement or that would materially affect the Arrangement. The Board and Special Committee were aware of these interests and considered them along with other matters described herein when recommending approval of the Arrangement by Shareholders.

Ownership of Securities of the Company and Consideration to be Received

The following table sets out, as of close of business on the Record Date, the names and positions of all directors and officers of the Company and their affiliates, as applicable, having an interest in the Arrangement and, where known after reasonable enquiry, the names of any insiders of the Company and any associates or affiliates of such insiders, in each case, together with the designation, number and percentage of the outstanding securities of the Company beneficially owned, directly or indirectly, or over which control or direction is exercised by each such Person and, where known after reasonable enquiry, by their respective associates or affiliates.

	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised
Name and Position with the Company	Shares	Options	Total Securities	%(1)
Philip Deck Director and Co-Chief Executive Officer	6,722,861(2)	3,278,750	10,001,611	6.62
Alvaro Pombo Director, Co-Chief Executive Officer and President	5,319,053	3,430,000	8,749,053	5.79
Terence Matthews Director	20,844,630(3)	165,000	21,009,630	13.91
D. Neil McDonnell Director	Nil	120,000	120,000	0.08
Catherine Sigmar Director	Nil	120,000	120,000	0.08
Glenn Chenier Chief Product Officer	877,500	1,275,000	2,152,500	1.43
David Croucher Chief Financial Officer	880,700	1,107,500	1,988,200	1.32

	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised	Securities of the Company Beneficially Owned, Directly or Indirectly or over which Control or Direction is Exercised
Name and Position with the Company	Shares	Options	Total Securities	%(1)
Michael Kramer Chief Revenue Officer	Nil	1,065,000	1,065,000	0.71
Aly Mawani Vice President	49,608	735,000	784,608	0.52
Lise Scian Vice President	Nil	892,500	892,500	0.59
Lise Snelgrove Vice President	Nil	150,000	150,000	0.10
PenderFund Capital Management Ltd.	22,378,810	Nil	22,378,810	14.82
Topline Capital Partners LP	17,181,630	Nil	17,181,630	11.38

Notes:

(1) Percentage ownership of the securities of the Company on a fully-diluted basis as of the Record Date.

(2) Comprised of 6,696,611 Shares held by DBLTI Inc., a company beneficially owned by Mr. Deck and 26,250 Shares held by Mr. Deck personally.

(3) Comprised of 20,679,630 Shares held by Wesley Clover International Corporation, a company beneficially owned by Mr. Matthews and 165,000 Shares held by Mr. Matthews personally.

Change of Control Benefits

There are no change of control benefits payable upon the closing of the Arrangement under any employment, consulting or any other agreements between the Company and any of its directors or officers, other than as set out below.

Alvaro Pombo, Founder & Co-Chief Executive Officer

Pursuant to the employment agreement between the Company and Alvaro Pombo, in the event of termination without cause, resignation with good reason, or resignation within three (3) years of February 16, 2023, Mr. Pombo is entitled to a lump sum payment equal to two (2) years of wages (being his then current annual base salary plus an average of his annual executive bonus payout calculated in reference to the three (3) completed fiscal years prior to his termination date), accelerated vesting of all the Options granted to him prior to his termination date, all of which shall become exercisable as of the termination date and remain exercisable for a period of twelve (12) months from the termination date, and payment of any executive bonus owing pursuant to the terms of the employment agreement (prorated). Additionally, Mr. Pombo can resign for “Good reason” within three (3) months following the occurrence of a change of control and receive a full payout of his termination entitlements described herein, provided the Company or the Board assigns him duties inconsistent with his position, duties and responsibilities with the Company immediately prior to the change of control unless such assignment is clearly consistent with a promotion. “ Good reason ” is defined to include, among other things, a material change in title, a material reduction in duties and/or responsibilities, a material reduction in compensation levels, or where within three months following the occurrence of a change of control, the Company or the Board assigns Mr. Pombo duties inconsistent with his position, duties and responsibilities with the Company immediately prior to the change of control (unless such assignment is clearly consistent with a promotion).

In the event of a change of control, Mr. Pombo is entitled to accelerated vesting of all the Options granted to him prior to the change of control, all of which shall become exercisable as of the change of control.

Philip Deck, Co-Chief Executive Officer

In the event of a change of control, Mr. Deck is entitled to accelerated vesting of all the Options granted to him prior to the change of control, all of which shall become exercisable as of the change of control.

David Croucher, Chief Financial Officer

In the event of a change of control, Mr. Croucher is entitled to accelerated vesting of all the Options granted to him prior to the change of control, all of which shall become exercisable as of the change of control and remain exercisable for the remaining life of the applicable Option.

Equity Arrangements in the Purchaser

In connection with the Arrangement, Mr. Pombo has been invited to invest in the Purchaser or its affiliates upon the completion of the Arrangement. Mr. Pombo is also expected to participate in an equity incentive plan to be established by Battery following completion of the Arrangement.

Aly Mawani, Glenn Chenier, Lisa Scian and Lise Snelgrove are holders of Cancelled Options and are expected to participate in an equity incentive plan to be established by Battery following completion of the Arrangement.

Special Committee Fees

In connection with the discharge of the mandate of the Special Committee in relation to the transactions contemplated by the Arrangement Agreement, Catherine Sigmar (Chair), D. Neil McDonnell and Terry Matthews will be paid an aggregate fee of $15,000, $10,000 and $10,000, respectively, for their service on the Special Committee.

Expenses of the Arrangement

The Company estimates that expenses in the aggregate amount of approximately US$3.7 million will be incurred by it in connection with the Arrangement and related matters, including, without limitation, legal, financial advisory and accounting fees, the cost of preparing, printing and mailing this Circular and other related documents, costs with respect to the Meeting, stock exchange fees, regulatory filing fees and fees in respect of the Fairness Opinion.

Insurance and Indemnification

The Arrangement Agreement provides that, prior to the Effective Date, the Company shall purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date (with such differences as are customary to reflect the fact that the Purchaser is not a publicly traded company) and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser will, or will cause the Company and its Subsidiaries to maintain such tail policies (or substitutes) in effect without any reduction in scope or coverage for six (6) years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual premium for the Company directors and officers insurance.

The Purchaser has also agreed, except as may be required by applicable Law, to, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries to the extent they were disclosed in the Company Disclosure Letter and has acknowledged that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six (6) years from the Effective Date.

Certain Legal and Regulatory Matters

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and, if deemed advisable, to pass, with or without variation, the Arrangement Resolution and any other related matters at the Meeting. The Arrangement Resolution must be approved by the affirmative vote of (i) at least 66[ 2] /3% of the votes cast by Shareholders voting together as a single class; and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding any votes required to be excluded pursuant to MI 61-101, in each case present or represented by proxy at the Meeting.

The full text of the Arrangement Resolution and Plan of Arrangement are attached to this Circular as Appendices “B” and “C”, respectively.

Court Approval

An arrangement of a company under the OBCA requires approval by the Court. On April 5, 2024, the Court issued the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order and the Notice of Application for the Final Order are attached to this Circular as Appendices “E” and “F”, respectively.

If the Arrangement Resolution is approved by Shareholders at the Meeting in the manner required by the Interim Order, the Company will apply to the Court to obtain the Final Order. The hearing in respect of the Final Order is scheduled to take place before the Ontario Superior Court of Justice (Commercial List) by video conference on May 13, 2024 at 12:00 p.m. (Toronto time), or as soon after such time as counsel may be heard (the “ Hearing Date ”). Any Shareholders wishing to appear in person or to be represented by counsel at the hearing of the motion for the Final Order may do so but must comply with certain procedural requirements described in the Interim Order, including filing a Notice of Appearance with the Court and serving same upon the Company and the Purchaser via their respective counsel as soon as reasonably practicable and, in any event, no less than four days before the Hearing Date.

The Court has broad discretion under the OBCA when making orders with respect to arrangements. The Court, when hearing the application for the Final Order, will consider, among other things, the fairness of the Arrangement to Shareholders. The Court may approve the Arrangement in any manner it may direct and determine appropriate.

If the Final Order is granted and the other conditions contained in the Arrangement Agreement are satisfied or waived to the extent legally permissible, the Articles of Arrangement will be filed with the OBCA Director under the OBCA for issuance of the Certificate of Arrangement giving effect to the Arrangement.

Stock Exchange Delisting and Ceasing Reporting Issuer Status

It is expected that the Shares, which are currently listed for trading on the TSXV under the symbol “TCXT”, will be de-listed from the TSXV following completion of the Arrangement. The Purchaser also expects to apply to have the Company cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer in Canada.

THE ARRANGEMENT AGREEMENT

The Arrangement will be carried out pursuant to the Arrangement Agreement and the Plan of Arrangement. The following is a summary of the principal terms of the Arrangement Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Arrangement Agreement and to the Plan of Arrangement, which have been filed by the Company under its SEDAR+ profile at www.sedarplus.com. Shareholders are encouraged to read the Arrangement Agreement filed on SEDAR+ at www.sedarplus.com and the Plan of Arrangement (attached as Appendix “C”) in their entirety. Capitalized terms used in this summary of the Arrangement Agreement and Plan of Arrangement not otherwise defined have the meanings given to such terms in the Arrangement Agreement.

Representations and Warranties

The Arrangement Agreement contains customary representations and warranties made by the Company and the Purchaser. The assertions embodied in those representations and warranties are solely for the purposes of the Arrangement Agreement. Certain representations and warranties may not be accurate or complete as of any specified date because they are qualified by certain disclosure provided by the Company to the Purchaser or are subject to a standard of materiality or are qualified by a reference to Material Adverse Effect. Moreover, some of the representations and warranties contained in the Arrangement Agreement may have been used for the purpose of allocating risk between the Company and the Purchaser. Therefore, Shareholders should not rely on the representations and warranties as statements of factual information.

The customary representations and warranties provided by the Company in favour of the Purchaser relate to, among other things: (a) organization and qualification; (b) corporate authorization; (c) execution and binding obligation; (d) governmental authorization; (e) non-contravention; (f) capitalization; (g) shareholders and similar agreements; (h) subsidiaries; (i) securities law matters; (j) financial statements; (k) auditors; (l) no undisclosed liabilities (m) no “collateral benefit”; (n) absence of certain changes or events; (o) related party transactions; (p) compliance with law; (q) authorizations and licenses; (r) material contracts; (s) personal property; (t) real property; (u) intellectual property; (v) litigation; (w) solvency; (x) environmental matters; (y) employees; (z) collective agreements; (aa) employee plans (bb) insurance; (cc) taxes; (dd) anti-spam; (ee) corrupt practices legislation; (ff) money laundering; (gg) privacy; (hh) opinion; (ii) brokers; and (jj) Board and Special Committee approval.

The customary representations and warranties provided by the Purchaser in favour of the Company relate to, among other things: (a) organization and qualification; (b) corporate authorization; (c) execution and binding obligation; (d) governmental authorization; (e) non-contravention; (f) litigation; (g) security ownership; (h) Investment Canada Act; (i) financing; and (j) brokers.

Covenants

The Arrangement Agreement also contains customary negative and affirmative covenants of the Company.

Conduct of Business of the Company

In the Arrangement Agreement, the Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required or permitted by the Arrangement Agreement; (iii) as required by Law or any Material Contract in effect as of the date of the Arrangement Agreement; or (iv) as expressly disclosed in Section 4.1(2) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to (A) conduct its business in the Ordinary Course and in accordance with the Law, and the Company shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, operations, assets, properties, Authorizations, employees, goodwill, Contracts and business relationships it currently maintains with Governmental Entities, customers, suppliers, officers, employees, lessors, licensors, licensees, creditors, partners and other Persons with which the Company or any of its Subsidiaries has business relations; and (B) maintain its existence and the existence of its Subsidiaries in good standing pursuant to applicable Law.

Without limiting the generality of Section 4.1(1) of the Arrangement Agreement, the Company has covenanted and agreed that, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as expressly required or permitted by the Arrangement Agreement; (iii) as required by Law or any Material Contract in effect as of the date of the Arrangement Agreement; or (iv) as expressly disclosed in Section 4.1(2) of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:

(a) amend its articles of incorporation, by-laws or other constating documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;
(b) split, combine or reclassify any shares or other equity interests of the Company or of any Subsidiary;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock or other equity interests of the Company or any of its Subsidiaries, except for: (i) the acquisition of shares of capital stock of any wholly-owned Subsidiary of the Company by the Company or by any other wholly-owned Subsidiary of the Company; or (ii) pursuant to the cashless exercise of currently outstanding Options or the forfeiture or withholding of Taxes with respect to Options;
(d) declare, set or pay any dividends or other distribution (whether in cash, shares or property or any combination thereof) or any other transactions that would give rise to a deemed dividend for purposes of the Tax Act;
(e) issue, grant, deliver, sell, pledge or otherwise encumber (other than Permitted Liens), or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of (other than Permitted Liens), or otherwise modify the terms of any shares in the capital of, or any options, stock appreciation rights, units, warrants or similar rights exercisable or exchangeable for or convertible into such shares, or other equity, equity-based or phantom equity interests of the Company or any of its Subsidiaries or other rights that are linked to the price or value of the Shares, except for: (i) the issuance of Shares issuable upon the exercise of the currently outstanding Options; (ii) the issuance of any shares of any wholly-owned Subsidiary of the Company to the Company or any other Subsidiary of the Company;
(f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any other Person or any material equity interests therein, any assets, securities, properties, interests or businesses having a cost, on a per transaction basis, in excess of $50,000 and subject to a maximum of $200,000 for all such transactions;
(g) sell, lease, hypothecate, license, sell and lease back, mortgage, assign, let lapse, or otherwise transfer, dispose of or encumber, directly or indirectly, in one transaction or in a series of related transactions, any of the Company’s or its Subsidiaries tangible or intangible assets (i) in the case of tangible property which have a value greater than $150,000 in the aggregate, (ii) in the case of intangible property consisting of material Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course and (iii) in the case of any other intangible asset, other than in the Ordinary Course;
(h) reorganize, recapitalize, amalgamate or merge the Company, or any Subsidiary of the Company or enter into any agreement, understanding or arrangement with respect to the sale of voting or equity interests of the Company or any of its Subsidiaries;
(i) reduce or increase the stated capital of any securities of the Company or any of its Subsidiaries;
(j) propose or adopt a plan of liquidation or dissolution or resolutions providing for the liquidation or dissolution of the Company or any of its Subsidiaries;
(k) unless required by applicable Law, take any action inconsistent with past practice of the Company relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any material Taxes, make, change or rescind any material Tax election, information schedule, return or designation, amend, in any manner materially adverse to the Company or any Subsidiary, any Tax Return, or enter into any agreement, with a Governmental Entity with respect to Taxes, surrender any right or claim a material Tax

abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter, or except in each case in the Ordinary Course, settle or compromise (or offer to settle or compromise) any material Tax claim, assessment, reassessment or liability;

(l) make any “investment” (as defined for purposes of section 212.3 of the Tax Act) in any corporation that a “foreign affiliate” (for purposes of the Tax Act) of the Company or such Subsidiary other than an investment occurring in the Ordinary Course to fund such foreign affiliate;
(m) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable, in one transaction or in a series of related transactions, with respect to any advance, capital contribution, loan, indebtedness for borrowed money or guarantees thereof in an amount, on a per transaction or series of related transactions basis, in excess of $250,000 other than (i) any advance, capital contribution, loan or indebtedness owing by one wholly-owned Subsidiary of the Company to the Company or another wholly-owned Subsidiary of the Company or by the Company to another wholly-owned Subsidiary of the Company, or (ii) in connection with advances under the Company’s or any Subsidiary’s existing credit facilities in the Ordinary Course that are equal to or less than $250,000 in the aggregate;
(n) hire or terminate (other than for cause) any executive or officer or any Employees, consultants or other independent contractors receiving annual compensation or fees in excess of $200,000 per year;
(o) enter into any swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(p) make any material change in the Company’s accounting principles, practices, policies, methods or procedures (including for reporting income, deductions or accounting for income Tax purposes), except as required by concurrent changes in IFRS;
(q) except as required by the existing terms of any Employee Plan or Contract in effect as of the date of Arrangement Agreement, grant any increase in the rate of wages, salaries, benefits, bonuses or other remuneration of any current or former Employees or any current or former independent contractors, directors or other service providers of the Company and its Subsidiaries, or take any action to accelerate the payment, vesting or funding of, any compensation or benefits;
(r) grant, enter or amend into any Contract with respect to change of control, severance, retention, notice of termination or termination payments with Employees, executives, officers, directors, consultants or independent contractors or grant any increase in the payments or benefits provided for under the Company’s and its Subsidiaries’ current change of control, severance, retention or termination pay arrangements, plans, policies or Contracts, other than as required by the existing terms of any Employee Plan or Contract in effect as of the date of the Arrangement Agreement or with respect to termination of Employees in the Ordinary Course whose annual compensation does not exceed $150,000 per year;
(s) adopt any new Employee Plan or material amendment or modification of an existing Employee Plan or pay any benefit not required by (or accelerate the time of payment, vesting or funding of, any payment becoming due under) any Employee Plan in effect as of the date of the Arrangement Agreement;
(t) enter into any agreement or arrangement that limits or otherwise restricts in any material respect: (i) the Company or any successor thereto, or that would, after the Effective Time, limit or restrict in any material respect the Company or any of its affiliates from engaging in any line of business or carrying on business in any geographic area; or (ii) the scope of Persons to whom the Company or any successor thereto or, after the Effective Time, the Company or any of its affiliates, may sell or solicit products or services;
(u) commence, waive, release, assign, settle or compromise any litigation, proceedings or governmental investigations which (i) require payment in excess of an amount of $25,000 individually or $100,000 in the aggregate, unless such amount is fully covered by an insurance policy of the Company (less the applicable deductible), (ii) imposes any obligations other than the payment of money, a release of claims, confidentiality or other obligations customarily included in monetary settlements or restrictions on the operations of the

Company or its Subsidiaries, or (iii) which would reasonably be expected to impede, prevent or delay the consummation of the transactions contemplated by the Arrangement Agreement;

(v) amend or modify in any material respect or terminate or waive any material right under any Material Contract or enter into any Contract that would be a Material Contract if in effect on the date of the Arrangement Agreement, except for any Contract for the sale or procurement of goods or services entered into on arm’s length terms with a customer or supplier of the Company or any Subsidiary;
(w) except as contemplated in Section 4.10 of the Arrangement Agreement, amend, modify, terminate, cancel or let lapse any material insurance (or re-insurance) policy providing insurance coverage to the Company or any Subsidiary in effect on the date of the Arrangement Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies for substantially similar premiums are in full force and effect;
(x) abandon or fail to diligently pursue any application for any material Authorizations, leases, permits or registrations or take any action, or fail to take any action, that could lead or be expected to lead to the termination of or imposition of conditions on any material Authorizations, leases or registrations of the Company or any of its Subsidiaries;
(y) recognize or certify any labour union, labour organization, works council, or group of employees as the bargaining representative for any employees of the Company or any of its Subsidiaries;
(z) waive, release or assign any material rights, claims or benefits of the Company or its Subsidiaries, including any non-competition, non-solicitation, non-disclosure, non-interference, non-disparagement, or other restrictive covenant obligations;
(aa) make any capital expenditure which individually or in the aggregate exceeds $150,000; or
(bb) authorize, agree or resolve, whether or not in writing, to do any of the foregoing.

Except with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned, the Company and its Subsidiaries shall not undertake or participate in any transaction or series of transactions (other than the implementation and fulfillment of the transactions contemplated in the Arrangement Agreement and the Plan of Arrangement) that they know or could reasonably be expected to know have the effect of materially reducing or eliminating the amount of the tax cost “bump” pursuant to paragraphs 88(1)(c) and (d) of the Tax Act otherwise available to the Purchaser or its successors or assigns in respect of non-depreciable capital property owned by the Company or its Subsidiaries on the Effective Date.

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

Covenants of the Company Relating to the Arrangement

Subject to Section 4.5 of the Arrangement Agreement (which shall govern in relation to the Financing), the Company has agreed to perform, and has agreed to cause its Subsidiaries to perform, all obligations required to be performed by the Company or any of its Subsidiaries under the Arrangement Agreement, co-operate with the Purchaser in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Company has agreed to and, where appropriate, has agreed to cause each of its Subsidiaries to:

(a) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with

all requirements imposed by Law on it or its Subsidiaries with respect to the Arrangement Agreement or the Arrangement;

(b) use all commercially reasonable efforts to deliver, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, renewals, extensions, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement, (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement or (iii) necessary or requested by the Purchaser, acting reasonably, to be obtained under any other Contract that is not a Material Contract (including any insurance policy of the Company or any Subsidiary in effect on the date of the Arrangement Agreement), in connection with the Arrangement or otherwise, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Purchaser to pay, any consideration or incurring any liability or obligation without the prior written consent of the Purchaser;
(c) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from the Company and its Subsidiaries relating to the Arrangement;
(d) use all commercially reasonable efforts to deliver and obtain consent from those holders of Options identified by the Company and the Purchaser (such holders being the “ Specified Optionholders ”) providing that such holders’ unvested Options shall be cancelled at the Effective Time (such cancelled options being the “ Cancelled Options ”), on terms that are reasonably satisfactory to the Purchaser for nominal consideration and without incurring any liability or obligation without the prior written consent of the Purchaser;
(e) use all commercially reasonable efforts to, upon reasonable consultation with the Purchaser, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement;
(f) use commercially reasonable efforts to assist the Purchaser in obtaining the resignations and mutual releases (in a form satisfactory to the Purchaser and the Company, acting reasonably) of each member of the Board and each member of the board of directors of the Company’s Subsidiaries, and causing them to be replaced by Persons designated or nominated by the Purchaser effective as of the Effective Time; and
(g) not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.

The Company shall promptly notify the Purchaser in writing of:

(a) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance which could reasonably be expected to have a Material Adverse Effect;
(b) any notice or other communication from any Person alleging: (i) that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement or the Arrangement, (ii) that the Arrangement Agreement or the transactions contemplated hereby create or trigger a right of first offer or refusal or similar rights of a third party, or (iii) that such Person, in the event that the Company or any of its Subsidiaries has a material business relationship with such Person, is terminating, may terminate, or is otherwise materially adversely modifying or may materially adversely modify its relationship with the Company or any of its Subsidiaries as a result of the Arrangement Agreement or the Arrangement;
(c) any material filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Company or any of its Subsidiaries or that relate to the Arrangement Agreement or the Arrangement;

(d) any notice or other communication from a Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Purchaser); or
(e) any Shareholder litigation against the Company or, to the knowledge of the Company, any of its directors or officers relating to the Arrangement Agreement or the Arrangement, and thereafter keep the Purchaser reasonably informed of the status of such Shareholder litigation.

Covenants of the Purchaser Relating to the Arrangement

Subject to Section 4.5 of the Arrangement Agreement (which shall govern in relation to the Financing), the Purchaser has agreed to perform all obligations required to be performed by it under the Arrangement Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary or desirable in order to, subject to the terms and conditions set out in the Arrangement Agreement, consummate and make effective, as soon as reasonably practicable, the transactions contemplated by the Arrangement Agreement and, without limiting the generality of the foregoing, the Purchaser has agreed to, and has agreed to cause each of its affiliates to:

(a) use all commercially reasonable efforts to satisfy all conditions precedent in the Arrangement Agreement and take all steps set forth in the Interim Order and the Final Order applicable to it and comply promptly with all requirements imposed by Law on it with respect to the Arrangement Agreement or the Arrangement;
(b) use all commercially reasonable efforts to deliver, obtain and maintain all third party or other notices, consents, waivers, permits, exemptions, orders, approvals, agreements, renewals, extensions, amendments or confirmations that are (i) necessary to be obtained under the Material Contracts in connection with the Arrangement, (ii) required in order to maintain the Material Contracts in full force and effect following completion of the Arrangement or (iii) necessary or requested by the Company, acting reasonably, to be obtained under any other Contract that is not a Material Contract (including any insurance policy of the Purchaser or any Subsidiary in effect on the date of the Arrangement Agreement), in connection with the Arrangement or otherwise, in each case, on terms that are reasonably satisfactory to the Purchaser, and without paying, and without committing itself or the Company to pay any consideration or to incur any liability or obligation that is not conditioned on consummation of the Arrangement;
(c) use all commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from it relating to the Arrangement;
(d) use all commercially reasonable efforts to, upon reasonable consultation with the Company, oppose, lift or rescind any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or the Arrangement Agreement; and
(e) use all commercially reasonable efforts, not take any action, or refrain from taking any commercially reasonable action, or permitting any action to be taken or not taken, which would reasonably be expected to prevent, materially delay or otherwise impede the consummation of the Arrangement or the transactions contemplated by the Arrangement Agreement.

The Purchaser has agreed to promptly notify the Company in writing of:

(a) any change, event, occurrence, effect, state of facts and/or circumstance that, individually or in the aggregate that is or would reasonably be expected to impair, impede or prevent either or both of the Purchaser from performing its obligations under the Arrangement Agreement;
(b) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person (or another Person) is or may be required in connection with the Arrangement Agreement or the Arrangement;

(c) any filings, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving the Purchaser that relate to the Arrangement Agreement or the Arrangement;
(d) any notice or other communication from a Governmental Entity in connection with the Arrangement Agreement (and, subject to Law, contemporaneously provide a copy of any such written notice or communication to the Company); or
(e) any Shareholder litigation against the Purchaser or, to the knowledge of the Company, any of its directors or officers relating to the Arrangement Agreement or the Arrangement, and thereafter keep the Company reasonably informed of the status of such Shareholder litigation.

Purchaser Financing

The Purchaser has agreed to, and has agreed to cause its affiliates to, use commercially reasonable efforts to take or cause to be taken all actions and to do, or cause to be done, all things necessary, proper or advisable to arrange and obtain the proceeds of the Financing on the terms and conditions described in the Financing Commitments by no later than the date specified in Section 2.8 of the Arrangement Agreement, and shall not permit, without the prior written consent of the Company, any amendment or modification to be made to, or any waiver or release of any provision or remedy to be made under, the Financing Commitments or any definitive agreement or documentation in connection therewith (including any fee letter) if such amendment, modification, waiver or release would (i) reduce the aggregate amount of the Financing such that the aggregate Financing that would be available on the Effective Date would not be sufficient to pay the amounts required hereunder by the Purchaser (after giving effect to any corresponding increase in any portion of the Equity Financing), (ii) impose new or additional conditions precedent to the availability of the Financing that would reasonably be expected to prevent, impede, or delay the funding of the Financing or (iii) otherwise be reasonably expected to impair, prevent or materially delay the consummation of the Financing or the consummation of the transactions contemplated by the Arrangement Agreement or adversely impact the ability of the Purchaser to enforce its rights against the other parties to the Financing Commitments or any definitive agreements or documentation with respect thereto. Notwithstanding the foregoing, the Purchaser may amend a Debt Commitment Letter to add lenders, lead arrangers, bookrunners, syndication agents, investors or similar entities that have not executed such Debt Commitment Letter as of the date of the Arrangement Agreement. For the purposes of the Arrangement Agreement, references to “Debt Financing” and “Financing” include the financing contemplated by the Debt Commitment Letter and the Financing Commitments, as applicable, as permitted to be amended or modified by Section 4.5 of the Arrangement Agreement (including any alternative financing in accordance therewith). For certainty, in no event will the arranging of Debt Financing reduce the obligations under the Equity Commitment Letter, except to the extent set forth in the Equity Commitment Letter or otherwise agreed in writing by the Company.

Without limiting the generality of Section 4.5(1) of the Arrangement Agreement, the Purchaser has agreed to, and has agreed to cause its affiliates to, use commercially reasonable efforts to: (i) maintain in effect the Financing Commitments until the transactions contemplated by the Arrangement Agreement are consummated or the Arrangement Agreement is terminated in accordance with its terms; (ii) satisfy (or obtain a waiver), on a timely basis, all conditions, covenants, terms, representations and warranties in the Financing Commitments (and any definitive documentation related thereto) that are within the Purchaser’s control at or prior to the Closing and otherwise comply with its obligations thereunder; (iii) enter into definitive agreements and documentation with respect to the Financing as soon as reasonably practicable but in any event prior to the Closing, on the terms and conditions (including the flex provisions contained in any fee letter in respect of any Debt Financing) contemplated by the Financing Commitments or on other terms acceptable to the Purchaser which would not (A) reduce the aggregate amount of the Financing unless the Equity Financing is increased by a corresponding amount or (B) impose new or additional conditions precedent to the receipt of the Financing that would reasonably be expected to prevent or materially delay the consummation of the Arrangement or the transactions contemplated hereby; and (iv) if the conditions in the Financing Commitments are satisfied, consummate the Financing on or prior to the date specified in Section 2.8 of the Arrangement Agreement and in any event prior to the Closing. The Purchaser will deliver to the Company true, correct and complete copies of any executed definitive agreements and documentation entered into in connection with the Financing Commitments (except as such documentation may be redacted to remove references to fees) promptly when available and drafts thereof following the reasonable request of the Company.

The Purchaser has agreed to, upon the Company’s reasonable request, keep the Company informed with respect to all material activity concerning arranging and obtaining the Financing and will give the Company prompt notice of any

material change in or with respect to the Financing. Without limiting the generality of the foregoing, the Purchaser has agreed to give the Company prompt notice: (i) of any material breach by any party to any Financing Commitment or definitive document related to the Financing of which the Purchaser becomes aware; (ii) of the receipt of any written notice or other written communication from any party to any Financing Commitment with respect to any actual material breach, default, termination or repudiation in writing by any party to any Financing Commitment or any definitive document related to the Financing, in each case, that would be expected to be materially adverse to the timely completion of the Financing; (iii) if for any reason the Purchaser believes in good faith that it will not be able to obtain all or any portion of the Financing on the terms, in the manner or from the sources contemplated by any Financing Commitment or the definitive documents related to the Financing including if the Purchaser has any reason to believe that it will be unable to satisfy, on a timely basis, any condition precedent to any Financing Commitment or any definitive document related to the Financing; and (iv) if any Financing Commitment or the definitive documents related to the Financing will expire or be terminated for any reason that is not explicitly set forth in such Financing Commitment. As soon as reasonably practicable, but in any event within two (2) Business Days after the date the Company delivers to the Purchaser a written request, the Purchaser has agreed to provide any information reasonably requested by the Company relating to any circumstance referred to in clause (i), (ii), (iii) or (iv) of the immediately preceding sentence. The Purchaser has agreed not to be required to make a disclosure under Section 4.5(3) of the Arrangement Agreement to the extent that any disclosure would be prohibited under Law or could reasonably be expected to result in a waiver of attorney-client privilege or conflict with any confidentiality requirements applicable to the Purchaser or any of its affiliates.

If any portion of the Financing becomes unavailable (other than as a result of a breach by the Company of the Arrangement Agreement and such portion is necessary to consummate the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement), on the terms and subject only to the conditions in the Financing Commitments (including the flex provisions in respect of the Debt Financing), other than any portion of the Debt Financing that is substantially concurrently replaced with alternative financing that satisfies the requirements of Section 4.5 of the Arrangement Agreement, the Purchaser has agreed to use commercially reasonable efforts to arrange and obtain, as promptly as practicable, alternative financing from alternative sources in an amount sufficient to consummate the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement on a basis that is not subject to any new or additional conditions precedent not contained in the Financing Commitments and otherwise on terms and conditions (including flex provisions contained in any fee letter in respect of any Debt Financing) not materially less favourable from the perspective of the Purchaser taken as a whole than the terms and conditions contained in the Financing Commitments and deliver to the Company true, correct and complete copies of such executed and effective alternative commitments when available. For the avoidance of doubt, the Purchaser arranging and obtaining, in replacement of the Financing, new or replacement financing in accordance with Section 4.5(4) of the Arrangement Agreement shall not modify or affect in any way the Company’s rights pursuant to the Arrangement Agreement or the Purchaser’s obligations pursuant to the Arrangement Agreement.

The Purchaser acknowledges and agrees that the Purchaser obtaining financing is not a condition to any of its obligations hereunder, regardless of the reasons why financing is not obtained or whether such reasons are within or beyond the control of the Purchaser. For the avoidance of doubt, if any financing referred to in Section 4.5 of the Arrangement Agreement is not obtained (other than as a result of the Company’s breach of any representation, covenant or other provision set forth in the Arrangement Agreement), the Purchaser will continue to be obligated to consummate the Arrangement, subject to and on the terms contemplated by the Arrangement Agreement. In connection with any Debt Financing, the Purchaser agrees to deliver to the Company promptly after the entering into of a Debt Commitment Letter, a true, complete and accurate copy of such Debt Commitment Letter and any fee letter relating to fees with respect to such Debt Financing with only fee amounts redacted (which redacted terms shall not adversely affect the availability of or impose any additional conditions on the availability of such Debt Financing or reduce the amount of such Debt Financing).

Assistance with Purchaser Financing

The Purchaser may, from and after the date of the Arrangement Agreement, seek to obtain debt financing for the purpose of financing a portion of the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement (any such financing, “ Debt Financing ”, and together with the Equity Financing, the “ Financing ”) from one or more Financing Sources pursuant to one or more commitment letters or definitive documentation in respect thereof (any such letter or documentation, a “ Debt Commitment Letter ”, and together with the Equity Commitment Letters, the “ Financing Commitments ”). For purposes of the Arrangement Agreement, references to “ Financing ”

shall only include any Debt Financing to the extent that such Debt Financing has been obtained by the Purchaser in accordance with the Arrangement Agreement pursuant to a Debt Commitment Letter and references to “Financing Commitments” shall only include a Debt Commitment Letter to the extent that the Purchaser has entered into such Debt Commitment Letter.

From the date of the Arrangement Agreement until the Closing (or the earlier termination of the Arrangement Agreement pursuant to Article 7 of the Arrangement Agreement, subject to the limitations set forth in Section 4.6 of the Arrangement Agreement, and unless otherwise agreed in writing by the Purchaser), the Company has agreed to, and has agreed to cause each of its Subsidiaries and each of its and their respective officers, employees and advisors to, use commercially reasonable efforts to provide such cooperation to the Purchaser as the Purchaser may reasonably request in connection with the arrangements by the Purchaser to obtain the advance of any Debt Financing contemplated in a Debt Commitment Letter (provided that such request is made on reasonable notice and reasonably in advance of the Closing and provided such cooperation does not unreasonably interfere with the ongoing operations of the Company and its Subsidiaries), including (and subject to the foregoing), as so requested:

(a) participating in a reasonable number of meetings and due diligence sessions;
(b) subject to Laws and any Contract and the obtaining of any necessary consents in connection therewith, executing and delivering any pledge and security documents or other definitive financing documentation as may be reasonably requested by the Purchaser in connection with any Debt Financing, provided that any obligations contained in such documents shall be effective no earlier than as of the Effective Time;
(c) subject to Section 4.4 and Section 4.5 of the Arrangement Agreement, furnishing the Purchaser as promptly as reasonably practicable with available financial and other reasonably required or customary information regarding the Company, any of its Subsidiaries or any combination of such Persons, as specifically required by such Debt Commitment Letter or any documentation required to be delivered in connection with the consummation of the Debt Financing;
(d) promptly providing the Purchaser and the Financing Sources with all documentation and other information about the Company and its Subsidiaries that is required in connection with the Debt Financing under applicable “know your customer” and anti-money laundering rules and regulations including the USA PATRIOT Act and a beneficial ownership certificate for any entity that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation in the United States; and
(e) reasonably assisting the Purchaser with the preparation of pro forma financial statements to the extent reasonably requested by the Purchaser or the Financing Sources.

Notwithstanding the foregoing, none of the Company nor any Subsidiary of the Company will be required to:

(a) pay or agree to pay any commitment, consent or other fee or incur any other cost, expense or liability in connection with any such financing prior to the Effective Time, in each case, that has not been or will not be reimbursed by the Purchaser as required pursuant to Section 4.6(3) of the Arrangement Agreement;
(b) take any action or do anything that would contravene any Law, contravene any Contract or be capable of impairing, preventing or delaying the satisfaction of any condition set forth in Article 6 of the Arrangement Agreement;
(c) commit to take any action that is not contingent on the consummation of the Arrangement (other than customary representation and authorization letters and documentation referred to in clause (d) above); or
(d) disclose any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets or similar information or violate any obligations of the Company or any other Person with respect to confidentiality or which would be reasonably likely to constitute a waiver of solicitor-client privilege. For greater certainty, all non-public or otherwise confidential information regarding the Company obtained by the Purchaser or its representatives pursuant to the foregoing is information which is subject to the Confidentiality Agreement and will be treated in accordance with the Confidentiality Agreement, except that, and notwithstanding anything to the contrary contained herein or in the Confidentiality Agreement, the

Purchaser is permitted to disclose such information to the Financing Sources, rating agencies and other prospective lenders subject to such Financing Sources, rating agencies and prospective lenders entering into customary confidentiality undertakings with respect to such information. In addition, no such cooperation by the Company pursuant to Section 4.6 of the Arrangement Agreement shall be considered to constitute a breach of the representations, warranties or covenants of the Company hereunder.

The Purchaser has agreed to indemnify and hold harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, Taxes, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any financing or potential financing by the Purchaser or any actions or omissions by any of them, in each case, in connection with any request by the Purchaser made under Section 4.6 of the Arrangement Agreement and for any alleged misstatement or omission in any information provided thereunder at the request of the Purchaser, except to the extent any of the foregoing results from the fraud, bad faith or wilful misconduct of the Company, any of its Subsidiaries or any of their respective directors, officers, employees, agents and representatives as determined by a court of competent jurisdiction. The Purchaser has agreed to promptly, upon request by the Company, reimburse the Company for all costs and expenses (including legal fees) incurred by the Company and its Subsidiaries and their respective agents and representatives in connection with any of the foregoing and in connection with any assistance provided pursuant to Section 4.6 of the Arrangement Agreement.

Pre-Acquisition Reorganization

Prior to the Closing, the Company has agreed that, upon request by the Purchaser, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to:

(a) effect such reorganizations of the Company’s or any of its Subsidiaries’ capital structure, corporate structure, business, operations and assets or such other transactions as the Purchaser may request, acting reasonably, including amalgamations, continuances, wind-ups, distributions, contributions, sales, intercompany loans or the refinancing thereof, and any other transaction (each a “ Pre-Acquisition Reorganization ”) and the Plan of Arrangement, if required, will be modified accordingly;
(b) cooperate with the Purchaser and its advisors in order to determine the nature of any Pre-Acquisition Reorganization that might be undertaken and the manner in which any Pre-Acquisition Reorganization might most effectively be undertaken; and
(c) cooperate with the Purchaser and its advisors to seek to obtain consents or waivers which might be required from the Company’s lenders in connection with any Pre-Acquisition Reorganization, if any, provided that any costs, fees or expenses associated with any of the foregoing shall be at the Purchaser’s sole expense; provided that, except to the extent otherwise agreed by the Purchaser and the Company, any Pre-Acquisition Reorganization (i) is not prejudicial to the Company or its securityholders in any material respect; (ii) does not require the Company to obtain the approval of the Shareholders (other than is obtained with the approval of the Arrangement) and does not require the Company or any of its Subsidiaries to proceed absent any required consent of any third party (including under any Authorization); (iii) does not impair, prevent or delay the consummation of the Arrangement; (iv) is effected immediately prior to, contemporaneously with, or one Business Day prior to the Effective Time; (v) does not result in any breach by the Company or any of its Subsidiaries of any Contract, Authorization, organizational documents or Law; (vi) does not result in incremental Taxes being imposed on, or any incremental adverse Tax or other consequences to, any securityholder of the Company, as compared to consummation of the Arrangement in the absence of the PreAcquisition Reorganization; and (vii) shall not become effective unless the Purchaser has waived or confirmed in writing the satisfaction of all conditions in its favour under the Arrangement Agreement, other than conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party of such conditions, and shall have confirmed in writing that it is prepared, and able to promptly and without condition proceed, to effect the Arrangement.

The Purchaser has waived any breach of a representation, warranty or covenant by the Company, where such breach is a result of an action taken by the Company or a Subsidiary pursuant to a request by the Purchaser in accordance with Section 4.7 of the Arrangement Agreement. The Purchaser has agreed to provide written notice to the Company of any proposed Pre-Acquisition Reorganization at least 10 Business Days prior to the Effective Time. Upon receipt

of such notice, the Purchaser and the Company have agreed to work cooperatively and use commercially reasonable efforts to prepare prior to the Effective Time all documentation necessary and do all such other acts and things as are reasonably necessary, including making amendments to the Arrangement Agreement or the Plan of Arrangement (provided that such amendments do not require the Company to obtain approval of securityholders of the Company (other than as properly put forward and approved at the Meeting)), to give effect to such Pre-Acquisition Reorganization. If the Arrangement is not completed, the Purchaser (i) has agreed to forthwith reimburse the Company for all reasonable costs and expenses, including reasonable and documented legal fees and disbursements, incurred by the Company and its Subsidiaries in connection with any proposed Pre-Acquisition Reorganization; and (ii) has indemnified and held harmless the Company, its Subsidiaries and their respective directors, officers, employees, agents and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgements, Taxes and penalties suffered or incurred by any of them in connection with or as a result of any Pre-Acquisition Reorganization, or to reverse or unwind any Pre-Acquisition Reorganization taken at the express direction or consent of the Purchaser. Except to the extent conflicting with the provisions of the Arrangement Agreement, prior to the Closing the Purchaser and its affiliates, on one hand, and the Company and its Subsidiaries, on the other hand, shall use commercially reasonable efforts to cooperate with each other with respect to Tax matters, including through the furnishing of the Company’s or its Subsidiaries’ Tax Returns or other Tax records necessary to facilitate the Purchaser’s and its affiliates’ post-Closing Tax planning.

Public Communications

The Purchaser and the Company have agreed to co-operate in the preparation of presentations, if any, to the Shareholders regarding the Arrangement. Except as required by Law, a Party must not issue any press release or make any other public statement, filing, presentation or disclosure with respect to the Arrangement Agreement or the Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided that (i) any Party that, in the opinion of its legal counsel, is required to make disclosure by Law shall use its commercially reasonable efforts to give the other Party prior oral or written notice and a reasonable opportunity to review and comment on the disclosure or filing, and (ii) the Purchaser may report and disclose the status and terms of the Arrangement Agreement and the transactions contemplated hereby on a confidential basis to its Financing Sources as well as to its current and prospective direct or indirect limited partners and may otherwise provide general information about the subject matter of Arrangement Agreement in connection with its fundraising, marketing, informational or reporting activities. The Party making such disclosure shall give reasonable consideration to any comments made by the other Party or its counsel, and if such prior notice is not possible, shall give such notice immediately following the making of such disclosure. The Parties agreed to jointly issue a press release with respect to the Arrangement Agreement as soon as practicable after its due execution. For the avoidance of doubt, none of the foregoing shall prevent the Company from making internal announcements to employees and having discussions with shareholders, financial analysts and other stakeholders so long as such announcements and discussions are consistent in all material respects with the most recent press releases, public disclosures or public statements made by the Company. The Parties consented to the Arrangement Agreement being filed on SEDAR+ as soon as practicable after the public announcement of the transactions contemplated in the Arrangement Agreement, with any confidential information to be redacted as agreed to by the Parties, acting reasonably, subject to Securities Laws.

Notice and Cure Provisions

Each Party has agreed to promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:

(a) cause any of the representations or warranties of such Party contained in the Arrangement Agreement to be untrue or inaccurate in any material respect at any time from the date of the Arrangement Agreement to the Effective Time if such failure to be true or accurate would cause any condition in Section 6.2(1) [ Company Representations and Warranties Conditions ] or Section 6.3(1) [ Purchaser Representations and Warranties Conditions ] of the Arrangement Agreement, as applicable, to not be satisfied; or
(b) result in the failure to comply with any covenant or agreement to be complied with by such Party under the Arrangement Agreement if such failure to comply would cause any condition in Section 6.2(2) [Company Covenants Condition] or Section 6.3(2) [ Purchaser Covenants Condition ] of the Arrangement Agreement not to be satisfied.

Notification provided under Section 4.9 of the Arrangement Agreement will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under the Arrangement Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 4.9(1) of the Arrangement Agreement shall not be considered in determining whether any condition in Section 6.2, Section 6.3(1) or Section 6.3(2) of the Arrangement Agreement has been satisfied.

The Purchaser may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(1)(d)(i) of the Arrangement Agreement and the Company may not elect to exercise its right to terminate the Arrangement Agreement pursuant to Section 7.2(1)(c)(i) of the Arrangement Agreement, unless the Party seeking to terminate the Arrangement Agreement (the “ Terminating Party ”) has delivered a written notice (“ Termination Notice ”) to the applicable other Party (the “ Breaching Party ”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the Outside Date, and (b) the date that is 30 days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the Meeting, unless the Parties mutually agree otherwise, the Company shall postpone or adjourn the Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party (without causing any breach of any other provision contained herein).

Insurance and Indemnification

Prior to the Effective Date, the Company has agreed to purchase customary “tail” or “run off” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Date (with such differences as are customary to reflect the fact that the Purchaser is not a publicly traded company) and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and the Purchaser has agreed to, or has agreed to cause the Company and its Subsidiaries to maintain such tail policies (or substitutes) in effect without any reduction in scope or coverage for six years from the Effective Date; provided that the cost of such policies shall not exceed 300% of the current annual premium for the Company directors and officers insurance.

Except as may be required by applicable Law, the Purchaser has agreed to, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of the Company and its Subsidiaries to the extent thy were disclosed in the Company Disclosure Letter and has acknowledged that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date.

If the Purchaser, the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, the Purchaser shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of the Company or its Subsidiaries) assumes all of the obligations set forth in Section 4.10 of the Arrangement Agreement.

Additional Covenants Regarding Non-Solicitation

Non-Solicitation

Except as provided in Article 5 of the Arrangement Agreement, from and after the date of the Arrangement Agreement until the Arrangement Agreement is otherwise terminated in accordance with its terms, the Company has agreed not to, and has agreed that none of its Subsidiaries nor any of its or its Subsidiaries’ directors, officers and employees shall, and the Company has agreed to cause its and its Subsidiaries’ affiliates, investments bankers, attorneys, accountants and other advisors or representatives (such directors, officers, employees, affiliates investments bankers, attorneys, accountants and other advisors or representatives, collectively, “ Representatives ”) not to, directly or indirectly:

(a) solicit, assist, initiate, encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Company or any Subsidiary) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal;
(b) enter into or otherwise engage or participate in or knowingly facilitate any discussions or negotiations with any Person (other than with the Purchaser or any Person acting jointly or in concert with the Purchaser) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(c) withdraw, amend, modify or qualify, or publicly propose to withdraw, amend, modify or qualify, in a manner adverse to the Purchaser, the Board Recommendation or make a Change in Recommendation;
(d) accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to a publicly announced Acquisition Proposal for a period of no more than five (5) Business Days following the public announcement of such Acquisition Proposal will not be considered to be in violation of Section 5.1 of the Arrangement Agreement provided the Board has rejected such Acquisition Proposal and affirmed the Board Recommendation before the end of such five (5) Business Day period); or
(e) accept, approve, endorse or enter into or publicly propose to accept, approve, endorse or enter into (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) any agreement in respect of an Acquisition Proposal;

Except as provided in Article 5 of the Arrangement Agreement, from and after the date of the Arrangement Agreement, the Company has agreed to, and has agreed to cause its Subsidiaries and its and their Representatives to, immediately cease and terminate any solicitation, encouragement, discussion or negotiation commenced prior to the date of the Arrangement Agreement with any Person (other than each of the Purchaser, the Guarantors and their affiliates and Representatives) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection therewith, the Company has agreed to:

(a) promptly discontinue access to and disclosure of all confidential information regarding the Company or any of its Subsidiaries, including any data room and any access to the properties, facilities, books or records of the Company and any of its Subsidiaries; and
(b) to the extent that such information has not previously been returned or destroyed, within five (5) Business Days of the date of the Arrangement Agreement, request (i) the return or destruction of all copies of any confidential information regarding the Company or any Subsidiary, and (ii) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding the Company or any Subsidiary (subject to the terms of the applicable confidentiality or similar agreement, including the rights of retention that such Person may have under such agreement);

in each case, provided to any Person (other than the Purchaser. or any of its affiliates) since January 1, 2022 in respect of a possible Acquisition Proposal, and has agreed to use its commercially reasonable efforts to ensure that such requests are complied with in accordance with the terms of such rights.

The Company represented and warranted as of the date of the Arrangement Agreement that, in the 12 months prior to the date of the Arrangement Agreement, neither the Company nor any of its Subsidiaries (directly or indirectly, through any of its or their Representatives or otherwise) has waived any standstill, confidentiality, non-disclosure, non-solicitation, business purpose, use or similar agreement or restriction to which the Company or any of its Subsidiaries is a party. The Company has agreed that it shall (a) use reasonable best efforts to enforce any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party, and (b) without prior written consent of the Purchaser, not release any Person from, or waive, amend, suspend or otherwise modify any Person’s obligations respecting the Company, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which the Company or any Subsidiary is a party that remains in effect as of the date of the Arrangement Agreement (it being acknowledged by the Purchaser that the automatic termination

or release of any standstill restrictions of any such agreements in accordance with the terms of any such agreements shall not be a violation of Section 5.1(3) of the Arrangement Agreement).

Notification of Acquisition Proposals

Under the Arrangement Agreement, if the Company or any of its Subsidiaries receives, or any of their respective Representatives receives, or otherwise becomes aware of, any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, or any request in connection with any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, for copies of, access to, or disclosure of, confidential information relating to the Company or any Subsidiary, the Company shall promptly notify the Purchaser, at first orally, and then within 48 hours, in writing, of such Acquisition Proposal, inquiry, proposal, offer or request, including a description of the material terms and conditions of the Acquisition Proposal, inquiry, proposal or offer and the identity of all Persons making the Acquisition Proposal, inquiry, proposal, offer or request. The Company shall keep the Purchaser promptly and reasonably informed of the status of material developments and, to the extent the Company is permitted by Section 5.3 of the Arrangement Agreement to enter into discussions or negotiations, the status of discussions and negotiations with respect to such Acquisition Proposal, inquiry or substantive documents, or proposal, offer or request, including any material changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

Responding to an Acquisition Proposal

Notwithstanding Section 5.1 of the Arrangement Agreement, if, at any time following the date of the Arrangement Agreement and prior to obtaining the approval of the Shareholders of the Arrangement Resolution, the Company receives a bona fide written Acquisition Proposal, the Company and its Representatives may enter into, engage in, participate in or facilitate discussions or negotiations with such Person regarding such Acquisition Proposal, and, subject to entering into a confidentiality and standstill agreement with such Person containing terms that are not materially less favourable to the Company than those contained in the Confidentiality Agreement (it being understood and agreed that such confidentiality and standstill agreement need not restrict the making of a confidential Acquisition Proposal and related communications to the Company, the Board or the Special Committee), a copy of which shall be provided to the Purchaser prior to providing such Person with any such copies, access or disclosure, the Company and its Representatives may provide copies of, access to or disclosure of information, properties, facilities, books or records of the Company or its Subsidiaries (provided the Company promptly (and in any event within 48 hours) provides or makes available to Purchaser any information concerning the Company or its Subsidiaries that is provided or made available to any Person given such copies, access or disclosure which was not previously provided to Purchaser or its Representatives), if and only if:

(a) the Board first determines (based upon, amongst other things, the recommendation of the Special Committee) in good faith, after consultation with its financial advisors and legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to constitute or lead to a Superior Proposal;
(b) the Person submitting the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing confidentiality, standstill, non-disclosure, use, business purpose or similar agreement, restriction or covenant with the Company or any of its Subsidiaries; and
(c) the Company has been, and continues to be, in compliance with its obligations under Section 5.1 of the Arrangement Agreement in all material respects.

Right to Match

If the Company receives an Acquisition Proposal that constitutes a Superior Proposal prior to the approval of the Arrangement Resolution by the Shareholders the Board may (based upon, amongst other things, the recommendation of the Special Committee), (A) recommend such Superior Proposal or (B) cause the Company to accept, approve or enter into a definitive agreement with respect to such Superior Proposal, if and only if:

(a) the Company has been, and continues to be, in compliance with its obligations under Article 5 of the Arrangement Agreement in all material respects;

(b) the Company or its Representatives have delivered to the Purchaser a written notice of the determination of the Board based upon, amongst other things, the recommendation of the Special Committee, that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Board to recommend such Superior Proposal or accept, approve or to enter into a definitive agreement with respect to such Superior Proposal (the “ Superior Proposal Notice ”);
(c) the Company or its Representatives have provided to the Purchaser a copy of the proposed definitive agreement for the Superior Proposal and all ancillary documentation (and supporting materials) containing material terms and conditions of the Superior Proposal including any financing documents and any related fee and engagement letters, subject to customary confidentiality provisions and to the extent any consideration offered under such Superior Proposal is non-cash, the cash value that the Board has, after consultation with outside financial advisors, determined should be ascribed to such non-cash consideration offered under the Superior Proposal;
(d) at least five (5) Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which the Purchaser received the Superior Proposal Notice and the date on which the Purchaser received a copy of the proposed definitive agreement for the Superior Proposal and all ancillary documentation (and supporting materials) including any financing, commitments or other documents containing material terms and conditions of the Superior Proposal;
(e) during any Matching Period, the Purchaser has had the opportunity (but not the obligation), in accordance with Section 5.4(2) of the Arrangement Agreement, to offer to amend the Arrangement Agreement and the Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
(f) after the Matching Period, the Board (based upon, amongst other things, the recommendation of the Special Committee) has determined in good faith (i) after consultation with its financial advisors and legal counsel, that such Acquisition Proposal continues to constitute a Superior Proposal (and, if applicable, compared to the terms of the Arrangement as proposed to be amended by the Purchaser under Section 5.4(2) of the Arrangement Agreement) and (ii) after consultation with its legal counsel, that the failure to take the relevant action would be inconsistent with its fiduciary duties; and
(g) in the case of the Company exercising its rights under clause (b) above, prior to or concurrently with entering into such definitive agreement, the Company terminates the Arrangement Agreement pursuant to Section 7.2(1)(c)(ii) of the Arrangement Agreement and pays the Termination Fee pursuant to Section 8.2(3) of the Arrangement Agreement.

During the Matching Period, or such longer period as the Company may approve in writing for such purpose:

(a) the Board (and Special Committee) shall review any offer made by the Purchaser under Section 5.4(1)(e) of the Arrangement Agreement to amend the terms of the Arrangement Agreement and the Arrangement in order to determine whether such offer would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and
(b) the Company shall negotiate in good faith with the Purchaser to make such amendments to the terms of the Arrangement Agreement and the Arrangement as would enable the Purchaser to proceed with the transactions contemplated by the Arrangement Agreement on such amended terms. If the Board (based upon, amongst other things, the recommendation of the Special Committee) determines that such Acquisition Proposal would cease to be a Superior Proposal, the Company shall promptly so advise the Purchaser and the Company and the Purchaser shall amend the Arrangement Agreement to reflect such offer made by the Purchaser, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing. The Board shall promptly reaffirm (subject to Section 5.1(1)(d)) the Board Recommendation by press release after any publicly announced Acquisition Proposal is determined not to be a Superior Proposal, or if the Board determines that a proposed amendment to the terms of the Arrangement Agreement and the Arrangement as contemplated under Section 5.4(2) of the Arrangement Agreement would result in an Acquisition Proposal previously determined to be a Superior Proposal no longer being a Superior Proposal. The Company shall provide the Purchaser and its legal counsel with a reasonable opportunity to review the form and content of

any such press release and shall make all reasonable amendments to such press release requested by the Purchaser and its legal counsel.

Each successive amendment to any Acquisition Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 5.4 of the Arrangement Agreement and, without limiting the generality of the foregoing, the Purchaser shall be afforded a new Matching Period from the later of the date on which the Purchaser receives a Superior Proposal Notice with respect to such new Superior Proposal and the date on which the Purchaser receives all of the materials set forth in Section 5.4(1)(c) of the Arrangement Agreement with respect to the new Superior Proposal (including any financing commitments or other documents containing material terms and conditions of such Superior Proposal).

If the Company provides a Superior Proposal Notice to the Purchaser on a date that is less than five Business Days before the Meeting, the Company shall either proceed with or shall postpone the Meeting, as directed by the Purchaser acting reasonably, to a date that is not more than ten (10) Business Days after the scheduled date of the Meeting but in any event the Meeting shall not be postponed to a date which would prevent the Effective Date from occurring on or prior to the Outside Date.

Any violation of the restrictions set forth in Article 5 of the Arrangement Agreement by a Subsidiary or a Representative of the Company will be deemed to be a breach of Article 5 of the Arrangement Agreement by the Company for which the Company will be responsible.

Nothing contained in the Arrangement Agreement shall prohibit the Board from making a Change in Recommendation or from making any disclosure to any securityholders of the Company prior to the Effective Time, including for greater certainty disclosure of a Change in Recommendation, if, in the good faith judgment of the Board, after consultation with outside legal counsel, failure to take such action or make such disclosure would reasonably be expected to be inconsistent with the Board’s exercise of its fiduciary duties or such action or disclosure is otherwise required by Law (including by responding to an Acquisition Proposal under a directors’ circular or otherwise as required by Law); provided that, for greater certainty, in the event of a Change in Recommendation and a termination by the Purchaser of the Arrangement Agreement pursuant to Section 7.2(1)(d)(ii) of the Arrangement Agreement, the Company shall be obligated to pay the Termination Fee as required by Section 8.2(2) of the Arrangement Agreement. The Board may not make a Change in Recommendation pursuant to the preceding sentence unless the Company gives the Purchaser at least two (2) Business Days prior written notice of its intention to make such Change in Recommendation, provided that, for greater certainty, the foregoing limitation shall not apply in respect of any actions taken under Section 5.4(1) the Arrangement Agreement. Should the Board make a Change in Recommendation in accordance with the foregoing, Section 4.8 of the Arrangement Agreement shall no longer be applicable to disclosures made by the Company. In addition, nothing contained in the Arrangement Agreement shall prohibit the Company or the Board from calling and/or holding a meeting of Shareholders requisitioned by Shareholders in accordance with the OBCA or taking any other action to the extent ordered or otherwise mandated by a Governmental Entity.

Conditions to the Arrangement Becoming Effective

Mutual Conditions Precedent

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is and remains satisfied, which conditions may only be waived, in whole or in part, by the mutual written consent of the Purchaser and the Company:

(a) the Arrangement Resolution has been approved and adopted by the Shareholders at the Meeting in accordance with the Interim Order;
(b) the Interim Order and the Final Order have each been obtained on terms consistent with the Arrangement Agreement and have not been set aside or modified in a manner unacceptable to either the Company or the Purchaser, each acting reasonably, on appeal or otherwise; and
(c) no Law is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement.

Additional Conditions Precedent to the Obligations of the Purchaser

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

(a) the representations and warranties of the Company set forth (i) in Paragraph (6) [ Capitalization ] of Schedule C is true and correct in all respects as of the date of the Arrangement Agreement (except for de minimis inaccuracies), (ii) Paragraphs (2) [ Corporate Authorization ], (3) [ Execution and Binding Obligation ], (35)(a) [ Brokers ] and the first sentence of Paragraph (1) [ Organization and Qualification ] of Schedule C to the Arrangement Agreement are true and correct in all respects as of the date of the Arrangement Agreement and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and (iii) the other representations and warranties of the Company set forth in the Arrangement Agreement are true and correct as of the date of the Arrangement Agreement and as of the Effective Time (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), except to the extent that the failure or failures of such representations and warranties to be so true and correct, individually or in the aggregate, has not had and would not be reasonably be expected to have a Material Adverse Effect (and, for this purpose, determined without regard to any qualification by any of the terms “material”, “Material Adverse Effect” or other concepts of materiality in such representations and warranties); and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;
(b) the Company has fulfilled or complied in all material respects with each of the covenants of the Company contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Company has delivered a certificate confirming same to the Purchaser, executed by two senior officers of the Company (in each case without personal liability) addressed to the Purchaser and dated the Effective Date;
(c) no proceeding shall have been commenced by any Governmental Entity against the Company, any of its Subsidiaries or the Purchaser that would (i) prohibit the consummation of the Arrangement substantially on the terms contemplated by the Arrangement Agreement, (ii) cease trade, enjoin or prohibit the Purchaser’s ability to acquire any Shares upon completion of Arrangement, or (iii) prohibit the ownership or operation by the Purchaser of the business of the Company or any of its Subsidiaries or any material portion of the business or assets of the Company or any of its Subsidiaries’ following completion of the Arrangement;
(d) since the date of the Arrangement Agreement, there shall not have occurred a Material Adverse Effect that remains continuing; and
(e) Shareholders shall not have exercised their Dissent Rights, or have instituted proceedings to exercise Dissent Rights in connection with the Arrangement with respect to more than 10% of the outstanding Shares.

Additional Conditions Precedent to the Obligations of the Company

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

(a) the representations and warranties of the Purchaser set forth in the Arrangement Agreement which are qualified by references to materiality are true and correct as of the date of the Arrangement Agreement and as of the Effective Time in all respects (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date) and all other representations and warranties of the Purchaser set forth in the Arrangement Agreement are true and correct as of the Effective Time in all material respects (except for representations and warranties made as of a specified date, the accuracy of which shall be determined as of such specified date), and the Purchaser has delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date;

(b) the Purchaser has fulfilled or complied in all material respects with each of the covenants of the Purchaser contained in the Arrangement Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and the Purchaser has delivered a certificate confirming same to the Company, executed by two of its senior officers (in each case without personal liability) addressed to the Company and dated the Effective Date; and
(c) the Purchaser shall have complied in all respects with its obligations under Section 2.8 of the Arrangement Agreement and the Depositary shall have confirmed to the Company in writing the receipt of the funds contemplated by Section 2.8 thereof.

Satisfaction of Conditions

The conditions precedent set out above will be conclusively deemed to have been satisfied, waived or released when the Certificate of Arrangement is issued by the Director of the OBCA.

Term and Termination

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

The Arrangement Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or
(b) either the Company or the Purchaser if:
i. the Meeting is duly convened and held and the Arrangement Resolution is voted on by Shareholders and not approved by the Shareholders as required by the Interim Order;
ii. after the date of the Arrangement Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins the Company or the Purchaser from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable, provided that the Party seeking to terminate the Arrangement Agreement pursuant to Section 7.2(1)(b)(ii) of the Arrangement Agreement has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement and provided further that the enactment, making, enforcement or amendment of such Law was not caused by, or a result of, a breach by such Party of any of its representations or warranties or to the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or
iii. the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate the Arrangement Agreement pursuant to Section 7.2(1)(b)(iii) of the Arrangement Agreement if the failure of the Effective Time to so occur has been caused by, or is the result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement; or

(c)

the Company if:

i. a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Purchaser under the Arrangement Agreement occurs that would cause any condition in Section 6.3(1) [ Purchaser Representations and Warranties Condition ] or Section 6.3(2) [ Purchaser Covenants Condition] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9(3) of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Company is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.2(1) [ Company Representations and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] of the Arrangement Agreement not to be satisfied;

ii. prior to the approval by the Shareholders of the Arrangement Resolution, the Board authorizes the Company, in accordance with and subject to the terms and conditions of the Arrangement Agreement, to enter into a written agreement (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) with respect to a Superior Proposal in accordance with Section 5.4 of the Arrangement Agreement, provided that (A) the Company is then in compliance with Article 5 of the Arrangement Agreement, in all material respects and (B) prior to or concurrent with such termination the Company pays the Termination Fee in accordance with Section 8.2(3) of the Arrangement Agreement; or
iii. (A) the conditions in Section 6.1 [ Mutual Conditions ] and Section 6.2 [ Purchaser Conditions ] of the Arrangement Agreement have been and continue to be satisfied or waived by the applicable Party or Parties at the time the Closing is required to have occurred pursuant to Section 2.7(2) of the Arrangement Agreement (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but are reasonably capable of being satisfied by the Effective Date); (B) the Company has irrevocably confirmed by written notice (and not revoked such notice) to the Purchaser, at least three (3) Business Days before such termination, that all conditions set forth in Section 6.1 [ Mutual Conditions ] and Section 6.3 [ Company Conditions ] of the Arrangement Agreement have been (and continue to be) satisfied or waived by the Company (or in the case of conditions that by their terms are to be satisfied at the Closing, are reasonably capable of being satisfied by the Effective Date or have been waived by all parties entitled to the benefit of such conditions) and the Company has irrevocably confirmed to the Purchaser in writing that it is prepared to consummate the Closing, and (C) within three (3) Business Days after the Company has delivered written notice to the Purchaser pursuant to clause (B), the Closing has not been consummated in accordance with Section 2.7(2); or

(d) the Purchaser if:

i. a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company under the Arrangement Agreement occurs that would cause any condition in Section 6.2(1) [ Company Representations and Warranties Condition ] or Section 6.2(2) [ Company Covenants Condition ] of the Arrangement Agreement not to be satisfied, and such breach or failure is incapable of being cured or is not cured in accordance with the terms of Section 4.9(3) of the Arrangement Agreement; provided that any wilful breach shall be deemed to be incapable of being cured and provided further that the Purchaser is not then in breach of the Arrangement Agreement so as to cause any condition in Section 6.3(1) [ Purchaser Representations and Warranties Condition ] or Section 6.3(2) [ Purchaser Covenants Condition ] of the Arrangement Agreement not to be satisfied;
ii. prior to the approval by the Shareholders of the Arrangement Resolution, (A) the Board or any committee of the Board fails to unanimously recommend or withdraws, amends, modifies or qualifies, or publicly proposes or states an intention to withdraw, amend, modify or qualify, the Board Recommendation, (B) the Board or any committee of the Board accepts, approves, endorses or recommends, or publicly proposes or states an intention to accept, approve, endorse or recommend, an Acquisition Proposal or takes no position or remains neutral with respect to a publicly announced Acquisition Proposal for more than five (5) Business Days (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, by the end of the third (3[rd] ) Business Day prior to the date of the Meeting), (C) the Board or any committee of the Board fails to publicly reaffirm the Board Recommendation within five (5) Business Days after having been requested in writing to do so by the Purchaser (or in the event that the Meeting is scheduled to occur within such five (5) Business Day period, by the end of the third (3[rd] ) Business Day prior to the date of the Meeting), or (D) in the case of a take-over bid or insider bid subject to National Instrument 62-104 – Takeover Bids and Issuer Bids of the Canadian Securities Administrators, any failure by the Board to unanimously recommend, in a directors’ circular, rejection of such take-over bid or insider bid, (E) the Board or any committee of the Board accepts, approves, endorses or recommends entering into or enters into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement), or publicly proposes to accept or enter into any written agreement, commitment or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 5.3 of the Arrangement Agreement) (together with any of the matters set forth in (A) or (B) or (C) or (D), a “ Change in

Recommendation ”) or (F) the Company breaches Section 5.2 of the Arrangement Agreement in any material respect; or

iii. there has occurred a Material Adverse Effect.

Amendments

The Arrangement Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the Meeting but not later than the Effective Time, be amended by mutual written agreement of the Company and the Purchaser, without further notice to or authorization on the part of the Shareholders, and any such amendment may, subject to the Interim Order and the Final Order and Laws:

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

Notwithstanding anything to the contrary contained in the Arrangement Agreement, the Financing Source Sections, may not be amended, supplemented, waived or otherwise modified in a manner adverse to the Financing Sources without the prior written consent of such Financing Sources.

Definition of Outside Date

The Outside Date under the Arrangement Agreement is July 12, 2024 or such later date as may be agreed to in writing by the Parties.

Termination Fees and Expenses

Except as otherwise provided in the Arrangement Agreement, all costs and expenses incurred in connection with the Arrangement Agreement shall be paid by the Party incurring such cost or expense. The Purchaser has agreed to pay any filing or similar fee payable to a Governmental Entity plus applicable Taxes in connection with a Regulatory Approval.

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, the Company has agreed to pay the Purchaser or if designated in writing by the Purchaser, a parent entity, as consideration for the disposition of the Purchaser’s right under the Arrangement Agreement, the Termination Fee in accordance with Section 8.2(3) of the Arrangement Agreement. For the purposes of the Arrangement Agreement:

(a) “ Termination Fee ” means $6,269,000; and
(b) “ Termination Fee Event ” means the termination of the Arrangement Agreement:
i. by the Purchaser, pursuant to Section 7.2(1)(d)(ii) thereof [ Change in Recommendation, Acquisition Proposal Agreement, etc .];
ii. by the Company, pursuant to Section 7.2(1)(c)(ii) thereof [ To enter into a Superior Proposal ];
iii. by the Company or the Purchaser pursuant to Section 7.2(1)(b)(i) thereof [ Failure of Shareholders to Approve ], Section 7.2(1)(b)(iii) thereof [ Outside Date ] or Section 7.2(1)(d)(i) thereof (due to a wilful breach or fraud) [ Company Breach ] if:

(i) following the date of the Arrangement Agreement and prior to the Meeting, a bona fide Acquisition Proposal involving the Company shall have been publicly announced by any Person or publicly made known to the shareholders of the Company (other than the Purchaser or any of its affiliates or any Person acting jointly or in concert with any of the foregoing);
(ii) such Acquisition Proposal has not expired or been publicly withdrawn at least five (5) Business Days prior to the Meeting; and
(iii) within twelve (12) months following the date of such termination (x) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) is consummated, or (y) the Company enters into a contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated or effected (whether or not within twelve (12) months following such termination)

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

If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Company pursuant to Section 7.2(1)(c)(ii) [ To enter into a Superior Proposal ] of the Arrangement Agreement, the Termination Fee shall be paid prior to or concurrently with the occurrence of such Termination Fee Event. If a Termination Fee Event occurs due to a termination of the Arrangement Agreement by the Purchaser pursuant to Section 7.2(1)(d)(ii) [ Change in Recommendation, Acquisition Proposal Agreement, or Breach of Non-Solicit etc. ] thereof, the Termination Fee shall be paid within two (2) Business Days following such Termination Fee Event. If a Termination Fee Event occurs in the circumstances set out in Section 8.2(2)(b)(iii) [ Acquisition Proposal Tail ] of the Arrangement Agreement, the Termination Fee shall be paid upon the consummation of the Acquisition Proposal referred to therein. Any Termination Fee shall be paid (less any applicable withholding Tax) by the Company to the Purchaser (or to a parent entity as the Purchaser may direct by notice in writing), by wire transfer in immediately available funds to an account designated by the Purchaser or parent entity. For greater certainty, in no event shall the Company be obligated to pay the Termination Fee on more than one occasion. Payment of the Termination Fee by the Company shall be made free and clear of and without withholding or deduction for or on account of any Tax, unless the withholding or deduction of such Taxes is then required by applicable Law or the interpretation or administration thereof; provided, however, that the Company will notify the Purchaser of its intent to withhold prior to making any such withholding, and if requested by the Purchaser, the Parties shall cooperate to reduce or eliminate the amount so withheld, if possible, through the provision of any Tax forms, information, reports or certificates, including, among others, filing any documents with any relevant Governmental Entity.

Despite any other provision in the Arrangement Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Reverse Termination Fee Event occurs, the Purchaser has agreed to pay or cause to be paid to the Company as consideration for the disposition of the Company’s rights under the Arrangement Agreement, by wire transfer in immediately available funds to an account designated by the Company, an amount equal to $9,403,000 (the “ Reverse Termination Fee ”) (subject to any applicable withholding Tax) within two (2) Business Days following such Reverse Termination Fee Event. Payment of the Reverse Termination Fee by the Purchaser shall be made free and clear of and without withholding or deduction for or on account of any Tax, unless the withholding or deduction of such Taxes is then required by applicable Law or the interpretation or administration thereof; provided, however, that the Purchaser will notify the Company of its intent to withhold prior to making any such withholding, and if requested by the Company, the Parties shall cooperate to reduce or eliminate the amount so withheld, if possible, through the provision of any Tax forms, information, reports or certificates, including, among others, filing any documents with any relevant Governmental Entity. For greater certainty, in no event shall the Purchaser be obligated to pay the Reverse Termination Fee on more than one occasion. For the purposes of the Arrangement Agreement, “ Reverse Termination Fee Event ” means the termination of the Arrangement Agreement:

(a) by the Company pursuant to Section 7.2(1)(c)(i) (due to a wilful breach or fraud) thereof [Purchaser Breach] ;

(b) by the Company, pursuant to Section 7.2(1)(c)(iii) thereof [Failure of Purchaser to Consummate] ; or
(c) by the Purchaser pursuant to Section 7.2(1)(b)(iii) thereof [Outside Date] , if at the time of termination the Company could have terminated the Arrangement Agreement pursuant to Section 7.2(1)(c)(i) [Purchaser Breach] or Section 7.2(1)(c)(iii) [Failure of Purchaser to Consummate] thereof.

Closing Date

Unless another time or date is agreed to in writing by the Parties, the completion of the Arrangement (the “ Closing ”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), unless another place is agreed to in writing by the Parties, at 9:00 a.m. (Toronto time) on the third Business Day after the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 6 of the Arrangement Agreement (excluding conditions that, by their terms, are to be satisfied on the Effective Date, but subject to the satisfaction, or where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties, provided that if on the date the Company would otherwise be required to file the Articles of Arrangement pursuant to this Section, a Party has delivered a Termination Notice pursuant to Section 4.9(3) of the Arrangement Agreement, the Company shall not file the Articles of Arrangement until the Breaching Party has cured the breaches of representations, warranties, covenants or other matters specified in the Termination Notice. The Company will send the Articles of Arrangement to the OBCA Director on the day of Closing.

Injunctive Relief

Under the Arrangement Agreement, the Parties have agreed that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of the Arrangement Agreement were not performed in accordance with their specific terms or were otherwise breached. It was accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches or threatened breaches of the Arrangement Agreement, and to enforce compliance with the terms of the Arrangement Agreement (including, for the avoidance of doubt, the covenants of the Purchaser in respect of the Financing in Section 4.5 of the Arrangement Agreement), without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

The Parties have explicitly agreed that the Company shall be entitled to specific performance of the Purchaser’s obligation to cause the Equity Financing (or any alternative financing to the Equity Financing contemplated by Section 4.5 of the Arrangement Agreement) to be funded, including by requiring the Purchaser to file one or more lawsuits against the parties to the Equity Commitment Letter to fully enforce such parties’ obligations under the Equity Commitment Letter and the Purchaser’s rights thereunder, and the Purchaser to fund its obligations pursuant to Section 2.8 of the Arrangement Agreement; provided, however, that such right shall only be available if:

(a) all conditions in Section 6.1 and Section 6.2 of the Arrangement Agreement have been satisfied or waived by the applicable Party or Parties (excluding conditions that, by their terms, are to be satisfied on the Effective Date but are reasonably capable of being satisfied by the Effective Date) and the Purchaser fails to consummate the Arrangement on the date on which the Effective Date should have occurred pursuant to Section 2.7(2) of the Arrangement Agreement;
(b) any Debt Financing provided for by any Debt Commitment Letter (or any alternative financing to any Debt Financing contemplated by Section 4.5 of the Arrangement Agreement) arranged in accordance with the Arrangement Agreement has been funded or is reasonably likely to be funded on the Effective Date if the Equity Financing (or any alternative financing to the Equity Financing contemplated by Section 4.5) is funded on the Effective Date; and
(c) the Company has irrevocably confirmed in that if specific performance is granted and the Equity Financing and any Debt Financing (or any alternative financings thereto contemplated by Section 4.5 of the Arrangement Agreement) are funded it is ready, willing and able to consummate the Arrangement.

Each Party has thereby agreed not to raise any objections to the availability of the equitable remedies provided for in the Arrangement Agreement and the Parties have further agreed that (i) by seeking the remedies provided for in Section 8.5 of the Arrangement Agreement, a Party shall not in any respect waive its right to seek any other form of relief that may be available to a Party under the Arrangement Agreement (including monetary damages), and (ii) nothing set forth in Section 8.5 of the Arrangement Agreement shall require any Party thereto to institute any proceeding for (or limit any Party’s right to institute any proceeding for) specific performance under Section 8.5 of the Arrangement Agreement prior or as a condition to exercising any termination right under the Arrangement Agreement (and/or receipt of any amounts due in connection with such termination), nor shall the commencement of any legal action or legal proceeding pursuant to Section 8.5 of the Arrangement Agreement or anything set forth in Section 8.5 of the Arrangement Agreement restrict or limit any Party’s right to terminate the Arrangement Agreement in accordance with the terms of the Arrangement Agreement, or pursue any other remedies under the Arrangement Agreement that may be available then or thereafter.

Governing Law

The Arrangement Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Each Party has agreed to irrevocably attorn and submit to the non-exclusive jurisdiction of the Ontario courts situated in the City of Toronto and has agreed to waive objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

Voting Support Agreements

On March 12, 2024, the directors, officers and the Supporting Shareholders (collectively beneficially owning and/or exercising control or direction over, an aggregate of 102,306,679 Shares, which represented approximately 76.6% of the issued and outstanding Shares as of the Record Date) entered into the Voting Support Agreements pursuant to which, such directors, officers and the Supporting Shareholders have agreed, solely in their capacity as Shareholders and subject to the terms of the applicable Voting Support Agreements, among other things and subject to certain exceptions, to vote their Shares in favour of the Arrangement Resolution at the Meeting and any matters related to the Arrangement, as contemplated by the Arrangement Agreement.

The following description of certain provisions of the Voting Support Agreements is a summary only. The summary of certain provisions of the Voting Support Agreements below and in this Circular is not comprehensive and is qualified in its entirety by reference to the full text of Voting Support Agreements which are available under the Company’s profile on SEDAR+ at www.sedarplus.com. This summary may not contain all of the information about the Voting Support Agreements that is important to Shareholders. Shareholders are encouraged to read the Voting Support Agreements carefully and in their entirety.

The Voting Support Agreements set forth, among other things and subject to certain exceptions, the agreement of such directors, officers and Supporting Shareholders to vote their Shares in favour of the Arrangement Resolution at the Meeting and any matters related to the Arrangement, as contemplated by the Arrangement Agreement.

Each director, officer and Supporting Shareholder has also made various covenants regarding restrictions as to their ability to, among other things, (a) any rights of appraisal or rights of dissent and (b) solicit, initiate or encourage inquiries, submissions, proposals or offers from any other Person relating to: (i) any Acquisition Proposal; or (ii) except as provided by the terms of the Voting Support Agreement, the direct or indirect acquisition or disposition of all or any of the Securityholder’s Shares or Options.

The Voting Support Agreements do not limit or restrict the director or officer of the Company from properly fulfilling their fiduciary duties under applicable corporate law as a director or officer of the Company, including, to the extent necessary to fulfill those duties, engaging in discussions or negotiations with a Person, or taking any other action in response to an Acquisition Proposal, in each case in to the extent authorized by the Board and otherwise accordance with the terms of the Arrangement Agreement.

The directors, officers and Supporting Shareholders, as applicable, and the Purchaser have provided limited representations and warranties in connection with the Voting Support Agreements.

Upon termination of the Voting Support Agreements, the obligations of each party shall be of no further force or effect and no party shall have liability to any other party. The Securityholder shall be entitled to withdraw any proxy or power of attorney in respect of the Arrangement Resolution in the event the Voting Support Agreements are duly terminated.

The Voting Support Agreements shall automatically terminate upon the earlier of (a) the occurrence of the Effective Time; and (b) the termination of the Arrangement Agreement in accordance with its terms.

The Voting Support Agreements may also be terminated (a) by mutual consent of the Purchaser and the Securityholder (b) by the Securityholder, when not in material default of its performance of its obligations under the applicable Voting Support Agreement that has not been remedied or cured within five (5) Business Days of written notice of such default, upon delivery of written notice of termination to the Purchaser, and without prejudice to any of its rights hereunder and in its sole discretion, if: (i) any of the representations and warranties of the Purchaser in the applicable Voting Support Agreement shall not be true and correct in all material respects or (ii) the Purchaser shall not have complied with its covenants to the Securityholder contained in the applicable Voting Support Agreement in all material respects; (c) by the Purchaser, when not in material default of its performance of its obligations under the applicable Voting Support Agreement that has not been remedied or cured within five (5) Business Days of written notice of such default, upon delivery of written notice of termination to the Securityholder, and without prejudice to any of its rights hereunder and in its sole discretion, if: (i) any of the representations and warranties of the Securityholder in applicable Voting Support Agreement shall not be true and correct in all material respects or (ii) the Securityholder shall not have complied with its covenants to the Purchaser contained in the applicable Voting Support Agreement in all material respects; or by the securityholder if the Purchaser and the Company amend the Arrangement Agreement, without prior written consent of the Securityholder, in a manner that results in a reduction or a variation in the form of, or materially delays the payment of, the Consideration payable pursuant to the Arrangement, or that is materially adverse to the securityholder.

CERTAIN CANADIAN LEGAL MATTERS

Canadian Securities Law Matters

The Company is a reporting issuer (or its equivalent) in Ontario, Alberta and British Columbia and accordingly, is subject to applicable securities Laws of such provinces. Among other things, the securities regulatory authorities in certain of the provinces of Canada, including Ontario and Alberta, have adopted MI 61-101 to regulate transactions which raise the potential for conflicts of interest, including issuer bids, insider bids, related party transactions and business combinations, and to ensure that all securityholders are treated in a manner that is fair and is perceived to be fair in connection with such transactions.

The protections afforded by MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101). A “business combination”, for an issuer, includes an arrangement as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, regardless of whether the equity security is replaced with another security, in circumstances where a person that is a “related party” (as defined in MI 61-101) of the issuer at the time the transaction is agreed to (i) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with “joint actors” (as defined in MI 61-101), (ii) is a party to any “connected transaction” (as defined in MI 61-101) to the transaction, or (iii) is entitled to receive, directly or indirectly, as a consequence of the transaction, (A) consideration per equity security that is not identical in amount and form to the entitlement of the general body of holders in Canada of securities of the same class or (B) a “collateral benefit” (as defined in MI 61-101).

As discussed below, the Arrangement constitutes a “business combination” for purposes of MI 61-101.

Bona Fide Prior Offers and Prior Valuations

During the 24 months prior to the entering into of the Arrangement Agreement, except as disclosed herein, the Company has not received any bona fide prior offer related to the subject matter of the Arrangement or that is otherwise relevant to the Arrangement.

During the 24 months prior to the entering of the Arrangement Agreement, to the knowledge of the Company, no “prior valuations” (as defined in MI 61-101) have been conducted.

The Company is not required to obtain a formal valuation under MI 61-101 as no “interested party” (as defined in MI 61-101) is, as a consequence of the Arrangement, directly or indirectly acquiring the Company or its business or combining with the Company, whether alone or with joint actors, and neither the Arrangement nor the transaction contemplated thereunder, is a “related party transaction” for which the Company would be required to obtain a formal valuation.

Minority Approval

Under MI 61-101, an issuer is not permitted to carry out a “business combination” unless it has obtained “minority approval” (as defined in MI 61-101) of every class of “affected securities” (as defined in MI 61-101) of the issuer, in each case, voting separately as a class in accordance with MI 61-101. In determining whether minority approval of a “business combination” has been obtained, an issuer is required to exclude the votes attached to “affected securities” that, to the knowledge of the issuer or any “interested party” or their respective directors or senior officers, after reasonable inquiry, are beneficially owned or over which control or direction is exercised by (a) the issuer, (b) an “interested party” (as defined in MI 61-101), (c) a “related party” of an interested party within the meaning of MI 61101 (subject to the exceptions set out therein) and (d) any person that is a joint actor with any of the foregoing referred to in (b) and (c) for the purposes of MI 61-101.

Collateral Benefits

Pursuant to MI 61-101, any related party of the Company at the time the Arrangement was agreed to that is entitled to receive a “collateral benefit”, as defined in MI 61-101, would be considered an “interested party” in the Arrangement. Consequently, the Company would be required to exclude the votes attaching to the Shares beneficially owned, or over which control or direction is exercised by, such persons, from the Minority Approval Vote.

A “collateral benefit”, as defined under MI 61-101, includes any benefit that a “related party” of the Company, which includes the directors and “senior officers” (as defined under MI 61-101) of the Company, is entitled to receive, directly or indirectly, as a consequence of the Arrangement, including, without limitation, an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of the Company or another person. MI 61-101 excludes from the meaning of collateral benefit certain benefits to a related party received solely in connection with the related party’s services as an employee, director or consultant of an issuer or an affiliated entity of the issuer or a successor to the business of the issuer where, among other things, (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the Arrangement, (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the Arrangement in any manner, (c) full particulars of the benefit are disclosed in this Circular, and (d) (i) at the time the Arrangement was agreed to, the related party and its associated entities beneficially own or exercise control or direction over less than 1% of the outstanding shares of the issuer, or (ii) (A) the related party discloses to an independent committee of the issuer the amount of consideration that the related party expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities the related party beneficially owns, (B) an independent committee, acting in good faith, determines that the value of the collateral benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party expects to receive under the terms of the Arrangement and (C) this determination is disclosed in this Circular.

Certain of the directors and senior officers of the Company hold Options. If the Arrangement is completed, the vesting of all Options is to be accelerated in accordance with their terms, and such senior officers and directors holding inthe-money Options will be entitled to receive cash payments in respect thereof at the Effective Time. See “ Information Concerning the Company – Ownership of Securities of the Company ”. Subject to the exclusions set out above, the cash payments in respect of the in-the-money Options may be considered to be “collateral benefits” received by the applicable senior officers and directors of the Company for the purposes of MI 61-101.

In addition, certain of the directors and senior officers will also receive certain other benefits as described under “ The Arrangement – Interests of Certain Persons in the Arrangement ” in the Circular. These benefits include benefits received as a result of change of control payments and the ability to acquire equity of the Purchaser following

completion of the Arrangement. Such benefits would constitute “collateral benefits” not otherwise excluded from the definition of “collateral benefit” or constitute “connected transactions”. Following disclosure by each such director and senior officer to the Special Committee of the number of securities of the Company held by them and the benefits or payments that they expect to receive pursuant to the Arrangement, the Special Committee has determined that the aforementioned benefits and transactions with respect to Philip Deck, Alvaro Pombo, David Croucher, Aly Mawani, Glenn Chenier, Lisa Scian and Lise Snelgrove are considered a “collateral benefit” or a “connected transaction” for the purposes of MI 61-101. Accordingly, the Arrangement is considered a “business combination” within the meaning of MI 61-101.

As the Arrangement is a “business combination” for the purposes of MI 61-101, the minority approval requirements of MI 61-101 will apply in connection with the Arrangement. In addition to obtaining approval of the Arrangement Resolution by at least 66[ 2] /3 % of the votes cast by Shareholders present in person or represented by proxy and entitled to vote at the Meeting, approval will also be sought from a simple majority of the votes cast at the Meeting by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting excluding for this purpose votes attached to Shares beneficially owned or over which control or direction is exercised by (a) the issuer, (b) an “interested party” (as defined in MI 61-101), (c) a “related party” of an interested party within the meaning of MI 61101 (subject to the exceptions set out therein) and (d) any person that is a joint actor with any of the foregoing referred to in (b) and (c) for the purposes of MI 61-101.

As a result, the votes attached to the Shares beneficially owned or which control or direction is exercised by Philip Deck, Alvaro Pombo, David Croucher, Aly Mawani, Glenn Chenier, Lisa Scian or Lise Snelgrove and any affiliate of, or Person acting jointly or in concert with Philip Deck, Alvaro Pombo, David Croucher, Aly Mawani, Glenn Chenier, Lisa Scian or Lise Snelgrove or any other related party of Philip Deck, Alvaro Pombo, David Croucher, Aly Mawani, Glenn Chenier, Lisa Scian and Lise Snelgrove will be excluded in determining approval of the Arrangement Resolution. To the knowledge of the Company after reasonable inquiry, Philip Deck, Alvaro Pombo, David Croucher, Aly Mawani, Glenn Chenier, Lisa Scian and Lise Snelgrove and their related parties and any affiliates acting jointly or in concert with such Person hold 13,849,722 Shares in aggregate, representing approximately 10.37% of the issued and outstanding Shares as of the close of business on the Record Date which will not be entitled to vote on the majority of the minority vote to approve the Arrangement. Accordingly, the following votes held by such excluded Shareholders will be excluded for the purpose of determining if “minority approval” of the Arrangement Resolution is obtained in accordance with MI 61-101:

Excluded Shareholder	Number of Shares Beneficially Owned, Controlled or Directed	% of Outstanding Shares(1)
Philip Deck	6,722,861(2)	5.03
Alvaro Pombo	5,319,053	3.98
David Croucher	880,700	0.66
Aly Mawani	49,608	0.04
Glen Chenier	877,500	0.66
Lisa Scian	Nil(3)	Nil
Lise Snelgrove	Nil(4)	Nil

Notes:

(1) Percentage ownership based on the Company’s issued and outstanding Shares as of the Record Date.

(2) Comprised of 6,696,611 Shares held by DBLTI Inc., a company beneficially owned by Mr. Deck and 26,250 Shares held by Mr. Deck personally.

(3) Ms. Scian is the beneficial owner of 892,500 Options of which 761,667 Options have vested as of the Record Date.

(4) Ms. Snelgrove is the beneficial owner of 150,000 Options of which 55,972 Options have vested as of the Record Date.

Stock Exchange Delisting and Ceasing Reporting Issuer Status

Effects on the Company if the Arrangement is Not Completed

If the Arrangement Resolution is not approved by Shareholders or if the Arrangement is not completed for any other reason, Shareholders will not receive any payment for any of their Shares in connection with the Arrangement and the

Company will remain a reporting issuer and the Shares will continue to be listed on the TSXV. See “ Risk Factors – Risk Factors Relating to the Arrangement ”.

PROCEDURES FOR THE SURRENDER OF CERTIFICATES AND PAYMENT OF CONSIDERATION

Depositary Agreement

Prior to the Effective Date, the Company, the Purchaser and the Depositary will enter into a depositary agreement relating to the Arrangement.

Pursuant to the Arrangement Agreement and the Plan of Arrangement, following receipt of the Final Order and prior to the filing by the Company of the Articles of Arrangement with the Director the Purchaser shall deposit, or arrange to be deposited, for the benefit of Shareholders, cash with the Depositary in the aggregate amount equal to the payments in respect of Shares required by the Plan of Arrangement.

Certificates and Payment

Upon surrender to the Depositary for cancellation of a certificate or direct registration statement (DRS) advice (a “ DRS Advice ”) which immediately prior to the Effective Time represented one or more outstanding Shares, together with a duly completed and executed Letter of Transmittal, and such additional documents and instruments as the Depositary may reasonably require, the holder of such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time (in each case, less any amounts withheld pursuant to the Plan of Arrangement), the Consideration to which such holder is entitled to under the Arrangement for such Shares, without interest, in the manner of payment as indicated on such holder’s duly completed and executed Letter of Transmittal. For greater certainty, if a Shareholder submits more than one valid Letter of Transmittal, such holder shall be treated as a separate Shareholder in respect of each valid Letter of Transmittal submitted.

On or as soon as practicable after the Effective Date, the Company shall deliver or caused to be delivered to each holder of Options (other than Cancelled Options), as reflected on the register maintained by or on behalf of the Company in respect of such Options, or to such other Person as such holder may direct, the cash payment, if any, which such holder of Options has the right to receive under the Plan of Arrangement for such Options, less any applicable withholdings and source deductions pursuant to the Plan of Arrangement, either (i) pursuant to the payroll practices and procedures of the Company; or (ii) by cheque.

On or as soon as practicable after the Effective Date, the Company shall deliver or cause to be delivered to each Specified Optionholder a cash payment from the Company equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions, either (i) pursuant to the payroll practices and procedures of the Company; or (ii) by cheque or cash payment.

Until surrendered as contemplated by the Plan of Arrangement, each certificate or DRS Advice which immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive in exchange therefor the cash payment the holder of such certificate or DRS Advice is entitled to receive in accordance with the Plan of Arrangement, less any amounts withheld pursuant to the Plan of Arrangement. Any such certificate or DRS Advice formerly representing Shares not duly surrendered on or before the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder thereof of any kind or nature against or in the Company or the Purchaser. Any (i) amounts deposited with the Depositary for the payment of Consideration to the Shareholders or (ii) payments to be made by the Company for the payment of Consideration to the holders of Options pursuant to the Plan of Arrangement which remain unclaimed on or before the third anniversary of the Effective Date shall be forfeited to the Purchaser or the Company, as applicable, and paid over to or as directed by the Purchaser, and the former Shareholder shall thereafter have no right to receive their respective entitlement to the Consideration pursuant to the Plan of Arrangement, as applicable.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, upon (i) submitting a Letter of Transmittal to the best of the Registered Shareholder’s ability and submitting a letter describing the loss

and (ii) completing a declaration of loss and indemnity bond in the forms supplied by the Purchaser and the Company, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration deliverable in accordance with such Registered Shareholder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such Consideration is to be delivered shall as a condition precedent to the delivery of such cash, give an indemnity bond satisfactory to the Purchaser and the Depositary in such sum as the Purchaser may direct (acting reasonably). The Purchaser, the Company and the Depositary, and their affiliates, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under the Plan of Arrangement, such amounts as the Purchaser, the Company, the Depositary, or their affiliates, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of taxes. Any such amounts so deducted or withheld from the amount otherwise payable or deliverable pursuant to the Plan of Arrangement shall be treated for all purposes under the Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts have been remitted to the appropriate governmental entity as required by applicable law.

No holder of Shares and Options shall be entitled to receive any consideration with respect to such Securities other than any cash payment to which such holder is entitled to receive in accordance with the Plan of Arrangement and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

Letter of Transmittal

Registered Shareholders will have received with this Circular a Letter of Transmittal. In order to receive the Consideration, Registered Shareholders must complete and sign the applicable Letter of Transmittal enclosed with this Circular and deliver it and any additional documents required by it, including the certificate(s) or DRS Advice(s) representing the Shares, other than Shares held by a Dissenting Shareholder, to the Depositary in accordance with the instructions contained in the applicable Letter of Transmittal. Registered Shareholders can obtain additional copies of the applicable Letter of Transmittal by contacting the Depositary. The form of Letter of Transmittal is also available on SEDAR+ at www.sedarplus.com.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. Non-Registered Holders must contact their Intermediary to arrange for the surrender of their Shares.

The Company and the Purchaser reserve the right to demand strict compliance with the terms of the Letters of Transmittal and the Arrangement. The method used to deliver the Letters of Transmittal and any accompanying certificate(s) or DRS Advice(s) representing the Shares is at the option and risk of the holder surrendering them, and delivery will be deemed effective only when such documents are actually received by the Depositary. The Company recommends that the necessary documentation be hand delivered to the Depositary at the address set out on the back of the Letter of Transmittal, and a receipt obtained; otherwise, the use of registered mail or courier with return receipt requested, and with proper insurance obtained, is recommended. A Shareholder whose Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing such Shares.

Any payment made by way of cheque by the Depositary (or the Company, if applicable) pursuant to the Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company, if applicable) or that otherwise remains unclaimed, in each case, on or before the third anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the third anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Securities pursuant to the Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.

No holder of Securities shall be entitled to receive any consideration with respect to such Securities other than any cash payment to which such holder is entitled to receive in accordance with the Plan of Arrangement.

Holders of Options (including Cancelled Options) need not complete a Letter of Transmittal to receive the consideration owed to them under the Arrangement in respect of their Options.

DISSENT RIGHTS OF SHAREHOLDERS

If you are a Registered Shareholder as of the close of business on the Record Date, you have the right to dissent from the Arrangement Resolution in the manner provided in section 185 of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement (the “ Dissent Rights ”).

The following is only a summary of the provisions of the OBCA regarding the rights of Dissenting Shareholders (as modified by the Plan of Arrangement and the Interim Order), which are technical and complex. Shareholders are urged to review a complete copy of Section 185 of the OBCA, attached as Appendix “G” hereto, and those Shareholders who wish to exercise Dissent Rights are also advised to seek legal advice, as failure to comply strictly with the provisions of the OBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order, may result in the loss or unavailability of their Dissent Rights.

The following summary is qualified in its entirety by the provisions of section 185 of the OBCA, the Interim Order, the Final Order and the Plan of Arrangement. It is a condition to completion of the Arrangement in favour of the Purchaser that Dissent Rights shall not have been exercised in respect of more than 10% of the issued and outstanding Shares.

Any Registered Shareholder who validly exercises Dissent Rights (a “ Dissenting Shareholder ”), may be entitled, in the event the Arrangement becomes effective, to be paid by the Purchaser the fair value, less any applicable withholdings, of the Shares held by such Dissenting Shareholder, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted. A Dissenting Shareholder will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares. Shareholders are cautioned that fair value could be determined to be less than the amount per Share payable pursuant to the terms of the Arrangement.

Section 185 of the OBCA provides that a Dissenting Shareholder may only make a claim under that section with respect to all of the Shares held by the Dissenting Shareholder on behalf of any one beneficial owner and registered in the Dissenting Shareholder’s name. One consequence of this provision is that a Registered Shareholder may exercise Dissent Rights only in respect of Shares that are registered in that Registered Shareholder’s name.

There can be no assurance that the fair value of Dissenting Shares as determined under the applicable provisions of the OBCA, as modified by the Interim Order, the Final Order and the Plan of Arrangement, will be greater than or equal to the Consideration under the Arrangement Agreement. Judicial determination of fair value could delay payment of Consideration in respect of Dissenting Shares.

In many cases, Shares beneficially owned by a Non-Registered Holder are registered either: (a) in the name of an Intermediary, or (b) in the name of a clearing agency (such as CDS & Co.) of which the Intermediary is a participant. Accordingly, a Non-Registered Holder will not be entitled to exercise its Dissent Rights directly unless the Shares are re-registered in such Shareholder’s name. A Non-Registered Holder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom such Shareholder deals in respect of their Shares and either: (i) instruct the Intermediary to exercise Dissent Rights on its behalf (which, if the Shares are registered in the name of CDS & Co. or other clearing agency, may require that such Shares first be re-registered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Shares in the name of such Shareholder, in which case the Non-Registered Holder would be able to exercise Dissent Rights directly.

A Registered Shareholder as of the close of business on the Record Date who wishes to dissent must provide a written notice of dissent (a “Dissent Notice”) to the Company c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 Attention: Ryan Morris or by e-mail at: [email protected], to be received not later than 10:00 a.m. (Toronto time) on May 6, 2024 (or 10:00 a.m. (Toronto time) on the day which is two (2) Business Days immediately preceding any adjourned or postponed Meeting). Failure to properly exercise Dissent Rights may result in the loss or unavailability of the right to dissent.

The filing of a Dissent Notice does not deprive a Registered Shareholder of the right to vote at the Meeting. However, no Registered Shareholder who has voted FOR the Arrangement Resolution shall be entitled to exercise Dissent Rights

with respect to their Shares. A vote against the Arrangement Resolution, an abstention from voting or a proxy submitted instructing a proxyholder to vote against the Arrangement Resolution does not constitute a Dissent Notice .

Within ten (10) days after Shareholders adopt the Arrangement Resolution, the Company is required to notify each Dissenting Shareholder that the Arrangement Resolution has been adopted. Such notice is not required to be sent to any Shareholder who voted FOR the Arrangement Resolution or who has withdrawn its Dissent Notice.

A Dissenting Shareholder who has not withdrawn its Dissent Notice prior to the Meeting must then, within 20 days after receipt of notice that the Arrangement Resolution has been adopted, or if a Dissenting Shareholder does not receive such notice, within twenty (20) days after learning that the Arrangement Resolution has been adopted, send to the Company c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 Attention: Ryan Morris or by e-mail at: [email protected], a written notice containing his or her name and address, the number of Shares in respect of which he or she dissents (the “ Dissenting Shares ”), and a demand for payment of the fair value of such Shares (the “ Demand for Payment ”). Within thirty (30) days after sending a Demand for Payment, a Dissenting Shareholder must send to the Company the Company c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario, M5L 1A9 Attention: Ryan Morris or by e-mail at: [email protected], certificates representing the Dissenting Shares. The Company will or will cause the Transfer Agent to endorse on the applicable certificates received from a Dissenting Shareholder a notice that the holder is a Dissenting Shareholder and will forthwith return such certificates to a Dissenting Shareholder.

Shareholders who withdraw, or are deemed to withdraw, their right to exercise Dissent Rights shall be deemed to have participated in the Arrangement, as of the Effective Time.

Failure to strictly comply with the requirements set forth in section 185 of the OBCA, as modified by the Plan of Arrangement, Interim Order and Final Order, may result in the loss of any right to dissent. The execution or exercise of a proxy does not constitute a written objection for the purposes of subsection 185(6) of the OBCA.

After sending a Demand for Payment, a Dissenting Shareholder ceases to have any rights as a Shareholder in respect of its Dissenting Shares other than the right to be paid the fair value of the Dissenting Shares held by such Dissenting Shareholder, except where: (i) a Dissenting Shareholder withdraws its Dissent Notice before the Company makes an offer to pay (an “ Offer to Pay ”), or (ii) the Company fails to make an Offer to Pay and a Dissenting Shareholder withdraws the Demand for Payment, in which case a Dissenting Shareholder’s rights as a Shareholder will be reinstated as of the date of the Demand for Payment.

Pursuant to the Plan of Arrangement, in no case shall the Purchaser or the Company or any other Person be required to recognize any Dissenting Shareholder as a Shareholder in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(d) of the Plan of Arrangement, and the names of such Dissenting Shareholders shall be removed from the registers of holders of Shares at the same time as the event described in Section 3.1(d) of the Plan of Arrangement occurs and the Purchaser shall be recorded as the registered holder of such Shares and shall be deemed to be the legal owner of such Shares.

In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options; and (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares FOR the Arrangement Resolution or who have not voted their Shares on the Arrangement Resolution.

Pursuant to the Plan of Arrangement, Dissenting Shareholders who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Dissenting Shares, shall be deemed to have participated in the Arrangement on the same basis as Shareholders who have not exercised Dissent Rights in respect of such Shares and will be entitled to receive the applicable Consideration per Share to which holders of Shares who have not exercised Dissent Rights.

The Company is required, not later than seven (7) days after the later of the Effective Date or the date on which a Demand for Payment is received from a Dissenting Shareholder, to send to each Dissenting Shareholder who has sent a Demand for Payment, an Offer to Pay for its Dissenting Shares in an amount considered by the Board to be the fair value of the Shares, accompanied by a statement showing the manner in which the fair value was determined. Every Offer to Pay for Shares of the same class must be on the same terms. The Company must pay for the Dissenting Shares of a Dissenting Shareholder within ten (10) days after an Offer to Pay has been accepted by a Dissenting Shareholder,

but any such offer lapses if the Company does not receive an acceptance within thirty (30) days after the Offer to Pay has been made.

If the Company fails to make an Offer to Pay for Dissenting Shares, or if a Dissenting Shareholder fails to accept an Offer to Pay that has been made, the Company may, within fifty (50) days after the Effective Date or within such further period as a court may allow, apply to a court to fix a fair value for the Dissenting Shares. If the Company fails to apply to a court, a Dissenting Shareholder may apply to a court for the same purpose within a further period of twenty (20) days or within such further period as a court may allow. A Dissenting Shareholder is not required to give security for costs in such an application.

Before the Company makes an application to a court or not later than seven days after a Dissenting Shareholder makes an application to a court, the Company will be required to give notice to each Dissenting Shareholder of the date, place and consequences of the application and of its right to appear and be heard in person or by counsel. Upon an application to a court, all Dissenting Shareholders who have not accepted an Offer to Pay will be joined as parties and be bound by the decision of the court. Upon any such application to a court, the court may determine whether any person is a Dissenting Shareholder who should be joined as a party, and the court will then fix a fair value for the Dissenting Shares of all Dissenting Shareholders. The final order of a court will be rendered against the Company in favour of each Dissenting Shareholder for the amount of the fair value of its Dissenting Shares as fixed by the court. The court may, in its discretion, allow a reasonable rate of interest on the amount payable to each Dissenting Shareholder from the Effective Date until the date of payment.

INFORMATION CONCERNING THE COMPANY

General

The Company is a global leader in field intelligence. The Company’s platform’s field workflows and data collection capabilities enable enterprise field teams to increase the efficiency of field service personnel, optimize decisionmaking, decrease organizational risk, maximize the uptime of valuable assets, and deliver exceptional service experiences. The Company’s subscribers use its products across multiple use cases, including asset inspections and compliance, installations, maintenance and repairs, and environment, health & safety (EHS) management with quantifiable business impacts. The Company’s operations are conducted through its wholly owned subsidiary TrueContext Inc., a federal Canadian corporation.

The Company was incorporated under the OBCA on May 22, 2007 as Carlaw Capital II Corp., and amended its articles on:

October 25, 2007 to delete certain restrictions on share transfers;
August 11, 2009 to change the Company’s name to TrueContext Mobile Solutions Corporation;
June 17, 2013 to change the Company’s name to ProntoForms Corporation; and
November 28, 2023 to change the Company’s name to TrueContext Corporation.

The Shares trade on the TSXV under the symbol “TCXT”. The head and registered office of the Company is located at 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5.

Description of Share Capital

The Company is authorized to issue an unlimited number of shares of one class, designated as Common Shares. As at the Record Date, there were 133,617,327 Shares issued and outstanding.

Holders of Shares are entitled: (i) to vote at all meetings of Shareholders; (ii) subject to applicable law, to receive dividends in such amounts that the directors may at any time, or from time to time, determine; and (iii) to receive the remaining property of the Company upon dissolution. Only Shareholders of record as at the Record Date will be entitled to vote at the Meeting.

Trading in Shares

The Shares are currently listed for trading on the TSXV under the symbol “TCXT”. It is expected that the Shares, which are currently listed for trading on the TSXV, will be de-listed from the TSXV following completion of the Arrangement. For more information, see “ The Arrangement – Certain Legal and Regulatory Matters – Stock Exchange Delisting and Ceasing Reporting Issuer Status ”.

The following table summarizes the monthly range of high and low prices per, as well as the total monthly trading volumes of the Shares on the TSXV during the twelve (12)-month period preceding the date of this Circular:

Month	High	Low	Volume
April 2023	$0.53	$0.47	490,004
May 2023	$0.48	$0.455	239,573
June 2023	$0.60	$0.45	356,263
July 2023	$0.70	$0.50	187,058
August 2023	$0.68	$0.56	156,997
September 2023	$0.68	$0.55	323,143
October 2023	$0.63	$0.53	124,523
November 2023	$0.62	$0.52	266,177
December 2023	$0.70	$0.56	370,168
January 2024	$0.80	$0.66	159,021
February 2024	$0.81	$0.76	200,582
March 2024	$1.07	$0.73	1,044,422
April 1-5 2024	$1.06	$1.05	30,100

On March 12, 2024, the last trading day before the announcement of the Arrangement, the closing price of the Shares on the TSXV was $0.77. The closing price of the Shares on the TSXV on April 5, 2024, the last trading day before the date of this Circular, was $1.06.

Prior Sales

Other than the issuance of Options and the issuance of Shares pursuant to the exercise of Options, no Shares or other securities of the Company have been purchased or sold by the Company during the twelve (12)-month period preceding the date of this Circular.

Commitments to Acquire Securities of the Company

Except as otherwise disclosed in this Circular, there are no agreements, commitments or understandings to acquire securities of the Company by (a) the Company, (b) any directors or officers of the Company or (c) to the knowledge of the directors and officers of the Company, after reasonable enquiry, by any insider of the Company (other than a director or officer) or any associate or affiliate of such insider or any associate or affiliate of the Company or any person or company acting jointly or in concert with the Company.

Previous Distributions

Excluding any Shares pursuant to the exercise of Options or previously issued securities with conversion or exercise rights, no Shares were distributed during the five-year period preceding the date of this Circular.

Dividend Policy

The Company does not have a formal dividend policy, the Company has not paid any dividends in the past and does not have any present intention of declaring dividends.

INFORMATION CONCERNING THE PURCHASER

The Purchaser is a corporation formed under the OBCA, with its registered office at 100 King Street West, 1 First Canadian Place, Suite 6200, Toronto, Ontario, M5X 1B8, Canada. The Purchaser is a wholly-owned indirect subsidiary of Battery. Battery partners with exceptional founders and management teams developing categorydefining businesses in markets including software and services, enterprise infrastructure, online marketplaces, healthcare IT and industrial technology. Founded in 1983, the firm backs companies at all stages, ranging from seed and early to growth and buyout, and invests globally from six strategic locations: Boston; San Francisco and Menlo Park, Calif.; Tel Aviv; London; and New York.

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

The following summary describes the principal Canadian federal income tax considerations relating to the Arrangement under the Tax Act and the regulations thereunder, generally applicable to beneficial owners of Shares who, for purposes of the Tax Act and at all relevant times, (1) hold their Shares as capital property, (2) deal at arm’s length with the Company and the Purchaser, and (3) are not affiliated with the Company or the Purchaser, and who dispose of Shares pursuant to the Arrangement (each a “ Holder ”).

Generally, the Shares will be considered capital property to a Holder for purposes of the Tax Act unless the Holder acquires or holds such shares in the course of carrying on a business of buying and selling securities or in a transaction or transactions considered to be an adventure or concern in the nature of trade.

This summary does not apply to a person holding Options or to Shareholders who acquired Shares pursuant to the exercise, surrender or redemption of an Option. Similarly, this summary does not address the tax consequences of the Arrangement to the holders of Cancelled Options. Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force as of the date hereof, the regulations thereunder, and an understanding of the current published administrative policies and assessing practices of the CRA publicly available prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “ Proposed Amendments ”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law, whether by judicial, governmental or legislative decision or action or changes in the administrative policies or assessing practices of the CRA, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ materially from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Shareholder. This summary is not exhaustive of all Canadian federal income tax considerations applicable to the Arrangement. Accordingly, Shareholders are urged to consult their own legal and tax advisors with respect to the tax consequences to them of the Arrangement having regard to their own circumstances, including the application and effect of the income and other tax laws of any country, province, territory, state, local or other jurisdiction that may be applicable to the Holder.

Holders Resident in Canada

This portion of the summary is generally applicable only to a Holder who, at all relevant times for purposes of the Tax Act is, or is deemed to be, resident in Canada (a “ Resident Holder ”).

Certain Resident Holders whose Shares might not otherwise constitute capital property may, in some circumstances, be entitled to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to have such Shares

and every other “Canadian security” (as defined in the Tax Act) owned by such Resident Holder deemed to be capital property in the taxation year of the election and in all subsequent taxation years. Resident Holders contemplating such an election should consult their own tax advisors for advice with respect to whether an election under subsection 39(4) of the Tax Act is available or advisable in their particular circumstances.

This portion of the summary does not apply to a Holder (a) that is a “financial institution”, for the purposes of the mark-to-market rules in the Tax Act, (b) an interest in which is a “tax shelter investment”, as defined in the Tax Act, (c) that is a “specified financial institution”, as defined in the Tax Act, (d) that has elected to report their “Canadian tax results,” as defined in the Tax Act, in a currency other than Canadian currency, (e) that has entered, or will enter, into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, with respect to the Shares, or (f) that is exempt from tax under Part I of the Tax Act. All such Holders should consult their own legal and tax advisors.

Disposition of Shares Pursuant to the Arrangement

A Resident Holder (other than Resident Dissenting Shareholders) who disposes of Shares under the Arrangement for the Consideration will realize a capital gain (or capital loss) equal to the amount by which the aggregate Consideration received by the Resident Holder, net of any reasonable costs of disposition, exceeds (or is less than) the adjusted cost base of the Shares to the Resident Holder immediately before the disposition. For a description of the treatment of capital gains and capital losses, see “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ” below.

Resident Dissenting Shareholders

A Dissenting Shareholder that is a Resident Holder (a “ Resident Dissenting Shareholder ”) will transfer the Dissenting Shareholder’s Shares to the Purchaser as of the Effective Time and will receive a cash payment from the Purchaser equal to the fair value of its Shares as determined under the Plan of Arrangement. Such a Resident Dissenting Shareholder will be considered to have disposed of the Shares for proceeds of disposition equal to the amount received by the Resident Dissenting Shareholder (less any interest awarded by a court). As a result, such Resident Dissenting Shareholder will realize a capital gain (or a capital loss) on the disposition of the Shares equal to the amount by which the proceeds of disposition received exceed (or are less than) the aggregate of (i) the adjusted cost base to the Resident Dissenting Shareholder of the Shares, and (ii) any reasonable costs of disposition. See “ Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ” below for a general description of the treatment of capital gains and capital losses under the Tax Act.

Any interest awarded to a Resident Dissenting Shareholder by a court will be included in the Resident Dissenting Shareholder’s income for the purposes of the Tax Act.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder is required to include in computing the Resident Holder’s income for a taxation year one-half of the amount of any capital gain (a “ taxable capital gain ”) realized in the year. Subject to and in accordance with the provisions of the Tax Act, a Resident Holder is required to deduct one-half of the amount of any capital loss (an “ allowable capital loss ”) realized in a taxation year from taxable capital gains realized by the Resident Holder in the year. Allowable capital losses in excess of taxable capital gains realized in a taxation year may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized by the Resident Holder in such years.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition of a Share may be reduced by the amount of any dividends received (or deemed to be received) by the Resident Holder on such share to the extent and under the circumstances prescribed by the Tax Act. Similar rules may apply where a corporation is a member of a partnership or a beneficiary of a trust that owns a Share directly or indirectly through a partnership or trust. Resident Holders to whom these rules may be relevant are urged to consult their own advisors.

Other Taxes

A Resident Holder that is throughout a taxation year a “Canadian-controlled private corporation”, as defined in the Tax Act, or at any time in the year a “substantive CCPC” as defined in those Proposed Amendments released November 28, 2023 in Bill C-59, An Act to implement certain provisions of the fall economic statement tabled in Parliament on November 21, 2023 and certain provisions of the budget tabled in Parliament on March 28, 2023 , may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of taxable capital gains and interest. Resident Holders are advised to consult their own tax advisors regarding the possible implications of the Proposed Amendments regarding “substantive CCPCs” in their particular circumstances.

Capital gains realized by a Resident Holder who is an individual or a trust, other than certain specified trusts, may give rise to liability for alternative minimum tax under the Tax Act. The 2023 Canadian Federal Budget released on March 28, 2023, proposed significant changes to the federal alternative minimum tax provisions under the Tax Act. Resident Holders should consult their own tax advisors on the proposed changes to the federal alternative minimum tax and the possible consequences of these Proposed Amendments in their particular circumstances.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the Tax Act and any applicable income tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, Shares in connection with carrying on a business in Canada (a “ NonResident Holder ”). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance business in Canada and elsewhere or that is an “authorized foreign bank” (as defined in the Tax Act). Such Non-Resident Holders should consult their own tax advisors.

Disposition of Shares Pursuant to the Arrangement

A Non-Resident Holder who participates in the Arrangement will not be subject to tax under the Tax Act on any taxable capital gain, or be entitled to deduct any allowable capital loss, realized on the disposition of Shares, unless the Shares are “taxable Canadian property” and are not “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act at the time of disposition.

Generally, provided that the Shares are listed on a designated stock exchange as defined in the Tax Act (which currently includes the TSXV) at the time of disposition, the Shares will not constitute “taxable Canadian property” to a Non-Resident Holder at that time unless at any particular time during the 60-month period immediately preceding the time of disposition, (1) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the NonResident Holder did not deal at arm’s length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of shares of the Company, and (2) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of: (i) real or immovable properties situated in Canada, (ii) “Canadian resource properties” (as defined in the Tax Act), (iii) “timber resource properties” (as defined in the Tax Act), and (iv) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, Shares which are not otherwise taxable Canadian property could be deemed to be taxable Canadian property to the Non-Resident Holder. Non-Resident Holders whose Shares may constitute taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances.

Even if the Shares are considered to be taxable Canadian property to a Non-Resident Holder, a taxable capital gain or an allowable capital loss resulting from the disposition of the Shares will not be taken into account in computing the Non-Resident Holder’s income for the purposes of the Tax Act if, at the time of the disposition, the Shares constitute “treaty-protected property” of the Non-Resident Holder for purposes of the Tax Act. Shares will generally be considered “treaty-protected property” of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty, be exempt from tax under Part I of the Tax Act.

In the event the Shares are considered taxable Canadian property but not treaty-protected property to a particular NonResident Holder on the disposition thereof pursuant to the Arrangement, such Non-Resident Holder will realize a capital gain (or a capital loss) generally in the circumstances and computed in the manner described above under “ Holders Resident in Canada – Disposition of Shares Pursuant to the Arrangement ” as if the Non-Resident Holder were a Resident Holder thereunder, and the tax consequences described above under “Holder Resident in Canada – Taxation of Capital Gains and Capital Losses” will generally apply.

Non-Resident Dissenting Shareholders

A Non-Resident Holder who is a Dissenting Shareholder (a “ Non-Resident Dissenting Shareholder ”) will transfer the Dissenting Shareholder’s Shares to the Purchaser as of the Effective Time and will receive a cash payment from the Purchaser equal to the fair value of its Shares as determined under the Plan of Arrangement. In general, a NonResident Dissenting Shareholder will not be subject to tax under the Tax Act on the disposition of Shares held by such Non-Resident Dissenting Shareholder, unless the Shares are “taxable Canadian property” to the Non-Resident Dissenting Shareholder for purposes of the Tax Act and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Dissenting Shareholder is resident (i.e., the Shares do not constitute “treaty-protected property”). In general, the tax consequences as described above under “ Holders Not Resident in Canada – Disposition of Shares Pursuant to the Arrangement ” should apply to a Non-Resident Dissenting Shareholder.

Interest paid or credited to a Non-Resident Dissenting Shareholder will not be subject to Canadian withholding tax provided such interest is not “participating debt interest” (as defined in the Tax Act).

RISK FACTORS

Shareholders should carefully consider the following risks related to the Arrangement. Additional risks and uncertainties, including those currently unknown to or considered immaterial by the Company, may also adversely affect the Arrangement. The following risk factors are not a definitive list of all risk factors associated with the Arrangement and should be considered in conjunction with certain sections of documents that the Company has publicly filed on SEDAR+.

Risks Relating to TrueContext

If the Arrangement is not completed, TrueContext will continue to face the risks that it currently faces with respect to its affairs, business and operations and future prospects. Such risk factors are set forth and described in the Company’s annual financial statements and its management’s discussion and analysis for the year ended December 31, 2023, which have been filed on SEDAR+ at www.sedarplus.com.

Risk Factors Relating to the Arrangement

There can be no certainty that all conditions to the Arrangement will be satisfied or waived. Failure to complete the Arrangement could negatively impact the price of the Shares or otherwise adversely affect the business of the Company.

The completion of the Arrangement is subject to a number of conditions, certain of which are outside the control of the Company, including the approval by the Shareholders of the Arrangement Resolution and receipt of the Final Order. There can be no certainty, nor can the Company provide any assurance, that these conditions will be satisfied or waived or, if satisfied or waived, when they will be satisfied or waived.

If the Arrangement is not completed, the market price of the Shares may decline to the extent that the market price reflects a market assumption that the Arrangement will be completed. If the Arrangement is not completed and the Board decides to seek another merger or business combination, there can be no assurance that it will be able to find a party willing to pay an equivalent or more attractive price than the Consideration to be paid pursuant to the Arrangement.

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by the Company even if the Arrangement is not completed.

In addition, since the completion of the Arrangement is subject to uncertainty, officers and employees of the Company may experience uncertainty about their future roles with the Company. This may adversely affect the Company’s ability to attract or to retain key management and personnel in the period until the Arrangement is completed or terminated.

The Shareholder Approval may not be obtained.

There can be no certainty, nor can the Company provide any assurance, that the Shareholder Approval for the Arrangement Resolution will be obtained. The requisite approval for the Arrangement Resolution is the affirmative vote of (i) at least 66[2] /3% of the votes cast by Shareholders voting together as a single class, and (ii) a simple majority of the votes cast by Shareholders voting together as a single class, excluding those votes required to be excluded pursuant to MI 61-101, in each case present or represented by proxy at the Meeting. If the Shareholder Approval is not obtained and the Arrangement is not completed, it could have a material adverse effect on the business, operating results or prospects of the Company.

The Arrangement Agreement may be terminated in certain circumstances and the Company may become liable to pay the Termination Fee.

Each of the Company and the Purchaser has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Company provide any assurance, that the Arrangement Agreement will not be terminated by either the Company or the Purchaser before the completion of the Arrangement. For example, the Purchaser has the right to terminate the Arrangement Agreement if a Material Adverse Effect has

occurred. Although a Material Adverse Effect excludes certain events that are beyond the control of the Company (including, but not limited, to changes in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets), there is no assurance that a Material Adverse Effect will not occur before the Effective Time, in which case the Purchaser could elect to terminate the Arrangement Agreement and the Arrangement would not proceed.

If the Arrangement Agreement is terminated under certain circumstances, the Company may be required to pay the Termination Fee to the Purchaser. Moreover, if the Company is required to pay the Termination Fee under the Arrangement Agreement and the Company does not enter into or complete an alternative transaction, the financial condition of the Company may be materially adversely affected. Even if the Arrangement Agreement is terminated without payment of the Termination Fee, the Company may, in the future, be required to pay the Termination Fee in certain circumstances. See “ The Arrangement Agreement – Termination Fees and Expenses ”.

The Termination Fee provided under the Arrangement Agreement if the Arrangement Agreement is terminated in certain circumstances may discourage other parties from attempting to acquire the Company.

Under the Arrangement Agreement, the Company is required to pay the Termination Fee in the event that the Arrangement Agreement is terminated in certain circumstances, including circumstances related to a possible alternative transaction to the Arrangement. While the Board has determined that the Termination Fee is reasonable, the Termination Fee may nevertheless discourage other parties from attempting to acquire the Shares, even if those parties would otherwise be willing to offer greater value than that offered under the Arrangement. See “ The Arrangement Agreement – Termination Fees and Expenses ”.

If the Company is unable to complete the Arrangement or if completion of the Arrangement is delayed, there could be an adverse effect on the Company’s business, financial condition, operating results and the price of its Shares.

The completion of the Arrangement is subject to the satisfaction of certain closing conditions, including the approval by Shareholders of the Arrangement Resolution and receipt of the Final Order. A substantial delay in obtaining satisfactory approvals, and/or the imposition of unfavourable terms or conditions in the approvals to be obtained, could have an adverse effect on the business, financial condition or results of operations of the Company or could result in the termination of the Arrangement Agreement. If, among other things, (a) Shareholders choose not to approve the Arrangement Resolution, (b) the Company otherwise fails to satisfy, or fails to obtain a waiver of the satisfaction of, the closing conditions to the transaction and the Arrangement is not completed, (c) a Material Adverse Effect has occurred that results in the termination of the Arrangement Agreement, or (d) any Law results in enjoining the transactions contemplated by the Arrangement, the Company could be subject to various adverse consequences, including that the Company would remain liable for significant costs relating to the Arrangement, including, among others, certain legal, accounting, financial advisory and printing expenses.

While the Arrangement is pending, the Company is restricted from taking certain actions.

Under the Arrangement Agreement, the Company must generally conduct its business in the Ordinary Course, and before the completion of the Arrangement or termination of the Arrangement Agreement, the Company is restricted from taking certain specified actions without the consent of the Purchaser. See “The Arrangement Agreement – Covenants – Conduct of Business of the Company ”.

Uncertainty surrounding completion of the Arrangement may impact the Company’s existing business relationships and its ability to attract and retain key personnel.

As the Arrangement is dependent upon satisfaction of a number of conditions precedent, its completion is uncertain. In response to this uncertainty, the entities that do business with the Company, including its customers and suppliers, may delay or defer decisions concerning the Company. Any delay or deferral of those decisions by such entities could adversely affect the operations or prospects of the Company, regardless of whether the Arrangement is ultimately completed.

Uncertainty from the Arrangement may also adversely affect the Company’s ability to attract or retain key personnel. In the event the Arrangement Agreement is terminated, the Company’s relationships with future, prospective and

current employees, customers, distributors, suppliers, partners and other stakeholders may be adversely affected, which could in turn adversely affect the business, financial condition or results of operations of the Company.

Shareholders will no longer hold an interest in the Company following the Arrangement.

Following the Arrangement, each Shareholder will cease to hold such Shareholder’s Shares and to have any rights as a holder of such Shares other than the right to be paid the Consideration by the Purchaser or in the case of Shareholders who have validly exercised Dissent Rights, be paid the fair value of such Shareholder’s Shares, in each case in accordance with the Plan of Arrangement. Immediately after the Effective Time, the sole Shareholder of the Company will be the Purchaser. Management expects that the Purchaser will operate the Company in a way that seeks to enhance the value of the Company. In the event such value is enhanced, the Purchaser and the Company, and not the larger group of Shareholders that existed prior to the Effective Time, will benefit and such larger group of Shareholders will forego any increase in value that might result from future growth and the potential achievements of the Company’s business going forward.

The Company’s directors and officers may have interests in the Arrangement that are different from those of Shareholders.

In considering the recommendation of the Board to vote FOR the Arrangement Resolution, Shareholders should be aware that certain directors and officers of the Company have interests in connection with the Arrangement as described herein that may be in addition to, or separate from, those of Shareholders generally in connection with the Arrangement. See “ The Arrangement —Interests of Certain Persons in the Arrangement ”. The Board established a Special Committee comprised of independent directors as a procedural safeguard to evaluate the Arrangement and advise the full Board with respect to the Arrangement. The unanimous recommendation of the Board (with the Conflicted Director abstaining) was based, in part, on the unanimous recommendation of the Special Committee that the Arrangement is fair and reasonable to the Shareholders and in the best interests of the Company.

The Arrangement may divert the attention of the Company’s management.

The Arrangement could cause the attention of management to be diverted from the day-to-day operations of the Company. These disruptions could be exacerbated by any delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of the Company.

The conditions set forth in the Equity Commitment Letter and the Debt Commitment Letter may not be satisfied or events may occur preventing such equity and/or debt financing from being consummated.

Although the Arrangement Agreement does not contain a financing condition, there is a risk that the conditions set forth in the Equity Commitment Letter and the Debt Commitment Letter, as applicable, may not be satisfied or that other events may arise which could prevent the Purchaser from consummating the equity and/or debt financing. Since the Purchaser is a special purpose entity with limited assets, if the Purchaser is unable to consummate such financing, the Company expects that the Purchaser will be unable to fund the Consideration required to complete the Arrangement. In the event the Arrangement cannot be completed due to the failure of the Purchaser to fund the Consideration, the Purchaser will, subject to limited exceptions, be obligated to pay the Reverse Termination Fee and the Shareholders will not receive the Consideration. In the event that there is a wilful breach by the Purchaser of the Arrangement Agreement, its liability will not exceed $9,403,000.

The Arrangement is a taxable transaction to Shareholders resident in Canada.

The Arrangement is generally a taxable transaction to Shareholders resident in Canada for Canadian federal income tax purposes (and may also be a taxable transaction to Shareholders not resident in Canada under other applicable tax Laws) and, as a result, Shareholders resident in Canada will generally be required to pay taxes on gains, if any, that result from the receipt of the Consideration under the Arrangement. Shareholders are advised to consult with their own tax advisors to determine the tax consequences of the Arrangement to them. See “ Certain Canadian Federal Income Tax Considerations ”.

PRINCIPAL SHAREHOLDERS

As of close of business on the Record Date, to the knowledge of the directors and executive officers of the Company, the only persons or companies who beneficially owned or controlled or directed, directly or indirectly, Shares carrying more than ten percent (10%) of the voting rights attached to all of the issued and outstanding Shares of the Company were as follows:

Name	Number of Shares	% of Outstanding Shares
PenderFund Capital Management Ltd.(1)	22,378,810	16.75%
Terence Matthews(2)	20,844,630	15.6%
Topline Capital Partners LP(3)	17,181,630	12.86%

Notes:

(1) The number of shares reported is based on the disclosure made under the Voting Support Agreement dated March 12, 2024 between the Purchaser and PenderFund Capital Management Ltd., a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.com. Subsequent to March 12, 2024, PenderFund Capital Management Ltd. notified the Company that it had acquired an additional 272,400 Shares.

(2) The number of shares reported is based on the disclosure made under the Voting Support Agreement dated March 12, 2024 between the Purchaser and Terence Matthews, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.com. 20,679,630 of such shares are held by Wesley Clover International Corporation, an entity controlled by Mr. Matthews.

(3) The number of shares reported is based on the disclosure made under the Voting Support Agreement dated March 12, 2024 between the Purchaser and Topline Capital Partners LP, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.com.

MATERIAL CHANGES IN THE AFFAIRS OF THE COMPANY AND OTHER BENEFITS

Other than as publicly disclosed or otherwise described elsewhere in this Circular, the directors and officers of the Company are not aware of any plans or proposals for material changes in the affairs of the Company. For more information, see “ The Arrangement – Certain Legal and Regulatory Matters – Stock Exchange Delisting and Ceasing Reporting Issuer Status ”.

Other than as publicly disclosed or otherwise described elsewhere in this Circular, the directors and officers of the Company are not aware of any specific benefit, direct or indirect, as a result of the material changes or transactions contemplated in this Circular. For more information, see “ The Arrangement – Interests of Certain Persons in the Arrangement ”.

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

To the knowledge of the Company, other than as disclosed in this Circular or in other continuous disclosure documents made available under the Company’s profile on SEDAR+ at www.sedarplus.com, no director or officer of the Company or a person or company that beneficially owns or controls or directs, directly or indirectly, more than 10% of the voting rights attached to any class of outstanding voting securities of the Company, or an associate or affiliate thereof, has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in the Arrangement or any other proposed transaction which has materially affected or would materially affect the Company or any of its Subsidiaries.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as described elsewhere in this Circular, no informed person (as such term is defined in National Instrument 51-102 – Continuous Disclosure Obligations ) or any associate or affiliate of any informed person has or has had any material interest, direct or indirect, in any transaction since the commencement of the Company’s most recently completed financial year or in any proposed transaction that has materially affected or is reasonably expected to materially affect the Company or any of its Subsidiaries.

INTEREST OF EXPERTS

Certain Canadian legal matters in connection with the Arrangement will be passed upon by LaBarge Weinstein LLP, on behalf of the Company. As at the date of this Circular, partners and associates of LaBarge Weinstein LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Shares of the Company, its associates or its affiliates and no interests in property of any of the Company, its associates or its affiliates. Blake, Cassels &

Graydon LLP acted as legal advisor to the Special Committee. As at the date of this Circular, the designated professionals of partners and associates of Blake, Cassels & Graydon LLP, as a group, beneficially owned, directly or indirectly, less than 1% of the outstanding Shares of the Company, its associates or its affiliates and no interests in property of any of the Company, its associates or its affiliates.

Canaccord Genuity acted as financial advisor to the Company. As at the date of this Circular, the designated professionals of Canaccord Genuity beneficially own, directly or indirectly, less than 1% of the Shares of the Company, its associates or its affiliates and no interests in property of any of the Company, its associates or its affiliates.

AUDITORS

KPMG LLP are the auditors of the Company. KPMG LLP has advised the Company that it is independent of the Company in accordance with the Rules of Professional Conduct of the Institute of Chartered Accounts of Ontario. KPMG LLP has been the auditor of the Company since the December 31, 2019 fiscal year of the Company.

ADDITIONAL INFORMATION

Financial information for the Company is provided in the Company’s audited comparative financial statements and management’s discussion and analysis for the year ended December 31, 2023. Copies of the Company’s financial statements and management’s discussion and analysis for the year ended December 31, 2023 and this Circular are available without charge upon written request to the Company’s Chief Financial Officer and Corporate Secretary at 250-2500 Solandt Road, Kanata, Ontario, K2K 3G5. The Company may require payment of a reasonable charge if the request is made by a person who is not a Shareholder. These documents and additional information relating to the Company may also be found on SEDAR+ at www.sedarplus.com.

APPROVAL BY DIRECTORS

The content and the sending of the Notice of Meeting and this Circular to each director, to each Shareholder whose proxy has been solicited and to the auditors of the Company, have been approved by the Board of Directors (with the Conflicted Director abstaining) of the Company.

Dated at Toronto, Ontario, this April 8, 2024.

By order of the Board of Directors,

(Signed) “ Catherine Sigmar ”

Catherine Sigmar

Chair of the Special Committee of the Board of Director

CONSENT OF CANACCORD GENUITY CORP.

We refer to our fairness opinion dated March 12, 2024 (the “ Fairness Opinion ”) attached as Appendix “D” to the management information circular (the “ Circular ”) of TrueContext Corporation (the “ Company ”) dated April 8, 2024 relating to the special meeting of shareholders with respect to a plan of arrangement whereby 1000827877 Ontario Inc. will become the sole shareholder of the Company. We hereby consent (i) to the inclusion of the full text of the Fairness Opinion as Appendix “D” of the Circular and (ii) to the references to our firm name and the Fairness Opinion in the Circular. In providing our consent hereunder, we do not intend that any Person other than the Special Committee and the Board shall be entitled to rely upon our opinion.

(Signed) “ Canaccord Genuity Corp. ”

Toronto, Ontario April 8, 2024

APPENDIX “A” GLOSSARY OF TERMS

In this Circular, the following capitalized words and terms shall have the following meanings:

“ Acquisition Proposal ” means, other than the transactions contemplated by the Arrangement Agreement and other than any transaction involving only the Company and/or one or more of its wholly-owned Subsidiaries, any offer, proposal, expression of interest or inquiry (in each case, whether written or oral) from any Person or group of Persons other than the Purchaser (or an affiliate of the Purchaser or any Person acting jointly or in concert with the Purchaser) received by the Company after the date of the Arrangement Agreement relating to, in each case whether in a single transaction or a series of transactions:

(i) any direct or indirect sale, disposition, alliance or joint venture (or any lease, license or other arrangement having the same economic effect as a sale, disposition, alliance or joint venture) of assets (including securities of any Subsidiary of the Company) representing 20% or more of the consolidated assets or contributing 20% or more of the consolidated revenue of the Company and its Subsidiaries;
(ii) any direct or indirect purchase, take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning, or exercising control or direction over, 20% or more of any class of voting or equity securities of the Company or securities convertible or exchangeable into voting or equity securities of the Company then outstanding;
(iii) any acquisition, share issuance, plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction whether in a single transaction or series of related transactions involving the Company pursuant to which any Person or group of Persons would own, directly or indirectly, 20% or more of the voting or equity securities of the Company or of the surviving entity or the resulting direct or indirect parent of the Company or the surviving entity (including securities convertible into or exercisable or exchangeable for voting or equity securities); or
(iv) any other similar transaction or series of transactions involving the Company or any of its Subsidiaries.

“ affiliate ” has the meaning ascribed thereto in National Instrument 45-106 – Prospectus Exemptions , provided that in no event will a portfolio company or investment fund, in either case, affiliated with Battery be considered to be an affiliate of the Purchaser.

“ allowable capital loss ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses ”.

“ Arrangement ” means an arrangement under section 182 of the OBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of the Arrangement Agreement, the Interim Order and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of March 12, 2024 between the Company and the Purchaser, including all schedules, as same may be amended, supplemented or restated in accordance with its terms providing for, among other things, the Arrangement.

“ Arrangement Resolution ” means the special resolution of the Shareholders approving the Plan of Arrangement to be considered at the Meeting substantially in the form set out in Appendix “B” of this Circular.

“ Articles of Arrangement ” means the articles of arrangement of the Company in respect of the Arrangement that are required by the OBCA to be sent to the Director after the Final Order is made, which shall include the Plan of

A-1

Arrangement and otherwise be in a form and content satisfactory to the Company and the Purchaser, each acting reasonably.

“ associate ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Authorization ” means with respect to any Person, any order, grant, permit, approval, certificate, accreditation, membership, classification, consent, waiver, licence, registration or similar authorization of any Governmental Entity having jurisdiction over the Person.

“ Battery ” means Battery Ventures.

“ Blakes ” means Blake, Cassels & Graydon LLP.

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

“ Board Recommendation ” a statement that the Board (other than the Conflicted Director) has, after receiving legal and financial advice and following the receipt and review of a unanimous recommendation from the Special Committee, unanimously determined that the Arrangement is in the best interests of the Company and recommends that Shareholders vote in favour of the Arrangement Resolution.

“ Breaching Party ” has the meaning specified under in “ The Arrangement Agreement – Covenants – Notice and Cure Provisions ”.

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario and Boston, Massachusetts.

“ Canaccord Genuity ” means Canaccord Genuity Corp.

“ Canaccord Genuity Engagement Agreement ” has the meaning specified under “ The Arrangement – Fairness Opinion ”.

“ Cancelled Options ” means the Options held by the Specified Optionholders that are unvested as of the Effective Time.

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Chair ” means the chair of the Meeting.

“ Change in Recommendation ” has the meaning specified under “ The Arrangement Agreement – Term and Termination ”.

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

“ Closing ” has the meaning specified under “ The Arrangement Agreement – Closing Date ”.

“ Company ”, “ we ”, “ us ” and “ our ” means TrueContext Corporation.

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

A-2

“ Confidentiality Agreement ” means the mutual non-disclosure agreement dated September 25, 2023 between the Company and Battery Management Corp.

“ Conflicted Director ” means Alvaro Pombo.

“ Consideration ” means $1.07 in cash per Share, without interest.

“ Contract ” means any written or oral agreement, commitment, engagement, contract, licence, lease, obligation, note, bond, mortgage, indenture, undertaking or joint venture to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

“ CRA ” means the Canada Revenue Agency.

“ Credit Facility ” means the credit agreement dated as of October 30, 2020 among the Company, as borrower, and Toronto-Dominion Bank, as lender, as the same may be amended or restated.

“ Debt Commitment Letter ” has the meaning specified under “ The Arrangement Agreement – Covenants Assistance with Purchaser Financing ”.

“ Debt Financing ” has the meaning specified under “ The Arrangement Agreement – Covenants – Assistance with Purchaser Financing ”.

“ Demand for Payment ” has the meaning specified under “ Dissent Rights of Shareholders ”.

“ Depositary ” means TSX Trust Company.

“ Director ” means the Director appointed pursuant to section 278 of the OBCA.

“ Dissent Notice ” has the meaning specified under “ Dissent Rights of Shareholders ”.

“ Dissent Rights” has the meaning specified under “ Dissent Rights of Shareholders ”.

“ Dissenting Shareholder ” has the meaning specified under “ Dissent Rights of Shareholders” .

“ Dissenting Shares ” has the meaning specified under “Dissent Rights of Shareholders”.

“ DRS Advice ” has the meaning specified under “ Procedures for the Surrender of Certificates and Payment of Consideration – Certificates and Payment ”.

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

“ Effective Time ” means 12:01 a.m. (Toronto time) on the Effective Date, or such other time as may be agreed to in writing by the Company and the Purchaser.

“ Employee Plan ” means any and all health, welfare, supplemental unemployment benefit, bonus, profit sharing, fringe benefit, commissions, option, stock appreciation, savings, insurance, incentive, incentive compensation, deferred compensation, share purchase, share compensation, disability, pension or supplemental retirement plans and other material employee or director compensation or benefit plans, policies, trusts, funds, agreements or arrangements (i) for the benefit of directors or former directors of the Company or any of its Subsidiaries, Employees or former officers and employees of the Company and its Subsidiaries (in each case, inclusive of any spouses, survivors, dependents or other beneficiaries), or (ii) which are maintained or sponsored by or binding upon the Company or any of its Subsidiaries, whether funded or unfunded, insured or self-insured, registered or unregistered, or in respect of which the Company or any of its Subsidiaries has any actual or potential liability, other than any statutory plans

A-3

administered by a Governmental Entity, including the Canada Pension Plan and Québec Pension Plan and plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation.

“ Employees ” means the current officers and employees of the Company and its Subsidiaries.

“ Equity Commitment Letter ” has the meaning specified under “ Summary – The Arrangement Agreement ”.

“ Equity Financing ” has the meaning given to it in the Arrangement Agreement.

“ Fairness Opinion ” means the fairness opinion of Canaccord Genuity.

“ Final Order ” means the final order of the Court in a form acceptable to the Company and the Purchaser, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both the Company and the Purchaser, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably) on appeal.

“ Financing ” has the meaning specified under “ The Arrangement Agreement – Covenants – Assistance with Purchaser Financing ”.

“ Financing Commitments ” has the meaning specified under “ The Arrangement Agreement – Covenants – Assistance with Purchaser Financing ”.

“ Financing Source Sections ” means each of Section 7.3 [Effect of Termination/Survival] , Section 8.1(2) [Amendments] , Section 8.2(5) and Section 8.2(7) [Termination Fees and Expenses] , Section 8.6 [Third Party Beneficiaries] and Section 8.11 [Governing Law] of the Arrangement Agreement.

“ Financing Sources ” has the meaning given to it in the Arrangement Agreement.

“ forward-looking statements ” has the meaning specified under “ Cautionary Statement Regarding Forward-Looking Information ”.

“ Governmental Entity ” means (i) any international, multinational, national, federal, provincial, state, territorial, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body (public or private), commission, commissioner, board, bureau, council, minister, ministry, governor in council, cabinet, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the above, (iii) any quasi-governmental, administrative or private body exercising any regulatory, supervisory, expropriation or taxing authority under or for the account of any of the foregoing or (iv) any stock exchange, including the TSXV.

“ Guarantors ” means Battery Ventures XIV, L.P., Battery Investment Partners XIV, L.P., and Battery Ventures XIVEF, L.P.

“ Hearing Date ” has the meaning specified under “ The Arrangement – Certain Legal and Regulatory Matters – Court Approval ”.

“ Holder ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations ”.

“ IFRS ” means generally accepted accounting principles as set out in the CPA Canada Handbook - Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards.

“ Intellectual Property ” means all intellectual property and proprietary rights arising or existing under the Laws of any jurisdiction, including any of the following: (i) patents and patent applications, patent disclosures, invention disclosures, and inventions and all improvements thereto (whether or not patentable or reduced to practice), and all reissues, continuations, continuations in-part, revisions, divisionals, renewals, extensions, and re-examinations in connection therewith; (ii) industrial designs and industrial design registrations; (iii) registered and unregistered

A-4

trademarks, service marks and tradenames, pending trademark and service mark registration applications, and all goodwill associated therewith; (iv) registered and unregistered copyrights, and all works of authorship, including Software, (whether or not copyrightable) and applications for registration of copyrights; (v) internet domain names and social media accounts and handles; and (vi) trade secrets, know-how, technologies, databases, processes, techniques, protocols, methods, formulae, algorithms, layouts, designs, specifications and confidential information; and (vii) Software, and any of the above rights to the extent included in Software.

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

“ Intermediary ” has the meaning specified under “ Information Concerning the Meeting – Non-Registered Holders ”.

“ Investment Canada Act ” means the Investment Canada Act (Canada).

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

“ Letter of Transmittal ” means the letter of transmittal for use by the Shareholders with respect to the Arrangement.

“ Lien ” means any mortgage, charge, pledge, encumbrance, hypothec, security interest, prior claim, encroachment, option, right of first refusal or first offer, occupancy right, covenant, assignment, defect of title, lien (statutory or otherwise), restriction or adverse right or other encumbrance of any kind, in each case, whether contingent or absolute.

“ Limited Guaranty ” has the meaning specified under “ Summary – The Arrangement Agreement ”.

“ Management” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.

“ Matching Period ” has the meaning specified under “ The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Right to Match ”.

“ Material Adverse Effect ” means any change, event, occurrence, development, effect, state of facts or circumstance that, individually or in the aggregate with all other such changes, events, occurrences, developments, effects, states of facts or circumstances, that either individually or in the aggregate, has had a material adverse effect on the business, financial condition, assets, liabilities (contingent or otherwise) or results of operations of the Company and its Subsidiaries, taken as a whole, but excluding any change, event, occurrence, development, effect, state of facts or circumstance arising out of, relating directly or indirectly to, resulting directly or indirectly from or attributable to:

(i) any change, development or condition generally affecting the industries, businesses or segments thereof, in which the Company and its Subsidiaries operate;
(ii) any change, development or condition in or relating to global, national or regional political conditions (including strikes, lockouts, protests, riots or facility takeover for emergency purposes) or in general economic, business, banking, regulatory, currency exchange, interest rate, rates of inflation or market conditions or in national or global financial or capital markets;
(iii) any change, development or condition resulting from any act of sabotage, espionage, terrorism or any outbreak of hostilities or declared or undeclared war, or any escalation or worsening of such acts of sabotage, terrorism, hostilities or war;
(iv) any adoption, proposal, implementation or change in Law or in any interpretation, application or non-application of any Laws by any Governmental Entity;

A-5

(v) any change in applicable generally accepted accounting principles, including IFRS;
(vi) any hurricane, flood, tornado, earthquake or other natural disaster;
(vii) any epidemic, pandemic or outbreak of illness (including COVID-19 (coronavirus) and any variants/mutations thereof) or other health crisis or public health event, or the worsening of any of the foregoing;
(viii) any action taken (or omitted to be taken) by the Company or any of its Subsidiaries which is required by Law or required to be taken (or omitted to be taken) pursuant to the Arrangement Agreement or that is requested or consented to by the Purchaser in writing;
(ix) the failure of the Company to meet any internal, published or public projections, forecasts, guidance or estimates, including revenues, earnings or cash flows (it being understood that the causes underlying such failure may, to the extent not otherwise excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred);
(x) the execution, permitted announcement, pendency or performance of the Arrangement Agreement or consummation of the Arrangement, including any loss or threatened loss of, or adverse change or threatened adverse change in, the relationship of the Company or any of its Subsidiaries with any of its current or prospective employees, lenders, customers, shareholders, suppliers or other business partners directly resulting therefrom; or
(xi) any change in the market price or trading volume of any securities of the Company (it being understood that the causes underlying such change in market price or trading volume may, to the extent not otherwise not excluded from the definition of Material Adverse Effect, be taken into account in determining whether a Material Adverse Effect has occurred) or any suspension of trading in securities generally on any securities exchange on which any securities of the Company trade;

provided, however, (i) if an effect referred to in clauses (a) through to and including (g) above, materially and disproportionately adversely effects the Company and its Subsidiaries, taken as a whole, relative to other comparable companies and entities operating in the industries and businesses in which the Company and its Subsidiaries operate, such effect may be taken into account in determining whether a Material Adverse Effect has occurred, but only to the extent of the disproportionate effect; and (ii) references in certain Sections of the Arrangement Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a “Material Adverse Effect” has occurred.

“ Material Contract ” has the meaning given to it in the Arrangement Agreement.

“ Meeting ” means the special meeting of the Shareholders to be held on May 8, 2024 at 10:00 a.m. (Eastern time), and any adjournment or postponement thereof.

“ Meeting Materials ” has the meaning specified under “ Information Concerning the Meeting – Non-Registered Holders ”.

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

“ Minority Approval Vote ” has the meaning specified under “ The Arrangement – Reasons for the Recommendations ”.

“ Non-Registered Holder ” has the meaning specified under “ Information Concerning the Meeting – Non-Registered Holders ”.

A-6

“ Non - Resident Dissenting Shareholder ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Non-Resident Dissenting Shareholders ”.

“ Non-Resident Holder ” has the meaning specified under “Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”.

“ Notice ” means the notice of the Meeting accompanying the Circular.

“ OBCA ” means the Business Corporations Act (Ontario).

“ Offer to Pay ” has the meaning specified under “ Dissent Rights of Shareholders ”.

“ officer ” has the meaning ascribed thereto in the Securities Act (Ontario).

“ Options ” means the outstanding options to purchase Shares issued pursuant to the Stock Option Plan.

“ Order ” means all judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, rulings, determinations, awards, decrees, stipulations or similar actions taken or entered by or with, or applied by, any Governmental Entity (in each case, whether temporary, preliminary or permanent).

“ Ordinary Course ” means, with respect to an action taken (or omission to take any action) by the Company or its Subsidiaries, that such action is consistent with the past practices of the Company and its Subsidiaries and is taken in the ordinary course of the normal day-to-day operations of the business of the Company and its Subsidiaries.

“ Outside Date ” means July 12, 2024, or such later date as may be agreed to in writing by the Parties.

“ Parties ” means the Company and the Purchaser, and “ Party ” means either one of them.

“ Party A ” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.
“ Party B ” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.
“ Party C ” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.
“ Party D ” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.

“ Permitted Liens ” means, as of any particular time and in respect of any Person, each of the following Liens:

(i) easements, rights-of-way, encroachments, restrictions, covenants, conditions and other similar matters that, individually or in the aggregate, are not violated by the current use or occupancy of the applicable property in a material way and do not materially and adversely impact the Company’s and its Subsidiaries’ current or contemplated use, occupancy, utility or value of the applicable real property;
(ii) Liens arising under or in connection with zoning, building codes and other land use Laws regarding the use or occupancy of such real property or the activities conducted thereon which are imposed by any Governmental Entity;
(iii) Liens for Taxes which are not due and payable (or otherwise not delinquent) or that are being contested in good faith by appropriate proceedings and, in each case, that have been adequately reserved on the Company’s financial statements;
(iv) Liens granted under, or permitted by, the Credit Facility;
(v) Liens listed in Section 1.1 of the Company Disclosure Letter;

A-7

(vi) Liens of contractors, subcontractors, mechanics, materialmen, carriers, workmen, suppliers, warehousemen, repairmen and similar Liens granted or which arise in the Ordinary Course; and
(vii) the right reserved to or vested in any Governmental Entity by any statutory provision or by the terms of any lease, license, franchise, grant, Authorization or permit of the Company or any of its Subsidiaries, to terminate any such lease, license, franchise, grant, Authorization or permit, or to require annual or other payments as a condition of their continuance.

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

“ Phase II Proposals ” has the meaning specified under “ The Arrangement – Background to the Arrangement ”.

“ Plan of Arrangement ” means the plan of arrangement substantially in the form set out in Appendix “C” subject to any amendments or variations to such plan made in accordance with the Arrangement Agreement, the Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order with the prior written consent of the Purchaser and the Company, each acting reasonably.

“ Pre-Acquisition Reorganization ” has the meaning specified under “ The Arrangement Agreement – Covenants – Pre-Acquisition Reorganization ”.

“ Proposed Amendments ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations ”.

“ Purchaser ” means 1000827877 Ontario Inc., a corporation incorporated under the laws of Ontario.

“ Record Date ” means April 3, 2024.

“ Registered Shareholder ” has the meaning specified under “ Information Concerning the Meeting – Submission of Proxies ”.

“ Regulatory Approvals ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Entity, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Entity, in each case in connection with the Arrangement.

“ Representative ” has the meaning specified under “ The Arrangement Agreement – Additional Covenants Regarding Non-Solicitation – Non-Solicitation ”.

“ Resident Dissenting Shareholder ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Resident Dissenting Shareholders ”.

“ Resident Holder ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada ”.

“ Reverse Termination Fee” has the meaning specified under “ The Arrangement Agreement – Termination Fees and Expenses ”.

“ Reverse Termination Fee Event ” has the meaning specified under “ The Arrangement Agreement – Termination Fees and Expenses ”.

“ Securities ” means, collectively, the Shares and Options.

“ Securities Laws ” means the Securities Act (Ontario) together with all other applicable securities Laws, rules, regulations and published policies thereunder or under the securities Laws of any other province or territory of Canada as now in effect and as they may be promulgated or amended from time to time and the rules and policies of the TSXV.

A-8

“ Securityholders ” means, collectively, the Shareholders and the holders of Options.

“ SEDAR+ ” means the System for Electronic Document Analysis and Retrieval+.

“ Shareholder Approval ” has the meaning specified under “ Summary – Shareholder Approval ”.

“ Shareholders ”, “ you ” and “ your ” means the registered and/or beneficial owners of the Shares of the Company.

“ Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Options.

“ Software ” means software, firmware, middleware, and computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code, executable or binary code, and all related documentation and materials.

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

“ Specified Optionholder ” has the meaning specified under “ The Arrangement Agreement – Covenants of the Company Relating to the Arrangement ”.

“ Stock Option Plan ” means the Stock Option Plan of the Company established in 2009 and effective as of June 2023, as the same may amended or restated from time to time.

“ Subsidiary ” has the meaning ascribed thereto in the Securities Act (Ontario) and, for purposes of this Circular, “ control ” shall include the possession, directly or indirectly, of the power to direct or cause the direction of the policies, management and affairs of the Person, whether through the ownership of voting securities, by contract or otherwise, including with respect to any general partner of another Person with the power to direct the policies, management and affairs of such Person.

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal made by an arm’s length third party to the Company:

(i) to acquire all of the outstanding Shares (provided that, for further clarity, any Shares subject to a rollover or similar arrangement will be considered acquired for this purpose) or all or substantially all of the assets of the Company on a consolidated basis;
(ii) in respect of which the Board determines, in its good faith judgement, after receiving the advice of its financial advisor and outside counsel, is reasonably capable of being completed, taking into account all financial, legal, regulatory and other aspects of such Acquisition Proposal (including the identity of the Person or group making the Acquisition Proposal);
(iii) that is not subject to a financing condition or contingency and in respect of which it has been demonstrated to the satisfaction of the Board that adequate arrangements have been made in respect of any financing required to complete such Acquisition Proposal;
(iv)
that is not subject to a due diligence or access condition;
(v) that did not result from a breach of Article 5 of the Arrangement Agreement or any agreement between the Person making such Acquisition Proposal and the Company; and
(vi) in respect of which the Board determines, in its good faith judgment, after receiving the advice of its financial advisor and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial and regulatory matters, the Person making the proposal or other aspects, that it would, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable, from a financial point

A-9

of view, to Shareholders than the Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by the Purchaser pursuant to Section 5.4(2) [Right to Match] of the Arrangement Agreement).

“ Superior Proposal Notice ” has the meaning specified under “ The Arrangement Agreement – Additional Covenants Regarding Non-Solicitations – Right to Match ”.

“ Supporting Shareholders ” means Delrina Consolidated Limited, Kidwell Holdings Inc., Kinderhook 2, LP, PenderFund Capital Management Ltd., Selvatra LLC, Topline Capital Partners and Vince Business Corp.

“ Tax Act ” means the Income Tax Act (Canada).

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, applications (including any documents filed under section 125.7 of the Tax Act), filings, information returns, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

“ taxable capital gain ” has the meaning specified under “ Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Losses ”.

“ Taxes ” means any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity (including any amounts owing or refunds owing under section 125.7 of the Tax Act), 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, employer health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, countervail and anti-dumping and including all employment insurance, excessive payment, health insurance and government pension plan premiums or contributions, and including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof.

“ Terminating Party ” has the meaning specified under “ The Arrangement Agreement – Covenants – Notice and Cure Provisions ”.

“ Termination Fee ” has the meaning specified under “ The Arrangement Agreement – Termination Fees and Expenses ”.

“ Termination Fee Event” has the meaning specified under “ The Arrangement Agreement – Termination Fees ”.

“ Termination Notice ” has the meaning specified under “ The Arrangement Agreement – Covenants – Notice and Cure Provisions ”.

“ Transfer Agent ” means TSX Trust Company.

“ TSXV ” means the TSX Venture Exchange.

“ Voting Support Agreement ” means the agreements to vote in favour of the Arrangement Resolution dated the date of the Arrangement Agreement and made between the Purchaser and (i) the directors and executive officers of the Company who are Securityholders and (ii) the Supporting Shareholders.

“ wilful breach ” means, a material breach of the Arrangement Agreement that is a consequence of any act undertaken by the Breaching Party with the actual knowledge, after due inquiry, that the taking of such act or failure to act, as applicable, would, or would be reasonably expected to, cause a material breach of the Arrangement Agreement.

A-10

APPENDIX “B” ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under Section 182 of the Business Corporations Act (Ontario) (the “ OBCA ”) of TrueContext Corporation (the “ Company ”), pursuant to the arrangement agreement (the “ Arrangement Agreement ”) between the Company and 1000827877 Ontario Inc. dated March 12, 2024, all as more particularly described and set forth in the management information circular of the Company dated April 8, 2024 (the “ Circular ”), accompanying the notice of this meeting (as the Arrangement may be modified or amended in accordance with its terms) and all transactions contemplated thereby are hereby authorized, approved and adopted.
The plan of arrangement of the Company (as it has been or may be amended, modified or supplemented in accordance with the Arrangement Agreement and its terms (the “ Plan of Arrangement ”)), the full text of which is set out in Appendix “C” to the Circular, is hereby authorized, approved and adopted.
The (i) Arrangement Agreement and related transactions, (ii) actions of the directors of the Company in approving the Arrangement and the Arrangement Agreement, and (iii) actions of the directors and officers of the Company in executing and delivering the Arrangement Agreement, and any amendments, modifications or supplements thereto, are hereby ratified and approved.
The Company be and is hereby authorized to apply for a final order from the Ontario Superior Court of Justice (Commercial List) (the “ Court ”) to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of the Company or that the Arrangement has been approved by the Court, the directors of the Company are hereby authorized and empowered to, at their discretion, without further notice to or approval of the shareholders of the Company: (i) amend, modify or supplement the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement; and (ii) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement and related transactions.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute and deliver for filing with the Director under the OBCA articles of arrangement and such other documents as are necessary or desirable to give effect to the Arrangement in accordance with the Arrangement Agreement, such determination to be conclusively evidenced by the execution and delivery of such articles of arrangement and any such other documents.
Any officer or director of the Company is hereby authorized and directed for and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such other documents and instruments and to perform or cause to be performed all such other acts and things as such person determines may be necessary or desirable to give full effect to the foregoing resolution and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or instrument or the doing of any such act or thing

B-1

APPENDIX “C” PLAN OF ARRANGEMENT

UNDER SECTION 182 OF THE

BUSINESS CORPORATIONS ACT (ONTARIO)

ARTICLE 1

INTERPRETATION

1.1 Definitions

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

“ Arrangement ” means the arrangement of the Company under section 182 of the OBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments or variations made in accordance with the terms of the Arrangement Agreement, the Interim Order and this Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Arrangement Agreement ” means the arrangement agreement made as of March 12, 2024 among the Company and the Purchaser (including the schedules thereto) as it may be amended, modified or supplemented from time to time in accordance with its terms.

“ Arrangement Resolution ” means the special resolution approving this Plan of Arrangement to be considered at the Meeting by Shareholders, substantially in the form set out in Schedule B attached to the Arrangement Agreement.

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

“ Business Day ” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in Toronto, Ontario and Boston, Massachusetts.

“ Cancelled Options ” means the Options held by the Specified Optionholders that are unvested as of the Effective Time.

“ Certificate of Arrangement ” means the certificate of arrangement to be issued by the Director pursuant to subsection 183(2) of the OBCA in respect of the Articles of Arrangement.

“ Company ” means TrueContext Corporation, a corporation incorporated under the laws of Ontario.

“ Consideration ” means $1.07 in cash per Share, without interest.

“ Court ” means the Ontario Superior Court of Justice (Commercial List).

C-1

“ Depositary ” means TSX Trust Company of Canada or such other Person as the Company may appoint to act as depositary in relation to the Arrangement, with the approval of the Purchaser, acting reasonably.

“ Director ” means the Director appointed pursuant to section 278 of the OBCA.

“ Dissent Rights ” means the right of a Dissenting Shareholder to dissent to the Arrangement Resolution and to be paid the fair market value of the Shares, as the case may be, granted pursuant to the Interim Order, all in accordance with Section 185 of the OBCA (as modified by the Interim Order), the Interim Order and Article 5 of this Plan of Arrangement.

“ Dissenting Shareholder ” means a registered Shareholder who has validly exercised its Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights, but only in respect of the Shares in respect of which Dissent Rights are validly exercised by such registered Shareholder.

“ DRS Advice ” has the meaning ascribed thereto in Section 4.2(1).

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

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

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

“ Letter of Transmittal ” means the letter of transmittal sent to holders of Shares for use in connection with the Arrangement.

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

C-2

“ OBCA ” means the Business Corporations Act (Ontario).

“ Option Cancellation Consent ” means a consent provided by each Specified Optionholder to the Company for the cancellation of unvested Options held by such Specified Optionholder.

“ Options ” means the outstanding options to purchase Shares issued pursuant to the Stock Option Plan.

“ Parties ” means, collectively, the Company and the Purchaser and “ Party ” means either one of them.

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

“ Plan of Arrangement ” means this plan of arrangement proposed under section 182 of the OBCA, and any amendments or variations to such plan made in accordance with the Arrangement Agreement and Section 6.1 or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“ Purchaser ” means 1000827877 Ontario Inc., a corporation incorporated under the laws of Ontario.

“ Securities ” means, collectively, the Shares and Options.

“ Securityholders ” means, collectively, the Shareholders and the holders of Options.

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

“ Shares ” means the common shares in the capital of the Company and includes, for greater certainty, any Shares issued upon the valid exercise of Options.

“ Specified Optionholder ” means a holder of Options who has provided an Option Cancellation Consent prior to the Effective Time.

“ Stock Option Plan ” means the Stock Option Plan of the Company established in 2009 and effective as of June 2023, as the same may amended or restated from time to time.

“ Taxes ” means any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, 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 employment insurance, excessive payment, health insurance and government pension plan premiums or contributions, and including all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity in respect thereof.

1.2 Certain Rules of Interpretation

In this Plan of Arrangement, unless otherwise specified:

(1) Headings, etc. The division of this Plan of Arrangement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Plan of Arrangement.
(2) Currency. All references to dollars or to $ are references to Canadian dollars, unless specified otherwise.

C-3

(3) Gender and Number. Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa.
(4) Certain Phrases, etc. The words (i) “including”, “includes” and “include” mean “including (or includes or include) without limitation,” (ii) “the aggregate of”, “the total of”, “the sum of”, or a phrase of similar meaning means “the aggregate (or total or sum), without duplication, of,” and (iii) unless stated otherwise, “Article”, “Section”, and “Schedule” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Plan of Arrangement.
(5) Statutes. Any reference to a statute refers to such statute and all rules, resolutions and regulations made under it, as it or they may have been or may from time to time be amended or re-enacted, unless stated otherwise.
(6) Computation of Time. A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day. If the date on which any action is required or permitted to be taken under this Plan of Arrangement by a Person is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.
(7) Time References. References to time herein or in any Letter of Transmittal are to local time, Toronto, Ontario.

ARTICLE 2

EFFECT OF THE ARRANGEMENT

2.1 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement.

2.2 Binding Effect

The Arrangement shall become effective in the sequence described in Section 3.1 from and after the Effective Time, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, without further act or formality shall be binding on and inure to the benefit of Company, the Purchaser, all registered and beneficial owners of Shares and Options, including Dissenting Shareholders, the registrar and transfer agent of the Company, the Depositary and all other Persons and their respective successors and assigns and their respective heirs, executors, administrators and other legal representatives, successors and assigns, at and after, the Effective Time without any further act or formality required on the part of any Person.

ARTICLE 3

ARRANGEMENT

3.1 Effective Date Transactions

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

(a) Each Cancelled Option shall be assigned, transferred and surrendered by such Specified Optionholder in consideration for a cash payment from the Company equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions, and each such Cancelled Option shall immediately be cancelled;

C-4

(b) each Option outstanding immediately prior to the Effective Time (whether vested or unvested but excluding, for greater certainty, the Cancelled Options), notwithstanding the terms of the Stock Option Plan or any agreements or other arrangements relating to the Options, shall be deemed to be unconditionally vested and exercisable, and such Option shall, without any further action by or on behalf of a holder of such Options, be assigned, transferred and surrendered by such holder to the Company in consideration for a cash payment from the Company equal to the amount by which the Consideration exceeds the exercise price of such Option, subject to applicable withholdings and source deductions, and each such Option shall immediately be cancelled and, for greater certainty, where such amount is zero or negative, neither the Company nor the Purchaser shall be obligated to pay the holder of such Option any amount in respect of such Option;
(c) (i) each holder of Options (including the Cancelled Options) shall cease to be a holder of such Options, (ii) such holder’s name shall be removed from each applicable register, (iii) the Stock Option Plan and all agreements and other arrangements relating to the Options shall be terminated and shall be of no further force and effect, and (iv) such holder shall thereafter have only the right to receive the consideration to which they are entitled pursuant to Section 3.1(a) or Section 3.1(b), as applicable, at the time and in the manner specified in Section 4.2(2);
(d) each of the Shares held by Dissenting Shareholders in respect of which Dissent Rights have been validly exercised shall be deemed to have been assigned and transferred, free and clear of any Liens, without any further act or formality to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under Article 5, and:
(i) such Dissenting Shareholders shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid fair value by the Purchaser for such Shares as set out in Article 5 hereof;
(ii) such Dissenting Shareholders shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to transfer and assign such Shares;
(iii) such Dissenting Shareholders’ names shall be removed as the holders of such Shares from the registers of Shares maintained by or on behalf of the Company; and
(iv) the Purchaser shall be deemed to be the transferee of such Shares free and clear of all Liens, and shall be entered in the register of Shares maintained by or on behalf of the Company;
(e) each Share outstanding immediately prior to the Effective Time held by a Shareholder, other than Shares held by a Dissenting Shareholder who has validly exercised such holder’s Dissent Right, shall, without any further action by or on behalf of a holder of Shares, be deemed to be assigned and transferred by the holder thereof to the Purchaser in exchange for a cash payment equal to the Consideration, less any amounts withheld and remitted in accordance with Section 3.3, and:
(i) the holders of such Shares shall cease to be the holders of such Shares and to have any rights as holders of such Shares other than the right to be paid the Consideration by the Purchaser in accordance with this Plan of Arrangement;
(ii) such holders’ names shall be removed from the register of the Shares maintained by or on behalf of the Company; and
(iii) the Purchaser shall be deemed to be the transferee of such Shares (free and clear of all Liens) and shall be entered in the register of the Shares maintained by or on behalf of the Company.

C-5

3.2 Transfers Free and Clear

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

3.3 Withholding Rights

The Purchaser, the Company and the Depositary, and their affiliates, as applicable, shall be entitled to deduct and withhold from any amount otherwise payable or deliverable to any Person under this Plan of Arrangement (including any amounts payable pursuant to Section 5.1), such amounts as the Purchaser, the Company, the Depositary, or their affiliates, as applicable, are required to deduct and withhold, or reasonably believe to be required to deduct and withhold, from such amount otherwise payable or deliverable under any provision of any Laws in respect of Taxes. Any such amounts so deducted or withheld from the amount otherwise payable or deliverable pursuant to this Plan of Arrangement shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person in respect of which such deduction or withholding was made, provided that such deducted or withheld amounts have been remitted to the appropriate Governmental Entity as required by applicable Law.

ARTICLE 4

PAYMENT AND CONSIDERATION

4.1 Payment of Consideration

Prior to the filing of the Articles of Arrangement, the Purchaser shall deposit, or arrange to be deposited, for the benefit of Shareholders, cash with the Depositary in the aggregate amount equal to the payments in respect of Shares required by this Plan of Arrangement, with the amount per Share in respect of which Dissent Rights have been exercised being deemed to be the Consideration for this purpose.

4.2 Surrender of Certificates and Payment of Consideration

(1) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate or direct registration statement (DRS) advice (a “ DRS Advice ”) which immediately prior to the Effective Time represented outstanding Shares that were transferred pursuant to Section 3.1(e), together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, the Shareholders represented by such surrendered certificate or DRS Advice shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder, the cash which such holder has the right to receive under this Plan of Arrangement for such Shares, less any amounts withheld pursuant to Section 3.3, and any certificate or DRS Advice so surrendered shall forthwith be cancelled.
(2) On or as soon as practicable after the Effective Date, the Company shall deliver, to each holder of Options (including the Cancelled Options) as reflected on the register maintained by or on behalf of the Company in respect of Options, a cheque or cash payment (or process the payment through the Company’s payroll systems or such other means as the Company may elect or as otherwise directed by the Purchaser including with respect to the timing and manner or such delivery), if any, which such holder of Options has the right to receive pursuant to Section 3.1(a) or Section 3.1(b), as applicable, for such Options, less any amounts withheld pursuant to Section 3.3.
(3) Until surrendered as contemplated by this Section 4.2, each certificate or DRS Advice which immediately prior to the Effective Time represented Shares (other than Shares in respect of which Dissent Rights have been validly exercised and not withdrawn), shall be deemed after the Effective Time to represent only the right to receive upon such surrender a cash payment in lieu of such certificate or DRS Advice as contemplated in this Section 4.2, less any amounts withheld pursuant to Section 3.3. Any such certificate or DRS Advice formerly representing Shares not duly surrendered on or before the third anniversary of the Effective Date shall cease to represent a claim by or interest of any former holder of Shares of any kind or nature against or in the Company or the Purchaser. On such date, all cash to which such former holder was entitled shall be

C-6

deemed to have been surrendered to the Purchaser or the Company, as applicable, and shall be paid over by the Depositary to the Purchaser or as directed by the Purchaser.

4.3 Forfeiture of Payment; No Other Consideration

(1) Any payment made by way of cheque by the Depositary (or the Company, if applicable) pursuant to this Plan of Arrangement that has not been deposited or has been returned to the Depositary (or the Company, if applicable) or that otherwise remains unclaimed, in each case, on or before the third anniversary of the Effective Time, and any right or claim to payment hereunder that remains outstanding on the third anniversary of the Effective Time shall cease to represent a right or claim of any kind or nature and the right of the holder to receive the applicable consideration for the Securities pursuant to this Plan of Arrangement shall terminate and be deemed to be surrendered and forfeited to the Purchaser or the Company, as applicable, for no consideration.
(2) No holder of Securities shall be entitled to receive any consideration with respect to such Securities other than any cash payment to which such holder is entitled to receive in accordance with Section 3.1 and this Article 4 and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith.

4.4 Lost Certificates

(1) In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred pursuant to Section 3.1 shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, cash deliverable in accordance with such holder’s Letter of Transmittal. When authorizing such payment in exchange for any lost, stolen or destroyed certificate, the Person to whom such cash is to be delivered shall as a condition precedent to the delivery of such cash, give a bond satisfactory to the Purchaser and the Depositary (each acting reasonably) in such sum as the Purchaser may direct (acting reasonably), or otherwise indemnify the Purchaser and the Company in a manner satisfactory to Purchaser and the Company, each acting reasonably, against any claim that may be made against the Purchaser and the Company with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 5

DISSENT RIGHTS

5.1 Dissent Rights

(1) Shareholders may exercise Dissent Rights in connection with the Arrangement pursuant to and in the manner set forth in section 185 of the OBCA, as modified by this Section 5.1, the Interim Order and the Final Order, with respect to Shares in connection with the Arrangement; provided that, notwithstanding subsection 185(6) of the OBCA, the written objection to the Arrangement Resolution referred to in subsection 185(6) of the OBCA must be received by the Company not later than 5:00 p.m. (Toronto time) two (2) Business Days immediately preceding the date of the Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who duly exercise their Dissent Rights shall be deemed to have transferred the Shares held by them and in respect of which Dissent Rights have been validly exercised to the Purchaser free and clear of all Liens, as provided in Section 3.1(d) and if they:
(a) ultimately are entitled to be paid fair value for such Shares: (i) shall be deemed not to have participated in the transactions in Section 3.1 (other than Section 3.1(d)); (ii) shall be deemed to have transferred and assigned such Shares in respect of which such Dissent Rights have been exercised (free and clear of any Liens) to the Purchaser in accordance with Section 3.1(d); (iii) will be entitled to be paid the fair value of such Shares, which fair value, notwithstanding anything to the contrary contained in Part XIV of the OBCA, shall be determined as of the close of business on the day before the Arrangement Resolution was adopted; and (iv) will not be entitled to any other

C-7

payment or consideration, including any payment that would be payable under the Arrangement had such holders not exercised their Dissent Rights in respect of such Shares; or

(b) are ultimately not entitled, for any reason, to be paid fair value for their Shares shall be deemed to have participated in the Arrangement on the same basis as a non-dissenting Shareholder and shall be entitled to receive, and shall receive, only the consideration contemplated in Section 3.1(e) hereof that such holder would have received pursuant to the Arrangement if such Dissenting Shareholder had not exercised Dissent Rights.

5.2 Recognition of Dissenting Shareholders; No Other Rights

(1) In no circumstances shall the Purchaser or the Company (or any of their respective successors) or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is the registered holder of those Shares in respect of which such rights are sought to be exercised.
(2) For greater certainty, in no case shall the Purchaser or the Company (or any of their respective successors) or any other Person be required to recognize Dissenting Shareholders as holders of Shares in respect of which Dissent Rights have been validly exercised after the completion of the transfer under Section 3.1(e), and the names of such Dissenting Shareholders shall be removed from the registers of holders of the Shares in respect of which Dissent Rights have been validly exercised at the same time as the event described in Section 3.1(e) occurs.
(3) In addition to any other restrictions under section 185 of the OBCA, none of the following shall be entitled to exercise Dissent Rights: (i) holders of Options; and (ii) Shareholders who vote or have instructed a proxyholder to vote such Shares in favour of the Arrangement Resolution (but only in respect of such Shares).

ARTICLE 6

GENERAL

6.1 Amendments to Plan of Arrangement

(1) The Company and the Purchaser may amend, modify and/or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification and/or supplement must (i) be set out in writing, (ii) be approved by the Company and the Purchaser, each acting reasonably, (iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to the Securityholders if and as required by the Court.
(2) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Company or the Purchaser at any time prior to the Meeting (provided that the Company or the Purchaser, as applicable and each acting reasonably, shall have consented thereto) with or without any other prior notice or communication, and if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.
(3) Any amendment, modification or supplement to this Plan of Arrangement that is approved or directed by the Court following the Meeting shall be effective only if (i) it is consented to in writing by each of the Company and the Purchaser (in each case, acting reasonably), and (ii) if required by the Court, it is consented to by some or all of the Shareholders voting in the manner directed by the Court.
(4) Any amendment, modification or supplement to this Plan of Arrangement may be made following the Effective Date unilaterally by the Purchaser, provided that it concerns a matter which, in the reasonable opinion of the Purchaser, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not adverse to the economic interest of any former Securityholder.
(5) This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

C-8

6.2 Paramountcy

(1) From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Securities issued or outstanding prior to the Effective Time, (b) the rights and obligations of the Securityholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Securities shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

6.3 Further Assurances

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

C-9

APPENDIX “D” FAIRNESS OPINION

See attached.

D-1

==> picture [148 x 61] intentionally omitted <==

Canaccord Genuity Corp. 40 Temperance Street, Suite 2100 Toronto, ON Canada M5H 0B4 T: 416.869.7368 TF: 1.800.382.9280 cgf.com

March 12, 2024

The Special Committee and the Board of Directors TrueContext Corporation 2500 Solandt Rd #250 Kanata, Ontario, K2K 3G5 Canada

To the Special Committee and the Board of Directors:

Canaccord Genuity Corp. (“ Canaccord Genuity ” or “ we ”) understands that TrueContext Corporation (“ TrueContext ” or the “ Company ”) intends to enter into a definitive arrangement agreement dated March 12, 2024 (the “ Arrangement Agreement ”) with 1000827877 Ontario Inc. (the “ Purchaser ”), an entity controlled by Battery Ventures (“ Battery Ventures ”), pursuant to which, among other things, the Purchaser will acquire all of the issued and outstanding common shares (the “ Shares ”) of the Company from the holders of such Shares (the “ Shareholders ”) for $1.07 in cash per Share, subject to applicable withholding taxes (the “ Consideration ”) by way of a plan of arrangement (the “ Arrangement ”) carried out under the provisions of section 182 of the Business Corporations Act (Ontario) (collectively, the “ Transaction ”).

Canaccord Genuity also understands that, in connection with the Transaction, the Purchaser has entered into voting support agreements (the “ Voting Support Agreements ”) with the directors and officers of the Company and certain Shareholders (the “ Supporting Shareholders ”) pursuant to which such directors, officers and Supporting Shareholders have agreed to, among other things, vote all of their Shares in favour of the Transaction. We understand that, collectively, such directors, officers and Supporting Shareholders hold approximately 76.4% of the Shares as of the date hereof.

We further understand that the Company expects to hold a special meeting of Shareholders to consider and, if deemed advisable, approve, the Transaction (the “ Meeting ”) in early May 2024. In order to obtain the requisite approval of Shareholders at the Meeting, the Transaction will require the approval of: (a) at least two-thirds (66 ⅔%) of the votes cast at the Meeting in person or by proxy by Shareholders; and (b) a simple majority of the votes cast at the Meeting in person or by proxy by Shareholders other than Shares required to be excluded under Multilateral Instrument 61101 – Protection of Minority Shareholders in Special Transactions (“ MI 61-101 ”).

TrueContext’s special committee of independent members of the board of directors (the “ Board of Directors ”) formed in connection with the Arrangement (the “ Special Committee ”) has retained Canaccord Genuity to provide advice and assistance to the Company and to prepare and deliver to the Special Committee and the Board of Directors an opinion (the “ Opinion ”) as to the fairness, from a financial point of view, of the Consideration to be received under the Arrangement by Shareholders. Canaccord Genuity understands that the Opinion will be for the use of the Special Committee and the Board of Directors and will be one factor, among others, that the Special Committee and the Board of Directors will consider in determining whether to approve or recommend the Arrangement. This Opinion has been prepared in accordance with the disclosure standards for formal valuations and fairness opinions of the Canadian Investment Regulatory Organization (“ CIRO ”) but CIRO has not been involved in the preparation or review of this Opinion.

All dollar amounts herein are expressed in Canadian dollars, unless otherwise indicated.

Engagement

Canaccord Genuity was first contacted in October 2023 and formally engaged by the Special Committee and Company through an agreement between the Company and Canaccord Genuity (the “ Engagement Agreement ”) dated as at November 27, 2023. The Engagement Agreement provides the terms upon which Canaccord Genuity has agreed to act as a financial advisor to the Company and subject to the oversight of the Special Committee in connection with the Arrangement during the term of the Engagement Agreement and to provide the Opinion. The terms of the Engagement Agreement provide that Canaccord Genuity is to be paid certain fees for its services, a portion of which were payable upon delivery of the Opinion to the Special Committee (with no part of which being contingent upon the Opinion being favourable or dependent upon success of the Arrangement) and a significant portion of which are contingent on completion of the Arrangement or certain specified transactions and a fee payable in the event the Arrangement is not completed and a break-up fee or termination fee is paid to the Company or its affiliate. In addition, the Company has agreed to reimburse Canaccord Genuity for its reasonable out-of-pocket expenses and to indemnify Canaccord Genuity in respect of certain liabilities that might arise in connection with its engagement.

On March 12, 2024, at the request of the Special Committee, Canaccord Genuity orally delivered the Opinion to the Special Committee and Board of Directors based upon and subject to the review, assumptions and limitations and other matters described herein and contemplated by the Engagement Agreement. This Opinion provides the same opinion, in writing, as that given orally by Canaccord Genuity on March 12, 2024.

Relationship with Interested Parties

Neither Canaccord Genuity nor any of its affiliates is an insider, associate, or affiliate (as such terms are defined in the S ecurities Act (Ontario)) of the Company, the Purchaser or Battery Ventures. Canaccord Genuity has not been engaged to provide any financial advisory services, has not acted as lead or co-lead manager on any offering of securities of the Company, the Purchaser, Battery Ventures or their respective affiliates during the 24 months preceding the date on which Canaccord Genuity was first contacted by the Company in respect of the Arrangement, other than services provided under the Engagement Agreement.

Canaccord Genuity and its affiliates act as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have long or short positions in the securities of the Company or any of their respective associates or affiliates and, from time to time, may have executed or may execute transactions on behalf of such companies or clients for which it receives or may receive commission(s). As an investment dealer, Canaccord Genuity and its affiliates conduct research on securities and may, in the ordinary course of their business, provide research reports and investment advice to their clients on investment matters, including with respect to the Company, the Purchaser, Battery Ventures and the Arrangement. In addition, Canaccord Genuity and its affiliates may, in the ordinary course of their business, provide other financial services to the Company, the Purchaser, Battery Ventures or any of their respective associates or affiliates, including financial advisory, investment banking and capital market activities such as raising debt or equity capital. In addition, Canaccord Genuity and/or certain employees of Canaccord Genuity currently own or may have owned securities of the Company.

Credentials of Canaccord Genuity

Canaccord Genuity is an independent investment bank which provides a full range of corporate finance, merger and acquisition, financial restructuring, sales and trading, and equity research services. Canaccord Genuity operates in North America, the United Kingdom, Europe, Asia and Australia.

The Opinion expressed herein represents the views and opinions of Canaccord Genuity, and the form and content of the Opinion have been approved for release by a committee of Canaccord Genuity’s managing directors, each of whom is experienced in merger, acquisition, divestiture, fairness opinion, and capital markets matters.

==> picture [45 x 36] intentionally omitted <==

Scope of Review

In arriving at its Opinion, Canaccord Genuity has reviewed, analysed, considered and relied upon (without attempting to independently verify the completeness or accuracy thereof) or carried out, among other things, the following:

draft copy of the Arrangement Agreement (including the accompanying schedules and Company disclosure letter) provided on March 12, 2024;
draft copy of the Voting Support Agreement;
TrueContext’s audited annual consolidated financial statements and associated management’s discussion and analysis as at and for the periods ended December 31, 2022, December 31, 2021 and December 31, 2020;
TrueContext’s draft annual consolidated financial statements as at and for the period ended December 31, 2023;
TrueContext’s unaudited consolidated interim financial statements and associated management’s discussion and analysis as at and for the periods ended September 30, 2023, June 30, 2023 and March 31, 2023;
financial projections provided by TrueContext’s management, for the calendar years 2024 through 2026, respectively, and discussions surrounding longer-term business and growth prospects;
recent press releases, material change reports and other public documents filed by TrueContext on the System for Electronic Document Analysis and Retrieval at www.sedarplus.com (“ SEDAR+ ”);
discussions with TrueContext’s senior management concerning TrueContext’s financial condition, the industry and its future business prospects;
discussions with TrueContext’s legal counsel relating to legal matters including with respect to the Arrangement Agreement;
certain other corporate, industry and financial market information prepared or provided by TrueContext’s senior management;
publicly available information with respect to comparable transactions considered by Canaccord Genuity to be relevant;
publicly available information relating to the business, operations, financial performance and stock trading history with respect to TrueContext and other selected public companies considered by Canaccord Genuity to be relevant;
representations contained in a certificate, addressed to Canaccord Genuity and dated as of the date hereof, from senior officers of TrueContext as to the completeness and accuracy of the information upon which this Opinion is based and certain other matters; and
such other corporate, industry and financial market information, investigations and analyses as Canaccord Genuity considered necessary or appropriate at the time and in the circumstances.

Canaccord Genuity has not, to the best of its knowledge, been denied access by the Company to any information requested by Canaccord Genuity. Canaccord Genuity did not meet with the auditors of the Company and has assumed the accuracy and fair presentation of, and has relied upon, without independent verification, the consolidated financial statements of the Company and the reports of the auditors thereon.

==> picture [45 x 36] intentionally omitted <==

Prior Valuations

The Company has represented to Canaccord Genuity that, to the best of its knowledge, information and belief, after due inquiry, there have not been any prior valuations (as defined in MI 61-101) of the Company or any of its affiliates or any of its material assets, securities or liabilities in the past two years.

Assumptions and Limitations

The Opinion is subject to the assumptions, explanations and limitations set forth herein.

Canaccord Genuity has not prepared a formal valuation or appraisal of the Company or any of its securities or assets and the Opinion should not be construed as such. Canaccord Genuity has, however, conducted such analyses as it considered necessary and appropriate at the time and in the circumstances. In addition, the Opinion is not, and should not be construed as, advice as to the price at which any securities of the Company may trade at any future date. We are not legal, tax or accounting experts, have not been engaged to review any legal, tax or accounting aspects of the Arrangement and express no opinion concerning any legal, tax or accounting matters concerning the Arrangement. Without limiting the generality of the foregoing, Canaccord Genuity has not reviewed and is not opining upon the tax treatment under the Arrangement.

As provided for in the Engagement Agreement, Canaccord Genuity has relied upon the completeness, accuracy and fair presentation of all of the financial and other information, data, documents, advice, opinions or representations, whether in written, electronic, graphic, oral or any other form or medium, including relating to the Company, obtained by it from public sources, or provided to it by the Company and their respective associates, affiliates, agents, consultants and advisors (collectively, the “ Information ”), and we have assumed that this Information did not omit to state any material fact or any fact necessary to be stated to make such Information not misleading. The Opinion is conditional upon the completeness, accuracy and fair presentation of such Information. Subject to the exercise of our professional judgment, we have not attempted to verify independently the completeness, accuracy and fair presentation of any of the Information. With respect to the financial projections provided to Canaccord Genuity used in the analysis supporting the Opinion, we have assumed that they have been reasonably prepared on bases reflecting the best currently available estimates and judgements of management of the Company, as to the matters covered thereby and which, in the opinion of the Company, are (and were at the time of preparation and continue to be) reasonable in the circumstances. By rendering the Opinion, we express no view as to the reasonableness of such forecasts, projections, estimates or the assumptions on which they are based.

In preparing the Opinion, Canaccord Genuity has made several assumptions, including that all of the conditions required to implement the Arrangement will be met, that the final versions of the Arrangement Agreement and Voting Support Agreement (collectively, the “ Transaction Agreements ”) will not differ in any material respect to the most recent drafts thereof reviewed by us, that all of the representations and warranties contained in the Transaction Agreements are true and correct as of the date hereof, that the Arrangement will be completed substantially in accordance with the terms set forth in the most recent draft of the Arrangement Agreement reviewed by us and all applicable laws, and that the accompanying circular sent to Company securityholders in connection with the Arrangement will disclose all material facts relating to the Arrangement and will satisfy all applicable legal requirements.

Senior management of the Company have represented to Canaccord Genuity in certificates delivered as of the date hereof, among other things, that (i) to the best of their knowledge, information and belief, the Information, other than Projections (as defined below), provided to Canaccord Genuity by the Company or its affiliates or its or their representatives for the purpose of preparing the Opinion (the “ Company Information ”), did not and does not omit to state a material fact in relation to the Company or its affiliates or the Arrangement necessary to make the Company Information not misleading in light of the circumstances under which the Company Information was provided; (ii) the Company Information was, at the date the information was provided to Canaccord Genuity, and, is at the date hereof, complete, true and correct in all material respects and did not and does not contain any untrue statement of a material fact in respect of the Company or the Arrangement; (iii) since the dates on which the Company Information was provided to Canaccord Genuity, there has been no material change or change in material facts, financial or otherwise, in or relating to the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of the Company or any of its subsidiaries and, no material change or change in material facts has occurred in the Company Information or any part thereof which would have or which would reasonably be expected to have a material

==> picture [45 x 36] intentionally omitted <==

effect on the Opinion; (iv) any portions of the Company Information which constitute budgets, strategic plans, forecasts, projections, models or estimates (“ Projections ”) in respect of the Company and its affiliates have been prepared using assumptions which are (and were at the time of preparation) and continue to be, among other things, reasonably prepared, having regard to the Company’s industry, business, financial condition, plans and prospects, and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make such Projections (as of the date of the preparation thereof) not misleading in light of the assumptions used at the time, any developments since the time of their preparation, or the circumstances in which such Projections was provided to Canaccord Genuity; and (v) since the dates on which the Company Information was provided to Canaccord Genuity, except for the Arrangement, no material transaction has been entered into by the Company or any of its affiliates which has not been publicly disclosed.

The Opinion is rendered on the basis of securities markets, economic, financial and general business conditions prevailing as of the date hereof and the conditions and prospects, financial and otherwise, of the Company and their respective subsidiaries and affiliates, as they were reflected in the Information and the Company Information and as they have been represented to Canaccord Genuity in discussions with management of the Company. In its analyses and in preparing the Opinion, Canaccord Genuity made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, which Canaccord Genuity believes to be reasonable and appropriate in the exercise of its professional judgement, many of which are beyond the control of Canaccord Genuity or any party involved in the Arrangement.

The Opinion has been provided to the Special Committee and the Board of Directors (solely in their capacity as such) for their sole use and benefit and only addresses the fairness, from a financial point of view, of the Consideration to be received under the Arrangement by the Shareholders. The Opinion may not be relied upon by any other person or entity (including, without limitation, securityholders, creditors or other constituencies of the Company) or used for any other purpose or published without the prior written consent of Canaccord Genuity, provided that Canaccord Genuity consents to the inclusion of the Opinion in its entirety and a summary thereof (provided such summary is in a form acceptable to Canaccord Genuity) in any proxy statement of the Company to be mailed to Company securityholders in connection with seeking their approval of the Arrangement and to the filing thereof, as necessary, by the Company on SEDAR+, in accordance with applicable securities laws in Canada.

Canaccord Genuity has not been asked to, nor does Canaccord Genuity offer an opinion as to the terms of the Arrangement other than in respect of the fairness, from a financial point of view, of the Consideration to be received under the Arrangement by the Shareholders or the forms of agreements or documents related to the Arrangement. The Opinion does not constitute a recommendation as to how the Special Committee (or any director), management or any securityholder should vote or otherwise act with respect to any matters relating to the Arrangement, or whether to proceed with the Arrangement or any related transaction. The Opinion does not address the relative merits of the Arrangement as compared to other transactions or business strategies that might be available to the Company. In considering fairness from a financial point of view, Canaccord Genuity considered the Arrangement from the perspective of holders of Shares generally and did not consider the specific circumstances of any particular holder of Shares , including with regard to income tax considerations. The Opinion is given as of the date hereof, and Canaccord Genuity disclaims any undertaking or obligation to advise any person of any change in any fact or matter affecting the Opinion which may come, or be brought, to the attention of Canaccord Genuity after the date hereof. Without limiting the foregoing, in the event that there is any material change in any fact or matter affecting the Opinion after the date hereof, including, without limitation, the terms and conditions of the Arrangement, or if Canaccord Genuity learns that the Information relied upon in rendering the Opinion was inaccurate, incomplete or misleading in any material respect, Canaccord Genuity reserves the right to change, modify or withdraw the Opinion after the date hereof.

Canaccord Genuity believes that its analyses must be considered as a whole and that selecting portions of the analyses or the factors considered by it, without considering all factors and analyses together, could create a misleading view of the process underlying the Opinion. The preparation of an Opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Any attempt to do so could lead to undue emphasis on any particular factor or analysis.

==> picture [45 x 36] intentionally omitted <==

Conclusion

Based upon and subject to the foregoing, and such other matters as Canaccord Genuity considered relevant, Canaccord Genuity is of the opinion that, as of the date hereof, the Consideration to be received under the Arrangement by the Shareholders is fair, from a financial point of view, to the Shareholders.

Yours truly,

==> picture [194 x 30] intentionally omitted <==

CANACCORD GENUITY CORP.

==> picture [45 x 36] intentionally omitted <==

APPENDIX “E” INTERIM ORDER

See attached.

E-1

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

==> picture [80 x 81] intentionally omitted <==

Court File No. CV-24-00717581-00CL

ONTARIO SUPERIOR COURT OF JUSTICE (COMMERCIAL LIST)

THE HONOURABLE ) FRIDAY, THE 5[TH] ) JUSTICE OSBORNE ) DAY OF APRIL, 2024

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED

AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRUECONTEXT CORPORATION AND 1000827877 ONTARIO INC.

INTERIM ORDER

THIS MOTION, made by the Applicant, TrueContext Corporation (“ TrueContext ”), for an interim order for advice and directions pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, c. B-16, as amended (the “ OBCA ”), was heard this day by video conference.

ON READING the Notice of Motion, the Notice of Application issued on April 2, 2024,

the affidavit of D. Neil McDonnell sworn April 3, 2024 (the “ Affidavit ”), including the Plan of Arrangement, which is attached as Appendix “C” to TrueContext’s draft management information circular (the “ Circular ”), which is attached as Exhibit “A” to the Affidavit, on hearing the submissions of the lawyers for TrueContext and 1000827877 Ontario Inc. (the “ Purchaser ”) and

Court File No./N° du dossier du greffe : - 2 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

on being advised that the Director under the OBCA (the “ Director ”) does not consider it necessary to appear,

Definitions

THIS COURT ORDERS that all definitions used in this Interim Order shall have the meaning ascribed thereto in the Circular or otherwise as specifically defined herein.

The Meeting

THIS COURT ORDERS that TrueContext is permitted to call, hold and conduct a special meeting (the “ Meeting ”) of the holders (the “ Shareholders ”) of common shares in the capital of TrueContext (the “ Shares ”) to be held in person at the offices of Blake, Cassels & Graydon LLP, 199 Bay Street, 40[th] Floor, Toronto, Canada, M5L 1A9, on May 8, 2024, at 10:00 a.m. (Toronto time) in order for the Shareholders to, among other things, consider and, if determined advisable, pass a special resolution authorizing, adopting and approving, with or without variation, the Arrangement and the Plan of Arrangement (collectively, the “ Arrangement Resolution ”), a copy of which is found at Appendix “B” of the Circular, which is attached as Exhibit “A” to the Affidavit.
THIS COURT ORDERS that the Meeting shall be called, held and conducted in accordance with the OBCA, the notice of meeting of Shareholders, which accompanies the Circular (the “ Notice of Meeting ”), and the articles and by-laws of TrueContext, subject to what is provided hereafter and subject to further order of this Court.
THIS COURT ORDERS that the record date (the “ Record Date ”) for determination of the Shareholders entitled to notice of, and to vote at, the Meeting shall be the close of business (Toronto time) on April 3, 2024.

Court File No./N° du dossier du greffe : - 3 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

THIS COURT ORDERS that the only persons entitled to speak at the Meeting shall be:
(a) the Shareholders or their respective proxyholders;
(b) the officers, directors, auditors and advisors of TrueContext;
(c) representatives and advisors of the Purchaser;
(d) the Director; and
(e) other persons who may receive the permission of the Chair of the Meeting.
THIS COURT ORDERS that TrueContext may transact such other business at the Meeting

as is contemplated in the Circular, or as may otherwise be properly before the Meeting.

Quorum

THIS COURT ORDERS that the Chair of the Meeting shall be determined by TrueContext and that a quorum for the transaction of business at the Meeting shall be two individuals present in person, each of whom is either a Shareholder entitled to attend and vote at such meeting or the proxyholder of such a Shareholder appointed by means of a valid proxy, holding or representing by proxy not less than 5% of the total number of issued Shares entitled to vote at the Meeting.

Amendments to the Arrangement and Plan of Arrangement

THIS COURT ORDERS that TrueContext is authorized to make, subject to the terms of the Arrangement Agreement between TrueContext and the Purchaser dated March 12, 2024 (the “ Arrangement Agreement ”), and paragraph 9 below, such amendments, modifications or supplements to the Arrangement and the Plan of Arrangement as it may determine without any additional notice to the Shareholders, or others entitled to receive notice under paragraphs 12 and

Court File No./N° du dossier du greffe : - 4 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

13 hereof, provided same: (i) are to correct clerical errors, (ii) would not, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote, or (iii) are authorized by subsequent Court order, and the Arrangement and Plan of Arrangement, as so amended, modified or supplemented shall be the Arrangement and Plan of Arrangement to be submitted to the Shareholders at the Meeting and shall be the subject of the Arrangement Resolution. Amendments, modifications or supplements may be made following the Meeting, but shall be subject to review and, if appropriate, further direction by this Court at the hearing for the final approval of the Arrangement.

THIS COURT ORDERS that, if any amendments, modifications or supplements to the Arrangement or Plan of Arrangement are made after initial notice is provided as contemplated in paragraph 8 above, which would, if disclosed, reasonably be expected to affect a Shareholder’s decision to vote for or against the Arrangement Resolution, notice of such amendment, modification or supplement shall be distributed, subject to further order of this Court, by e-mail, press release, newspaper advertisement, prepaid ordinary mail, or by the method most reasonably practicable in the circumstances, as TrueContext may determine.

Amendments to the Circular

THIS COURT ORDERS that TrueContext is authorized to make such amendments, revisions and/or supplements to the draft Circular as it may determine and the Circular, as so amended, revised and/or supplemented, shall be the Circular to be distributed in accordance with paragraphs 12 and 13.

Adjournments, Postponements and Change of Venue

THIS COURT ORDERS that TrueContext, if it deems advisable and subject to the terms of the Arrangement Agreement, is specifically authorized to adjourn, postpone or change the venue

Court File No./N° du dossier du greffe : - 5 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

of the Meeting on one or more occasions without the necessity of first convening the Meeting or first obtaining any vote of the Shareholders respecting the adjournment, postponement, or change of venue, and notice of any such adjournment, postponement or change of venue shall be given by such method as TrueContext may determine is appropriate in the circumstances (including solely by issuance of a press release if it so determines). This provision shall not limit the authority of the Chair of the Meeting in respect of adjournments, postponements or changes of venue.

Notice of Meeting

THIS COURT ORDERS that, in order to effect notice of the Meeting, TrueContext shall send the Circular (including the Notice of Application and this Interim Order), the Notice of Meeting, the form of proxy and the letter of transmittal, along with such amendments or additional documents as TrueContext may determine are necessary or desirable and are not inconsistent with the terms of this Interim Order (collectively, the “ Meeting Materials ”), to the following:
(a) the registered Shareholders at the close of business on the Record Date, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending but including the date of the Meeting, by one or more of the following methods:
(i) by pre-paid ordinary or first-class mail at the addresses of the Shareholders as they appear on the books and records of TrueContext, or its registrar and transfer agent, at the close of business on the Record Date and if no address is shown therein, then the last address of the person known to TrueContext;
(ii) by delivery, in person or by recognized courier service or inter-office mail, to the address specified in (i) above; or

Court File No./N° du dossier du greffe : - 6 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

(iii) by facsimile or by e-mail or other electronic transmission to any Shareholder, who is identified to the satisfaction of TrueContext, who requests such transmission in writing, and if required by TrueContext, who

is prepared to pay the charges for such transmission;

(b) the non-registered Shareholders by providing sufficient copies of the Meeting Materials (with the exception of the form of proxy and letter of transmittal) to intermediaries and registered nominees in a timely manner, in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ; and
(c) the respective directors and auditors of TrueContext and to the Director appointed under the OBCA (with the exception of the form of proxy and letter of transmittal), by delivery in person, by recognized courier service, by pre-paid ordinary or firstclass mail or by facsimile or by e-mail or other electronic transmission, at least twenty-one (21) days prior to the date of the Meeting, excluding the date of sending but including the date of the Meeting;

and that compliance with this paragraph shall constitute sufficient notice of the Meeting.

THIS COURT ORDERS that, in the event that TrueContext elects to distribute the Meeting Materials, TrueContext is hereby directed to distribute the Circular (including the Notice of Application, and this Interim Order), and any other communications or documents determined by TrueContext to be necessary or desirable (collectively, the “ Court Materials ”) to holders of options to purchase Shares (“ Options ”) by any method permitted for notice to Shareholders as set forth in subparagraphs 12(a) or 12(b), above, or by e-mail or other electronic transmission,

Court File No./N° du dossier du greffe : - 7 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

concurrently with the distribution described in paragraph 12 of this Interim Order. Distribution to such persons shall be to their addresses as they appear on the books and records of TrueContext or its registrar and transfer agent at the close of business on the Record Date.

THIS COURT ORDERS that accidental failure or omission by TrueContext to give notice of the Meeting or to distribute the Meeting Materials or Court Materials to any person entitled by this Interim Order to receive notice, or any failure or omission to give such notice as a result of events beyond the reasonable control of TrueContext, or the non-receipt of such notice shall, subject to further order of this Court, not constitute a breach of this Interim Order nor shall it invalidate any resolution passed or proceedings taken at the Meeting. If any such failure or omission is brought to the attention of TrueContext, it shall use its best efforts to rectify it by the method and in the time most reasonably practicable in the circumstances.
THIS COURT ORDERS that TrueContext is hereby authorized to make such amendments, revisions or supplements to the Meeting Materials and Court Materials as TrueContext may determine in accordance with the terms of the Arrangement Agreement (“ Additional Information ”), and that notice of such Additional Information may, subject to paragraph 9, above, be distributed by e-mail, press release, newspaper advertisement, pre-paid ordinary mail, or by the method most reasonably practicable in the circumstances, as TrueContext may determine.
THIS COURT ORDERS that distribution of the Meeting Materials and the Court Materials pursuant to paragraphs 12 and 13 of this Interim Order shall constitute notice of the Meeting and good and sufficient service of the within Application upon the persons described in paragraphs 12 and 13 and that those persons are bound by any orders made on the within Application. Further, no other form of service of the Meeting Materials or the Court Materials or any portion thereof

Court File No./N° du dossier du greffe : - 8 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

need be made, or notice given or other material served in respect of these proceedings and/or the Meeting to such persons or to any other persons, except to the extent required by paragraph 9, above.

Solicitation and Revocation of Proxies

THIS COURT ORDERS that TrueContext is authorized to use the letter of transmittal and form of proxy substantially in the form of the drafts accompanying the Circular, with such amendments and additional information as TrueContext may determine are necessary or desirable, subject to the terms of the Arrangement Agreement. TrueContext is authorized, at its expense, to solicit proxies, directly or through its officers, directors or employees, and through such agents or representatives as it may retain for that purpose, at the Purchaser’s expense, by mail or such other forms of personal or electronic communication as it may determine. TrueContext may waive generally, in its discretion, the time limits set out in the Circular for the deposit or revocation of proxies by Shareholders, if TrueContext deems it advisable to do so, and TrueContext obtains the consent of the Purchaser.
THIS COURT ORDERS that registered Shareholders shall be entitled to revoke their proxies in accordance with section 110(4) of the OBCA (except as the procedures of that section are varied by this paragraph) provided that any instruments in writing delivered pursuant to section 110(4)(a) and (b) of the OBCA must be deposited with TrueContext’s registrar and transfer agent as set out in the Circular to be received not later than 10:00 a.m. (Toronto time) on May 6, 2024 or not less than 48 hours (Saturdays, Sundays and statutory holidays excepted) prior to the time any adjourned or postponed Meeting is reconvened or held, unless the Chair of the Meeting determines to waive or extend the deadline, in his or her sole discretion.

Court File No./N° du dossier du greffe : - 9 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

Voting

THIS COURT ORDERS that the only persons entitled to vote in person or represented by proxy on the Arrangement Resolution, or such other business as may be properly brought before the Meeting, shall be those Shareholders who hold Shares as of the close of business on the Record Date. Illegible votes, spoiled votes, defective votes and abstentions shall be deemed to be votes not cast. Forms of proxy that are properly signed and dated but which do not contain voting instructions shall be voted in favour of the Arrangement Resolution.
THIS COURT ORDERS that votes shall be taken at the Meeting on the basis of one vote per Share and that in order for the Plan of Arrangement to be implemented, subject to further Order of this Court, the Arrangement Resolution must be approved, with or without variation, at the Meeting by the affirmative vote of:
(a) not less than two-thirds (66[2] /3%) of the votes cast on the Arrangement Resolution by Shareholders, present in person or represented by proxy at the Meeting voting together as a single class; and
(b) a simple majority of the votes cast on the Arrangement Resolution by Shareholders other than Shareholders required to be excluded for the purposes of such vote under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”), present in person or represented by proxy at the Meeting, voting in accordance with Part 8 of MI 61-101 or any exemption therefrom.

Such votes shall be sufficient to authorize TrueContext to do all such acts and things as may be necessary or desirable to give effect to the Arrangement and the Plan of Arrangement on a basis

Court File No./N° du dossier du greffe : - 10 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

consistent with what is provided for in the Circular without the necessity of any further approval by the Shareholders or holders of Options, subject only to final approval of the Arrangement by this Court.

THIS COURT ORDERS that in respect of matters properly brought before the Meeting pertaining to items of business affecting TrueContext (other than in respect of the Arrangement Resolution), each Shareholder is entitled to one vote for each Share held, unless otherwise provided for by TrueContext.

Dissent Rights

THIS COURT ORDERS that each registered Shareholder shall be entitled to exercise Dissent Rights in connection with the Arrangement Resolution in accordance with section 185 of the OBCA (except as the procedures of that section are varied by this Interim Order and the Plan of Arrangement) provided that, notwithstanding subsection 185(6) of the OBCA, any registered Shareholder who wishes to dissent must, as a condition precedent thereto, provide written objection to the Arrangement Resolution to TrueContext in the form required by section 185 of the OBCA and the Arrangement Agreement, which written objection must be received by TrueContext c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Toronto, Ontario M5L 1A9, Attention: Ryan Morris or by e-mail at: [email protected] to be received no later than 10:00 a.m. (Toronto time) on May 6, 2024 or 10:00 a.m. (Toronto time) on the day which is two business days immediately preceding the date that any adjourned or postponed Meeting is reconvened or held, as the case may be, and must otherwise strictly comply with the requirements of the OBCA. For purposes of these proceedings, the “court” referred to in section 185 of the OBCA means this Court.

Court File No./N° du dossier du greffe : - 11 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

THIS COURT ORDERS that, notwithstanding section 185(4) of the OBCA, the Purchaser,

not TrueContext, shall be required to offer to pay fair value, as of the day prior to the approval of the Arrangement Resolution, for Shares held by Shareholders who duly exercise Dissent Rights, and to pay the amount to which such Shareholders may be entitled pursuant to the terms of the Arrangement Agreement or Plan of Arrangement. In accordance with the Plan of Arrangement and the Circular, all references to the “corporation” in subsections 185(4) and 185(14) to 185(24) of the OBCA (except for the second reference to the “corporation” in subsection 185(15) of the OBCA) shall be deemed to refer to the “Purchaser” in place of the “corporation”, and the Purchaser shall have all of the rights, duties and obligations of the “corporation” under subsections 185(14) to 185(29) of the OBCA.

THIS COURT ORDERS that any registered Shareholder who duly exercises such Dissent Rights set out in paragraph 22 above and who:
i) is ultimately determined by this Court to be entitled to be paid fair value for his, her or its Shares, shall be deemed to have transferred those Shares as of the applicable time set forth in the Plan of Arrangement, without any further act or formality and free and clear of all liens, claims, encumbrances, charges, adverse interests or security interests to the Purchaser in consideration for a payment of cash from the Purchaser equal to such fair value; or
ii) is for any reason ultimately determined by this Court not to be entitled to be paid fair value for his, her or its Shares pursuant to the exercise of the Dissent Right, shall be deemed to have participated in the Arrangement on the same basis and at the same time as any non-dissenting Shareholder;

Court File No./N° du dossier du greffe : - 12 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

but in no case shall TrueContext, the Purchaser, or any other person be required to recognize such Shareholders as holders of Shares at or after the date upon which the Arrangement becomes effective, and the names of such Shareholders shall be deleted from TrueContext’s register of holders of Shares at the time set forth in the Plan of Arrangement.

Hearing of Application for Approval of the Arrangement

THIS COURT ORDERS that upon approval by the Shareholders of the Plan of Arrangement in the manner set forth in this Interim Order, TrueContext may apply to this Court for final approval of the Arrangement.
THIS COURT ORDERS that distribution of the Notice of Application and the Interim Order in the Circular, when sent in accordance with paragraphs 12 and 13, shall constitute good and sufficient service of the Notice of Application and this Interim Order and no other form of service need be effected and no other material need be served unless a Notice of Appearance is served in accordance with paragraph 27.
THIS COURT ORDERS that any Notice of Appearance served in response to the Notice

of Application shall be served on the solicitors for TrueContext, with a copy to counsel for the Purchaser, as soon as reasonably practicable and, in any event, no less than four (4) business days before the hearing of this Application at the following addresses:

BLAKE, CASSELS & GRAYDON LLP 199 Bay Street, Suite 4000 Commerce Court West Toronto, ON M5L 1A9

Attention: Ryan A. Morris [email protected] Lawyers for TrueContext Corporation

Court File No./N° du dossier du greffe : - 13 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

OSLER, HOSKIN & HARCOURT LLP 100 King Street West 1 First Canadian Place, P.O. Box 50 Toronto, ON M5X 1B8

Attention: Craig Lockwood / Lauren Harper [email protected] / [email protected] Lawyers for 1000827877 Ontario Inc.

THIS COURT ORDERS that, subject to further order of this Court, the only persons

entitled to appear and be heard at the hearing of the within application shall be:

(a) TrueContext, including its advisors;
(b) the Purchaser;
(c) the Director; and
(d) any person who has filed a Notice of Appearance herein in accordance with the

Notice of Application, this Interim Order and the Rules of Civil Procedure .

THIS COURT ORDERS that any materials to be filed by TrueContext in support of the within Application for final approval of the Arrangement may be filed up to one day prior to the hearing of the Application without further order of this Court.
THIS COURT ORDERS that in the event the within Application for final approval does not proceed on the date set forth in the Notice of Application, and is adjourned, only those persons who served and filed a Notice of Appearance in accordance with paragraph 27 shall be entitled to be given notice of the adjourned date.

Court File No./N° du dossier du greffe : - 14 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

Service and Notice

THIS COURT ORDERS that TrueContext and its counsel are at liberty to serve or distribute this Order, any other materials and orders as may be reasonably required in these proceedings, including any notices, or other correspondence, by forwarding true copies thereof by electronic message to TrueContext’s Shareholders, creditors or other interested parties and their advisors. For greater certainty, any such distribution or service shall be deemed to be in satisfaction of a legal or juridical obligation, and notice requirements within the meaning of clause 3(c) of the Electronic Commerce Protection Regulations , Reg. 81000-2-175 (SOR/DORS).

Precedence

THIS COURT ORDERS that, to the extent of any inconsistency or discrepancy between this Interim Order and the terms of any instrument creating, governing or collateral to the Shares, the Options or the articles or by-laws of TrueContext, this Interim Order shall govern.

Extra-Territorial Assistance

THIS COURT seeks and requests the aid and recognition of any court or any judicial, regulatory, or administrative body in any province of Canada and any judicial, regulatory or administrative tribunal or other court constituted pursuant to the Parliament of Canada or the legislature of any province and any court or any judicial, regulatory or administrative body of the United States or other country to act in aid of and to assist this Court in carrying out the terms of this Interim Order.

Court File No./N° du dossier du greffe : - 15 - CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 05-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

Variance

THIS COURT ORDERS that TrueContext shall be entitled to seek leave to vary this Interim Order upon such terms and upon the giving of such notice as this Court may direct.

==> picture [146 x 136] intentionally omitted <==

2024.04. ~~05~~ 13:06:02 -04'00'

Court File No: CV-24-00717581-00CL IN THE MATTER OFAN APPLICATION UNDER SECTION 182 OF THE_BUSINESS CORPORATIONS ACT_(ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED AND IN THE MATTER OFRULES 14.02(2) AND 14.02(3) OF THE RULES OF CIVIL PROCEDURE AND IN THE MATTER OFA PROPOSED ARRANGEMENT INVOLVING TRUECONTEXT CORPORATION AND 1000827877 ONTARIO INC.	*ONTARIO* SUPERIOR COURT OF JUSTICE - COMMERCIAL LIST Proceeding commenced atToronto	INTERIM ORDER	BLAKE, CASSELS & GRAYDON LLP Barristers & Solicitors 199 Bay Street, Suite 4000 P.O. Box 25, Commerce Court West Toronto, ON M5L 1A9 Ryan A. MorrisLSO# 50831C Tel: (416) 863-2176 Email: [email protected] Lawyers for the Applicant, TrueContext Corporation

APPENDIX “F” NOTICE OF APPLICATION FOR THE FINAL ORDER

See attached.

F-1

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

==> picture [80 x 81] intentionally omitted <==

Court File No.

ONTARIO SUPERIOR COURT OF JUSTICE COMMERCIAL LIST

B E T W E E N:

(Court Seal)

IN THE MATTER OF AN APPLICATION UNDER SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, CHAP. B.16, AS AMENDED

AND IN THE MATTER OF RULES 14.05(2) AND 14.05(3) OF THE RULES OF CIVIL PROCEDURE

AND IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING TRUECONTEXT CORPORATION AND 1000827877 ONTARIO INC.

NOTICE OF APPLICATION

TO THE RESPONDENT

A LEGAL PROCEEDING HAS BEEN COMMENCED by the Applicant. The claim made by the Applicant appears on the following page.

THIS APPLICATION will come on for a hearing (choose one of the following)

In writing In person By telephone conference By video conference

at the following location:

To be provided by the Court.

Please advise if you intend to join the hearing by emailing Ryan Morris at [email protected].

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-2-

On Monday, May 13, 2024, at 12:00 p.m., before the Honourable Justice Osborne.

IF YOU WISH TO OPPOSE THIS APPLICATION, to receive notice of any step in the application or to be served with any documents in the application, you or an Ontario lawyer acting for you must forthwith prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure , serve it on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in this court office, and you or your lawyer must appear at the hearing.

IF YOU WISH TO PRESENT AFFIDAVIT OR OTHER DOCUMENTARY EVIDENCE TO THE COURT OR TO EXAMINE OR CROSS-EXAMINE WITNESSES ON THE APPLICATION, you or your lawyer must, in addition to serving your notice of appearance, serve a copy of the evidence on the Applicant’s lawyer or, where the Applicant does not have a lawyer, serve it on the Applicant, and file it, with proof of service, in the court office where the application is to be heard as soon as possible, but at least four days before the hearing.

IF YOU FAIL TO APPEAR AT THE HEARING, JUDGMENT MAY BE GIVEN IN YOUR ABSENCE AND WITHOUT FURTHER NOTICE TO YOU. IF YOU WISH TO OPPOSE THIS APPLICATION BUT ARE UNABLE TO PAY LEGAL FEES, LEGAL AID MAY BE AVAILABLE TO YOU BY CONTACTING A LOCAL LEGAL AID OFFICE.

Date April 2, 2024 Issued by Local Registrar Address of Superior Court of Justice court office: 330 University Avenue, 9th Floor Toronto ON M5G 1R7

TO: All Holders of Common Shares in the capital of TrueContext Corporation

AND TO: All Holders of Options to purchase Common Shares in the capital of TrueContext Corporation AND TO: The Directors of TrueContext Corporation AND TO: The auditor for TrueContext Corporation AND TO: The Director Appointed under the OBCA

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-3-

AND TO: OSLER, HOSKIN & HARCOURT LLP

100 King Street West 1 First Canadian Place, P.O. Box 50 Toronto, ON M5X 1B8

Craig Lockwood LSO #46668M Tel: (416) 862-5988 [email protected]

Lauren Harper LSO #70606L Tel: (416) 862-4288 [email protected]

Lawyers for 1000827877 Ontario Inc.

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-4-

APPLICATION

The Applicant, TrueContext Corporation (“ TrueContext ”) makes application for:
(a) an order pursuant to section 182 of the Business Corporations Act (Ontario), R.S.O. 1990, c. B-16, as amended (the “ OBCA ”), approving a Plan of Arrangement (the “ Plan of Arrangement ”) proposed by TrueContext and described in the TrueContext Management Information Circular (the “ Circular ”), which Circular will be attached as an exhibit to the affidavit to be filed in support of this Application, and which Arrangement will result in, among other things, the acquisition by 1000827877 Ontario Inc. (the “ Purchaser ”) of all of the issued and outstanding common shares in the capital of TrueContext (the “ Shares ”);
(b) an interim order for the advice and directions of this Court pursuant to subsection 182(5) of the OBCA with respect to the Plan of Arrangement and this Application (the “ Interim Order ”);
(c) an order abridging the time for the service and filing or dispensing with service of the Notice of Application and Application Record, if necessary; and
(d) such further and other relief as to this Honourable Court may seem just.
The grounds for the application are:
(a) TrueContext is incorporated pursuant to the laws of Ontario and operates as a global leader in field intelligence. TrueContext’s industry-leading app platform enables enterprises to adapt, automate, and transform their field service operations with

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-5-

dynamic, quick-to-deploy mobile workflows that capture the complexity of their environment. The Shares are listed and traded on the TSX Venture Exchange under the symbol “TCXT”;

(b) the Purchaser, a wholly-owned indirect subsidiary of funds controlled by Battery Ventures, is a corporation formed under the laws of Ontario for the sole purpose of

engaging in the transactions contemplated by the Plan of Arrangement;

(c) pursuant to the Plan of Arrangement, in summary, effective as at five-minute intervals starting at the effective time of the Arrangement (the “ Effective Time ”):
(i) unvested options to purchase Shares held by certain holders identified by the TrueContext and the Purchaser shall be cancelled at the Effective Time (the “ Cancelled Options ”) and assigned, transferred and surrendered to TrueContext in consideration for a cash payment equal to $0.0001 per Cancelled Option, subject to applicable withholdings and source deductions;
(ii) all Options to purchase Shares (“ Options ”) outstanding immediately prior to the Effective Time (other than the Cancelled Options) shall be deemed to be unconditionally vested and exercisable and shall be assigned, transferred and surrendered to TrueContext in consideration for cash payment equal to the amount by which $1.07 exceeds the exercise price of such Options, subject to applicable withholdings and source deductions;

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-6-

(iii) each holder of Options (including the Cancelled Options) shall cease to be a holder of such Options;
(iv) all Shares in respect of which dissent rights are validly exercised shall be deemed to have been assigned and transferred, free and clear of any liens, to the Purchaser in consideration for a debt claim against the Purchaser for the amount determined under the terms of the Plan of Arrangement (and such dissenting shareholders shall cease to be the holders of any such Shares); and
(v) other than Shares held by dissenting shareholders, the Purchaser will acquire all of the Shares outstanding immediately prior to the Effective Time and the holders of Shares will receive consideration of $1.07 in cash per Share less all applicable withholdings and source deductions.
(d) the Arrangement is an “arrangement” within the meaning of subsection 182(1) of the OBCA;
(e) all statutory requirements for an arrangement under the OBCA either have been fulfilled or will be fulfilled by the date of the return of the Application;
(f) the directions set out and the approvals required pursuant to any Interim Order this Court may grant have been followed and obtained, or will be followed and obtained by the return date of this Application;

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-7-

(g) the Arrangement is put forward in good faith for a bona fide business purpose, and

has a material connection to the Toronto Region;

(h) the Arrangement is fair and reasonable, and it is appropriate for this Court to approve the Arrangement;
(i) section 182 of the OBCA;
(j) National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer ;
(k) Rules 3.02(1), 14.02 and (3), 14.05, 16.04(1), 16.08, 17.02, 37, 38 and 39 of the Rules of Civil Procedure ; and
(l) such further and other grounds as the lawyers may advise and this Court may permit.
The following documentary evidence will be used at the hearing of the application:
(a) such Interim Order as may be granted by this Court;
(b) the affidavit of D. Neil McDonnell, to be sworn, and the exhibits thereto;
(c) such further affidavit(s) on behalf of the Applicant reporting as to the compliance with any Interim Order of this Court and as to the result of any meeting ordered by

any Interim Order of this Court; and

(d) such further and other evidence as the lawyers may advise and this Court may permit.

Court File No./N° du dossier du greffe : CV-24-00717581-00CL

Electronically issued / Délivré par voie électronique : 02-Apr-2024 Toronto Superior Court of Justice / Cour supérieure de justice

-8-

This Notice of Application will be sent to all registered holders of Shares and Options at

the address of each holder as shown on the books and records of TrueContext on the day fixed as the record date for the meeting of TrueContext Shareholders or as this Court may direct in the Interim Order, pursuant to rule 17.02(n) of the Rules of Civil Procedure in the case of those holders whose addresses, as they appear on the books and records of TrueContext, are outside Ontario.

April 2, 2024

BLAKE, CASSELS & GRAYDON LLP Barristers & Solicitors 199 Bay Street, Suite 4000 P.O. Box 25, Commerce Court West Toronto ON M5L 1A9

Ryan A. Morris LSO #50831C Tel: (416) 863-2176 [email protected]

Lawyers for the Applicant, TrueContext Corporation

*ONTARIO*	SUPERIOR COURT OF JUSTICE	(COMMERCIAL LIST)	Proceeding commenced at Toronto	NOTICE OF APPLICATION	BLAKE, CASSELS & GRAYDON LLP	Barristers & Solicitors	199 Bay Street, Suite 4000	P.O. Box 25, Commerce Court West	Toronto ON M5L 1A9	Ryan A. MorrisLSO #50831C	Tel: (416) 863-2176	[email protected]	Lawyers for the Applicant,	TrueContext Corporation

APPENDIX “G” SECTION 185 OF THE OBCA

Rights of dissenting shareholders

185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,

(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;

(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;

(d) be continued under the laws of another jurisdiction under section 181;

(d.1) be continued under the Co-operative Corporations Act under section 181.1;

(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or

(e) sell, lease or exchange all or substantially all its property under subsection 184(3),

a holder of shares of any class or series entitled to vote on the resolution may dissent.

Idem

(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,

(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or

(b) subsection 170 (5) or (6).

One class of shares

(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares.

Exception

(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,

(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or

(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986.

Shareholder’s right to be paid fair value

(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted.

G-1

No partial dissent

(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

Objection

(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent.

Idem

(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6).

Notice of adoption of resolution

(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection.

Idem

(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights.

Demand for payment of fair value

(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,

(a) the shareholder’s name and address;

(b) the number and class of shares in respect of which the shareholder dissents; and

Certificates to be sent in

(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

Idem

(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section.

Endorsement on certificate

(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder.

G-2

Rights of dissenting shareholder

(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,

(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);

(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or

(c) the directors revoke a resolution to amend the articles under subsection 168(3), terminate an amalgamation agreement under subsection 176(5) or an application for continuance under subsection 181(5), or abandon a sale, lease or exchange under subsection 184(8),

in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10).

Same

(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),

(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or

(b) if a resolution is passed by the directors under subsection 54(2) with respect to that class and series of shares,

(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and

(ii) to be sent the notice referred to in subsection 54 (3).

Same

(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,

(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and

(b) to be sent the notice referred to in subsection 54 (3).

Offer to pay

(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,

(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or

(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

G-3

(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms.

Idem

(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made.

Application to court to fix fair value

(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder.

Idem

(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow.

Idem

(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19).

Costs

(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders.

Notice to shareholders

(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,

(a) has sent to the corporation the notice referred to in subsection (10); and

(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,

of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions.

Parties joined

(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application.

Idem

(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders.

G-4

Appraisers

(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders.

Final order

(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b).

Interest

(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment.

Where corporation unable to pay

(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares.

Idem

(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,

(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or

(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders.

Idem

(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,

(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities.

Court order

(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission.

Commission may appear

(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation.

G-5

AI assistant

TrueContext Corporation — Proxy Solicitation & Information Statement 2024

46164_rns_2024-04-16_621d13fd-0942-458d-8bcf-f0dcd75817fe.pdf

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 8, 2024

AND

MANAGEMENT INFORMATION CIRCULAR

APRIL 8, 2024

(Signed) “ Catherine Sigmar ”

TRUECONTEXT CORPORATION

Notice of Special Meeting of Shareholders

WHO TO CONTACT IF YOU HAVE QUESTIONS

TABLE OF CONTENTS

TRUECONTEXT CORPORATION

MANAGEMENT INFORMATION CIRCULAR

as of April 8, 2024

SPECIAL MEETING OF SHAREHOLDERS, MAY 8, 2024

INFORMATION CONCERNING THE MEETING

Solicitation of Proxies

Submission of Proxies

Manner Proxies Will be Voted

Alternate Proxy

Revocability of Proxy

Non-Registered Holders

Record Date for Notice and Meeting

Dissent Rights

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

CURRENCY

QUESTIONS AND ANSWERS ABOUT THE ARRANGEMENT AND THE MEETING

Q: Why did I receive this package of information?

Q: What is the proposed Arrangement?

Q: What will I receive for my Shares under the Arrangement?

Q: What will happen to my Options in connection with the Arrangement?

Q: What will happen to the Company if the Arrangement is completed?

Q: What approvals are required for the Arrangement to be completed?

Q: Are there other conditions to the Arrangement?

Q: When do you expect the Arrangement to be completed?

Q: What will happen if the Arrangement Resolution is not approved or the Arrangement is not completed for any reason?

Q. What will I have to do as a Shareholder to receive the Consideration for my Shares?

Q. When will I receive the Consideration for my Shares?

Q: In what currency will I receive the Consideration under the Arrangement?

Q: Does the Special Committee support the Arrangement?

Q: Does the Board support the Arrangement?

Q: What were the Special Committee’s and Board’s reasons for recommending the Arrangement?

Q: Who has agreed to support the Arrangement?

Q: What are the anticipated Canadian federal income tax consequences to me of the Arrangement?

Q: Where and when is the Meeting?

Q: What approvals are required by Shareholders at the Meeting?

Q: Who is entitled to vote on the Arrangement Resolution at the Meeting and how will votes be counted?

Q. What if I acquire ownership of Shares after the Record Date?

Q: When is the proxy cut-off?

Q: How do I vote my proxy?

Q: Can I appoint someone else to vote my proxy?

Q: Can I revoke my proxy after I have submitted it?

Q: How do I vote if my Shares are held through an Intermediary/broker account?

Q. Am I entitled to Dissent Rights?

Q: Who can help answer my questions?

SUMMARY

Meeting and Record Date

Purpose of the Meeting

How to Attend and Vote at the Meeting

The Arrangement Resolution

Effect of the Arrangement

The Parties

The Company

The Purchaser

Battery Ventures

Background to the Arrangement

Recommendation of the Special Committee

Recommendation of the Board

Reasons for the Recommendations

Fairness Opinion

The Arrangement

The Arrangement Agreement

Consideration to be Received by Shareholders Pursuant to the Arrangement

Termination Fee

Reverse Termination Fee

Interests of Certain Persons in the Arrangement

Sources of Funds for the Arrangement

Stock Exchange Delisting and Ceasing Reporting Issuer Status

TrueContext Corporation Proxy Solicitation & Information Statement 2024