DevvStream Corp. (Form: 8-K, Received: 11/13/2024 17:17:08)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 6, 2024

DEVVSTREAM CORP.

(Exact name of registrant as specified in its charter)

Alberta, Canada	001-40977	86-2433757
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2108 N St., Suite 4254

Sacramento, California

(Address of principal executive offices)

95816

(Zip Code)

(647) 689-6041

(Registrant’s telephone number, including area code)

Focus Impact Acquisition Corp.

345 Avenue of the Americas, 33rd Floor

New York, NY 10105

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	DEVS	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

On November 6, 2024 (the “Closing Date”), Focus Impact Acquisition Corp. and our predecessor company (“FIAC”) consummated the previously announced business combination with DevvStream Holdings Inc., a company existing under the Laws of the Province of British Columbia (“DevvStream”) pursuant to the Business Combination Agreement, dated as of September 12, 2023 (as amended by Amendment No. 1 to the Business Combination Agreement dated May 1, 2024, as further amended by Amendment No. 2 to the Business Combination Agreement dated August 10, 2024, and as further amended by Amendment No. 3 to the Business Combination Agreement dated October 29, 2024, the “Business Combination Agreement”), by and among FIAC, Focus Impact Amalco Sub Ltd. (“Amalco Sub”) and DevvStream.

Pursuant to the Business Combination Agreement, on the Closing Date, (a) FIAC changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the Business Corporations Act (Alberta) and changed its name to DevvStream Corp. (“New PubCo” or the “Company”), and (b) DevvStream and Amalco Sub amalgamated to form one corporate entity (such entity, “Amalco” and such transaction, the “Amalgamation”).

On November 6, 2024, New PubCo also issued (i) 194,809 common shares of New PubCo (the “New PubCo Common Shares”) to certain investors pursuant to subscription agreements, dated October 29, 2024, including a subscription agreement with Helena Global Investment Opportunities I Ltd. (such agreements together, the “PIPE Agreements”) for $2,250,000 in the aggregate, and (ii) 3,249,877 New PubCo Common Shares to certain investors, including Karbon-X Corp, pursuant to certain carbon credit subscription agreements dated October 29, 2024 (such agreements together, the “Carbon Subscription Agreements”) (items (i) and (ii) in the foregoing together, the “PIPE Financing”). The Carbon Subscription Agreements were executed in connection with certain Carbon Credit Purchase Agreements with DevvStream (the “Carbon Credit Purchase Agreements”), pursuant to which DevvStream is purchasing carbon credits from certain sellers (“Carbon Credit Sellers”). The New PubCo Common Shares that are being issued to such Carbon Credit Sellers pursuant to the Carbon Subscription Agreements are being issued to the Carbon Credit Sellers in satisfaction of the purchase price owed to them under the Carbon Credit Purchase Agreements.

As previously reported prior to the consummation of the Business Combination (as defined below), on October 29, 2024, FIAC entered into an amendment (the “Amendment to the Sponsor Side Letter Agreement”) to the side letter agreement, dated September 12, 2023, which was subsequently amended on May 1, 2024, by and among FIAC and the Sponsor (as amended, the “Letter Agreement”). Pursuant to the Amendment to the Sponsor Side Letter Agreement, FIAC amended the transfer restrictions included therein to enable the Sponsor to transfer on October 29, 2024 up to 5,750,000 shares of common stock of the Company (such shares of common stock that are being transferred, the “Sponsor Shares”) to (i) certain advisor parties in full or partial satisfaction of such advisor parties’ fees and expenses incurred in connection with the the Business Combination with DevvStream (approximately $15.1 million of fees and expenses are being satisfied through the transfer of Sponsor Shares to advisor parties) (the “Equitization”), (ii) certain investors subscribing to PIPE Agreements (as defined below), and (iii) Helena Global Investment Opportunities I Ltd. as consideration for the execution of an equity line of credit purchase agreement, dated October 29, 2024 with FIAC and the Sponsor (the “ELOC Agreement”). On October 29, 2024, FIAC had also determined that it is advisable and in the best interest of FIAC and its stockholders to waive the transfer restrictions to which the Sponsor Shares were subject and that were included in the certain letter agreement, dated November 1, 2021, by and between FIAC and the Sponsor. Pursuant to the Amendment to the Sponsor Side Letter Agreement, FIAC agreed that in connection with the Closing (as defined below), the Sponsor will be issued New PubCo Common Shares in an amount that is equal to the number of Sponsor Shares that the Sponsor agreed to transfer prior to the Closing, as described in the foregoing items (i) to (iii).

Further, as previously reported prior to the Closing, FIAC entered into a contribution and exchange agreement (the “Monroe Agreement”) on October 29, 2024, pursuant to which, among other things, Crestmont Investments LLC, a Delaware limited liability company, will, immediately following the Closing, contribute 2,000,000 units representing 50% of the limited liability company interests in Monroe Sequestration Partners LLC, a Delaware limited liability company, in exchange for 2,000,000 New PubCo Common Shares, subject to the terms and conditions described in the Monroe Agreement.

Unless the context otherwise requires, “we,” “us,” “our,” and the “Company” refer to New PubCo. All references herein to the “Board” refer to the board of directors of New PubCo. All references herein to the “Closing” refer to the closing of the transactions contemplated by the Business Combination Agreement, including the PIPE Financing (the “Transactions” or the “Business Combination”). Defined terms included in this Current Report on Form 8-K (this “Current Report”) shall have the same meaning as the defined terms used in the definitive proxy statement/prospectus included in FIAC’s Registration Statement on Form S-4 (File No. 333-275871) that was initially filed with the U.S. Securities and Exchange Commission on December 4, 2024 (as amended, the “Proxy Statement/Prospectus”).

Item 1.01.

Entry into a Material Definitive Agreement.

Registration Rights Agreement

On November 6, 2023, New PubCo, Focus Impact Sponsor, LLC, a Delaware limited liability company (the "Sponsor"), and certain historical holders of Devvstream securities (the “Legacy Devvstream Holders”) will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Legacy Devvstream Holders and Sponsor will be granted customary registration rights with respect to the securities of New PubCo that they hold.

The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a copy of which is filed as Exhibit 10.13 of this Current Report and is incorporated herein by reference.

Indemnification Agreements

On November 6, 2024, in connection with the consummation of the Business Combination, New PubCo entered into indemnification agreements (the “Indemnification Agreements”) with each of its directors and executive officers. Each Indemnification Agreement provides for indemnification and advancements by New PubCo of certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of New PubCo’s directors or executive officers or as a director or executive officer of any other company or enterprise to which the person provides services at New PubCo’s request.

The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is filed as Exhibit 10.5 of this Current Report and is incorporated herein by reference.

Strategic Consulting Agreement

On November 13, 2024, New PubCo also entered into a strategic consulting agreement with Focus Impact Partners, LLC (the “Consultant”), pursuant to which the Consultant will provide New PubCo with certain consulting services (the “Strategic Consulting Agreement”) and New PubCo will pay the Consultant an annual consulting fee of $500,000, which will be payable in quarterly installments of $125,000 starting with an initial payment for the period beginnin December 31, 2023 (pro-rated based on the number of days from December 31, 2023 through and including November 13, 2024). Notwithstanding the foregoing, any fees due under the Strategic Consulting Agreement shall accrue and not be payable until (a) New PubCo has successfully raised $5.0 million in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) New PubCo has 2 or more consecutive quarters of positive cash flow from operations. New PubCo agrees to pay the Consultant additional consulting fees as to be mutually agreed consistent with market practice in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction for which the Consultant provides consulting services to New PubCo. Further, New PubCo has agreed to issue the Sponsor 557,290 New PubCo Common Shares in a private placement pursuant to the Strategic Consulting Agreement in connection with the execution of the Strategic Consulting Agreement. The Strategic Consulting Agreement has a term of three (3) years unless terminated early with at least 120 days advance notice and will be automatically extended for successive one (1)-year periods at the end of each year unless New PubCo or the Consultant provide a written notice of its desire not to automatically extend at least 120 days prior to the end of each year during the term of the Strategic Consulting Agreement. Pursuant to the Strategic Consulting Agreement, New PubCo has also agreed to customary indemnification of the Consultant in connection with the performance of its services.

The foregoing description of the Strategic Consulting Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is filed herewith as Exhibit 10.20 of this Current Report and is incorporated herein by reference.

New Convertible Notes

On January 12, 2024, DevvStream issued an unsecured convertible grid note (the “Focus Partners Convertible Note”) to the Consultant and as of the date hereof, the Consultant had advanced a total of $637,150 to DevvStream under the Focus Convertible Note. Further, New PubCo was indebted to New PubCo for $3,000,000 pursuant to a convertible promissory note dated December 1, 2023 and a convertible promissory note, dated May 9, 2023 (together, the “Focus Sponsor Convertible Notes”). The terms and conditions of the Focus Partners Convertible Note provided that, following the consummation of the Business Combination, the Consultant would have the right to convert its convertible notes or to have its convertible notes repaid at its option. As of the Closing, New PubCo is also indebted to the Consultant in the amount of $345,000 of accrued and unpaid of fees under the administrative services agreement, dated October 27, 2021, by and between FIAC and the Sponsor (the “Unpaid Fees”). On November 13, 2024, New PubCo issued (i) $3,000,000 of new 5.3% convertible notes to the Sponsor, and (ii) a new $982,150 of new 5.3% convertible notes to the Consultant (together, the “New Convertible Notes”), in each case in exchange for the cancellation and conversion of the Focus Partners Convertible Note, the Focus Sponsor Convertible Notes and the Unpaid Fees. The New Convertible Bridge Notes have a maturity date that is twenty-four months from the Closing. The principal loan amount and any accrued and unpaid interest under the New Convertible Notes are convertible into New PubCo Common Shares at a 25% discount to the issuer's 20-day volume weighted average price, subject to a floor of $0.867 per share.

The foregoing description of the New Convertible Notes does not purport to be complete and is qualified in its entirety by the terms and conditions thereof, a form of which is filed as Exhibit 10.21 of this Current Report and is incorporated herein by reference.

Extension of Devvio and Envviron Convertible Notes

DevvStream previously issued (i) an unsecured convertible note (the “Devvio Convertible Note”) to Devvio Inc. (“Devvio”) with a principal amount of $100,000, and (ii) an unsecured convertible note (the “Envviron Convertible Note”) to Envviron SAS (“Envviron”) with a principal amount of $250,000. The terms and conditions of the Devvio Convertible Note and Envviron Convertible Note each provided that, following the consummation of the Business Combination, Devvio and Envviron would have the right to convert their convertible notes or to have their convertible notes repaid. As a result of the consummation of the Business Combination, the maturity date of the Devvio Convertible Note and the Envviron Convertible Note was accelerated to the date that is 10 business days from the Closing, or November 21, 2024 (the “Maturity Date”). On November 6, 2024, New PubCo, Devvio and Envviron agreed to amend the terms of the Devvio Convertible Note and Envviron Convertible Note, respectively, in order to extend the Maturity Date by six (6) months.

Employment Agreements

The information relating to the employment agreements with Bryan Went, Chris Merkel, and Sunny Trinh in Item 2.01 under "Executive Compensation—Employment Agreements") is incorporated herein by reference.

Item 2.01.

Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference. As previously reported, on September 13, 2024, FIAC held a special meeting (the “Extraordinary Special”) at which the FIAC stockholders considered and adopted, among other matters, the Business Combination Agreement. On November 6, 2024, the parties to the Business Combination Agreement consummated the Transactions.

In connection with the shareholder meeting to approve the Business Combination (the “Business Combination Approval Meeting”) and the subsequent vote on October 31, 2024 to approve the extension of the time period during which FIAC may consummate a business combination, the holders of 1,569,414 shares of Class A Common Stock exercised their right to redeem their shares for cash, as provided for, prior to the Closing, in FIAC’s amended and restate certificate of incorporation.

In connection with the Closing, (i) 3,444,686 New PubCo Common Shares were issued in the PIPE Financing, (ii) 5,148,164 shares of Class A Common Stock held by pre-Business Combination holders of FIAC were converted into 4,989,600 New PubCo Common Shares, (iii) the Sponsor forfeited 575,000 shares of Class B Common Stock of FIAC and was issued 5,000,531 New PubCo Common Shares pursuant to the Letter Agreement and upon conversion of 15,558 shares Class B Common Stock held by the Sponsor at the time of the Closing, (iv) each redeemable warrant that was issued in connection with FIAC’s initial public offering that closed November 1, 2021 (the “FIAC IPO”) and that was exercisable for one share of Class A Common Stock at an exercise price of $11.50 (collectively, the “FIAC Warrants”) and each private placement warrant which was issued to the Sponsor in connection with the FIAC IPO and which entitles the holder thereof to purchase one whole share of Class A Common Stock at $11.50 per share (the “Private Placement Warrants” and together with the FIAC Warrants, the “Warrants”), were assumed by New PubCo and converted into a warrant to purchase a number of New PubCo Common Shares equal to the Reverse Split Factor at an exercise price equal to the Adjusted Exercise Price, on substantially similar terms as the Private Placement Warrants (the “Converted Private Placement Warrants” and together with the Converted Public Warrants, the “New PubCo Warrants”), (v) each of DevvStream’s multiple voting shares (the “Multiple Voting Company Shares”) and DevvStream’s subordinate voting shares (the “Subordinated Voting Company Shares” and together with the Multiple Voting Company Shares, the “Company Shares”) issued and outstanding immediately prior to the effective time of the Amalgamation (the “Effective Time”) were automatically exchanged for that certain number of New PubCo Common Shares equal to the applicable Per Common Share Amalgamation Consideration (as defined below), (vi) each option (whether vested or unvested) to purchase Company Shares (each, a “Company Option”) granted under DevvStream’s 2022 Equity Incentive Plan, as amended and restated from time to time, and DevvStream’s 2022 Non-Qualified Stock Option Plan (together, the “Company Equity Incentive Plans”) and each restricted stock unit representing the right to receive payment in Company Shares, granted under a restricted stock unit award agreement (each, a “Company RSU”) issued and outstanding immediately prior to the Effective Time was cancelled and converted into an option to purchase a number of New PubCo Common Shares (“Converted Options”) and New PubCo restricted stock units (“Converted RSUs”), respectively, in an amount equal to the Company Shares underlying such Company Option or Company RSU, respectively, multiplied by the Common Conversion Ratio, as defined below (and, for Company Options, at an adjusted exercise price equal to the exercise price for such Company Option immediately prior to the Effective Time divided by the Common Conversion Ratio), (vii) each warrant of DevvStream (each, a “Company Warrant”) issued and outstanding immediately prior to the Effective Time became exercisable for New PubCo Common Shares in an amount equal to the Company Shares underlying such Company Warrant multiplied by the Common Conversion Ratio (“Converted Warrants”) (and at an adjusted exercise price equal to the exercise price for such Company Warrant prior to the Effective Time divided by the Common Conversion Ratio), (viii) the holder of convertible notes to be issued by DevvStream, if any, issued and outstanding immediately prior to the Effective Time (the “Company Convertible Notes”) received New PubCo Common Shares in accordance with the terms of such Company Convertible Notes, and (ix) each common share of Amalco Sub issued and outstanding immediately prior to the Effective Time was automatically exchanged for one common share of Amalco.

The “Per Common Share Amalgamation Consideration” means (i) with respect to each Multiple Voting Company Share, an amount of New PubCo Common Shares equal to (a) ten (10), multiplied by (b) the Common Conversion Ratio, and (ii) with respect to each Subordinated Voting Company Share, an amount of New PubCo Common Shares equal to the Common Conversion Ratio. The “Common Conversion Ratio” means, in respect of a Company Share, 0.152934, which is equal to the Common Amalgamation Consideration divided by the Fully Diluted Common Shares Outstanding. The “Common Amalgamation Consideration” means (a)(i) the Reverse Split Factor multiplied by (ii)(x) $145 million plus the aggregate exercise price of all in-the-money Company Options and Company Warrants outstanding immediately prior to the Effective Time (or exercised in cash prior to the Effective Time) divided by (y) $10.20, plus (b) solely to the extent any Company Shares are required to be issued to Approved Financing Sources pursuant to Approved Financings in connection with the Closing, (i) each such Company Share multiplied by (ii) the Per Common Share Amalgamation Consideration in respect of such Company Share. The “Fully Diluted Common Shares Outstanding” means, without duplication, at any measurement time (a)(i) ten (10), multiplied by (ii) the aggregate number of Multiple Voting Company Shares that are issued and outstanding, plus (b) the aggregate number of Subordinated Voting Company Shares that are issued and outstanding, plus (c) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Options in accordance therewith, plus (d) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the exercise and conversion of the Company Warrants in accordance therewith, plus (e) the aggregate number of Subordinated Voting Company Shares to be issued pursuant to the vesting of the Company RSUs in accordance therewith; provided, that “Fully Diluted Common Shares Outstanding” shall not include any Subordinary Voting Company Shares to be issued (including pursuant to the exercise and conversion of Company Warrants) to any Approved Financing Source pursuant to an Approved Financing. The “Reverse Split Factor” means 0.9692, which is equal to the lesser of (a) the quotient obtained by dividing the Final Company Share Price by $0.6316 and (b) one. The “Final Company Share Price” means the closing price of the Subordinated Voting Company Shares on the Cboe Canada stock exchange (the “Cboe Canada”), as of the end of last trading day on the Cboe Canada prior to the Closing (and if there is no such closing price on the last trading day prior to the Closing, the closing price of the Subordinated Voting Company Shares on the last trading day prior to the Closing on which there is such a closing price), converted into United States dollars based on the Bank of Canada daily exchange rate on the last business day prior to the Closing.

Each New PubCo Warrants is exercisable for 0.9692 New PubCo Common Shares for $11.86 (the "Adjusted Exercise Price"). The Converted Private Placement Warrants are also exerciseable cashless pursuant to the terms of the Converted Private Placement Warrants. Pursuant to the terms of the New PubCo Warrants, the exercise price of the New PubCo Warrants will be further adjusted pursuant to a provision in the New PubCo Warrants that was triggered in connection with the financing transactions that closed in connection with consummation of the Business Combination and will be adjusted to an exercise price that is equal to 115% of the higher of the Market Value and the New Issued Price. “Market Value” as used in the foregoing shall mean the volume-weighted average trading price of the New PubCo Common Shares during the twenty (20) trading day period starting on the trading day prior to the day on which New PubCo consummated the Business Combination. “Newly Issued Price” as used in the foregoing shall mean the issue price or effective issue price (as determined in good faith by the Board), at which New PubCo (or its predecessor) issued additional shares or securities convertible into or exercisable or exchangeable for shares for capital raising purposes in connection with the consummation of the Business Combination.

Immediately after giving effect to the Transactions, there were 27,413,444 New PubCo Common Shares (excluding 557,290 New PubCo Common Shares that are issued pursuant to the Strategic Consulting Agreement after the Closing), 11,495,295 Converted Public Warrants (which are exerciseable for cash for up to 11,141,239 New PubCo Common Shares), 11,200,000 Converted Private Placement Warrants (which are exerciseable cashless or for cash, and if exercised for cash maybe be exercised for up to 10,855,040 New PubCo Common Shares), 186,065 Converted Warrants, 523,799 Converted Options and 1,168,124 Converted RSUs issued and outstanding. On November 7, 2024, the New PubCo Common Shares began trading on the Nasdaq Stock Market LLC (“Nasdaq”).

The material terms and conditions of the Business Combination Agreement are described in the Proxy Statement/Prospectus, in the subsection entitled “The Business Combination Agreement” of the section titled “Business Combination Proposal” beginning on page 119 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K states that if the predecessor registrant was a shell company, as FIAC was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, New PubCo is providing the information below that would be included in a Form 10 if New PubCo were to file a Form 10. Please note that the information provided below relates to New PubCo following the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Forward-Looking Statements

Some of the statements contained in this Current Report constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect the current views of New PubCo with respect to, among other things, the plans, strategies and prospects, both business and financial, of New PubCo. These statements are based on the beliefs and assumptions of the management of New PubCo. Likewise, the financial statements included herein and all of the statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “projects,” “anticipates” or the negative version of these words or other comparable words or phrases.

The forward-looking statements contained in this Current Report reflect New PubCo’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Neither New PubCo can guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

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the ability of New PubCo, following the consummation of the Business Combination, to realize the benefits from the Business Combination;

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changes in the market price of New PubCo Common Shares after the Business Combination, which may be affected by factors different from those that affected the price of shares of Class A Common Stock prior to the Business Combination;

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the ability of New PubCo, to maintain the listing of the New PubCo Common Shares on Nasdaq following the consummation of the Business Combination;

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future financial performance following the Business Combination;

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the impact from the outcome of any known and unknown litigation;

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the ability of New PubCo to forecast and maintain an adequate rate of revenue growth and appropriately plan its expenses;

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expectations regarding future expenditures of New PubCo following the Business Combination;

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the future mix of revenue and effect on gross margins of New PubCo following the Closing;

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changes in interest rates, rates of inflation, carbon credit prices and trends in the markets in which we operate;

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the attraction and retention of qualified directors, officers, employees and key personnel of New PubCo following the Closing;

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the ability of New PubCo to compete effectively in a competitive industry;

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the ability to protect and enhance New PubCo’s corporate reputation and brand;

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expectations concerning the relationships and actions of New PubCo and its affiliates with third parties;

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the impact from future regulatory, judicial and legislative changes in New PubCo’s industry;

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the ability to locate and acquire complementary products or product candidates and integrate those into New PubCo’s business;

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future arrangements with, or investments in, other entities or associations;

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intense competition and competitive pressures from other companies in the industries in which New PubCo will operate;

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the volatility of the market price and liquidity or trading of the securities of New PubCo; and

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other factors detailed under the section titled “Risk Factors” beginning on page 66 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

While forward-looking statements reflect New PubCo’s good faith beliefs, they are not guarantees of future performance. New PubCo disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to New PubCo.

Business

We are a capex-light carbon credit generation company focused on high quality and high return technology-based projects. We offer investors exposure to carbon credits, a key instrument used to offset emissions of carbon dioxide from industrial activities to reduce the effects of global warming.

By utilizing blockchain technology to drive trust and transparency across the credit cycle and through leveraging partnerships with market leaders, we provide a turnkey solution to help companies generate, manage, and monetize environmental assets through carbon credits. The blockchain technology will be used in conjunction with DevvStream’s platform to track, manage and store data only. It will do so to keep an immutable record of the data. The blockchain technology will not be used to track any assets. The blockchain technology will not create a record of carbon credits. Carbon credits are tracked by third parties in traditional registries and those registries show ownership of the carbon credits. We will not use the blockchain technology to create or track any type of crypto asset, and our use of the blockchain does not involve or require the integration of any token or other crypto asset to support its functionality.

As explained in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of DevvStream—Liquidity and Capital Resources” in the Proxy Statement/Prospectus, New PubCo’s management does not believe its current cash and cash equivalents are sufficient to fund operations for at least the next 12 months from the issuance date of the financial statements, which management believes raises substantial doubt about its ability to continue as a going concern. For more information also see “Risk Factors — Risks Related to DevvStream’s Business and Industry — We have incurred significant losses and expect to incur additional expenses and continuing losses for the foreseeable future, and we may not achieve or maintain profitability,” which can be found beginning on page 66 of the Proxy Statement/Prospectus, which is incorporated herein by reference.

The mailing address of our principal executive offices is 2108 N St., Suite 4254 Sacramento, CA 95816 and our telephone number at such address is (647) 689-6041.

New PubCo owns no material assets other than the 100% issued and outstanding shares Amalco and does not operate any business.

Our business is further described in the Proxy Statement/Prospectus in the section titled “Information about DevvStream” beginning on page 223 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.

Risk Factors

The risk factors related to New PubCo, our business and operations and the Transactions are set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 66 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.

Financial Information

New PubCo is currently experiencing delays (ii) in preparing the DevvStream audited financial statements for the year ended July 31, 2024 and (ii) in filing FIAC’s quarterly report on Form 10-Q for the quarter ended September 30, 2024. New PubCo is working diligently to finalize New PubCo’s audited financials for July 31, 2024, FIAC’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, an updated DevvStream “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure for the year ended July 31, 2024 and the acquired business pro forma financial information required to be filed with this Current Report under Item 9.01. New PubCo expects to file an amendment to this Current 8-K to add the required financial information as soon as practicable.

Properties

Our corporate headquarters are located in Vancouver, British Columbia, Canada. We consider our current office space adequate for our current operations.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of New PubCo Common Shares immediately following consummation of the Transactions by:

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each person known by New PubCo to be the beneficial owner of more than 5% of New PubCo’s issued and outstanding common shares immediately following the consummation of the Transactions;

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each of New PubCo’s executive officers and directors; and

•

all of New PubCo’s executive officers and directors as a group after the consummation of the Transactions.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes securities that the individual or entity has the right to acquire, such as through the exercise of stock options and warrants, within 60 days of the Closing Date. Shares subject to options or warrants that are currently exercisable or exercisable within 60 days of the Closing Date are considered outstanding and beneficially owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as noted by footnote, and subject to community property laws where applicable, based on the information provided to New PubCo, New PubCo believes that the persons and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by them. Unless otherwise noted, the business address of each of the directors and executive officers of New PubCo is 2108 N St., Suite 4254 Sacramento, CA 95816. The percentage of beneficial ownership of New PubCo is calculated based on 27,413,444 New PubCo Common Shares issued and outstanding immediately after giving effect to the Transactions.

Name and Address of Beneficial Owners	Number of Common Shares		% of Total Voting Power
Thomas G. Anderson⁽¹⁾⁽²⁾	7,187,895		26.1%
Wray Thorn	—(11)		—(11)
Carl Stanton	—(11)		—(11)
Sunny Trinh⁽³⁾	926,336		3.3%
Stephen Kukucha⁽⁴⁾	76,467		*
Ray Quintana⁽⁵⁾	76,467		*
Bryan Went⁽⁶⁾	71,987		*
Chris Merkel⁽⁷⁾	69,086		*
David Goertz⁽⁸⁾	58,356		*
Michael Max Buhler⁽⁹⁾	45,880		*
Jamila Piracci⁽¹⁰⁾	45,880		*
All directors and officers as a group (eleven individuals)	8,558,354		29.7%
Five Percent Holders:
Focus Impact Sponsor, LLC⁽¹¹⁾	15,870,650⁽¹²⁾		41.1%
Crestmont Investments LLC	2,000,000	7.3%
Helena Global Investment Opportunities	1,441,560		5.3%

* Less than 1%

(1)

Consists of (i) 7,111,428 common shares issued to Devvio, Inc. ("Devvio") in exchange for multiple voting company shares of DevvStream in connection with the closing of the Business Combination. Mr. Anderson is the founder and chief executive officer of Devvio and as a result, may be deemed to indirectly beneficially own the common shares that are directly beneficially owned by Devvio. Mr. Anderson disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein. The business address of Devvio is 6300 Riverside Plaza Ln NW, Suite 100, Albuquerque, NM 87120 and (ii) 76,467 options to purchase subordinate voting shares of DevvStream was converted into an option to purchase common shares of the Issuer based on an exchange ratio calculated at Closing of the Business Combination, as described in Item 2.01 of this Current Report.

(2)

Consists of 76,467 stock options granted on January 17, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report. Thomas G. Anderson resigned from the Board on November 7, 2024. For more information, also see Item 5.02 of this Current Report.

(3)

Consists of 887,017 restricted stock units granted on January 17, 2022 and March 14, 2022. 25% of the restricted stock units vested on January 17, 2023, July 17, 2023, January 17, 2024 and July 17, 2024, respectively. Also consists of 39,319 of restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six-month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report. Each restricted stock unit represents the right to receive, at settlement, one New PubCo Common Shares.

(4)

Consists of 45,880 stock options granted on March 1, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. Also consists of 30,587 options granted on October 14, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report.

(5)

Consists of 76,467 stock options granted on January 17, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report. Ray Quintana resigned from the Board on November 7, 2024. For more information, also see Item 5.02 of this Current Report.

(6)

Consists of 45,880 restricted stock units granted on March 14, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter. Also consists of 26,106 restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of new PubCo. based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report. Each restricted stock unit represents the right to receive, at settlement, one New PubCo Common Shares.

(7)

Consists of 45,880 restricted stock units granted on January 17, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter. Also consists of 23,206 restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. In connection with the closing of the Business Combination, each outstanding restricted stock unit of DevvStream was converted into restricted stock units of the New PubCo based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report. Each restricted stock unit represents the right to receive, at settlement, one New PubCo Common Shares.

(8)

Consists of 30,587 restricted stock units granted on January 17, 2022. 10% of the restricted stock units vested on January 17, 2023 and 15% of the restricted stock units vest every six months thereafter. Also consists of 27,769 restricted stock units granted on June 6, 2024. 10% of the restricted stock units vest on the six month anniversary of the grant date and 15% of the restricted stock units vest every six months thereafter for a period of 36 months. These restricted stock units were granted to DJG Enterprises Inc. ("DJG") Mr. Goertz is the sole director of DJG and as a result, may be deemed to indirectly beneficially own the common shares issuable upon exercise of the restricted stock units that are directly beneficially owned by DJG. Mr. Goertz disclaims beneficial ownership other than to the extent of any pecuniary interest he may have therein. The business address of DJG is 1500 - 1140 West Pender Street, BC V6E 4G1.

(9)

Consists of 45,880 stock options granted on May 15, 2023. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report.

(10)

Consists of 45,880 stock options granted on October 14, 2022. 10% of the options vested on January 17, 2023 and 15% of the options vest every six months thereafter. In connection with the closing of the Business Combination, each outstanding option to purchase subordinate voting shares of DevvStream was converted into an option to purchase New PubCo Common Shares based on an exchange ratio calculated at Closing, as described in Item 2.01 of this Current Report.

(11)

In connection with the consummation of the Business Combination on November 6, 2024, (i) the reporting person forfeited 575,000 Class B ordinary shares, par value $0.0001 per share, of the issuer ("Class B Shares"), (ii) 15,558 Class B Shares were converted into 15,079 New PubCo Common Shares"), and (iii) 5,000,531 New PubCo Common Shares were issued to the reporting person in exchange for the Class A ordinary shares, par value $0.0001 per share, of the issuer and the Class B Shares that the reporting person transferred on October 29, 2024. Does not include any New PubCo Common Shares upon exercise of any of the Converted Private Placement Warrant held by the reporting person. The reporting person is controlled by a four-member board of managers composed of Carl Stanton, Ernest Lyles, Howard Sanders and Wray Thorn. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the reporting person. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the reporting person. Based upon the foregoing analysis, no individual manager of the reporting person exercises voting or dispositive control over any of the securities held by the reporting, even those in which such manager holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such securities. 11,200,000 private placement warrants of the issuer held by the reporting person at the time of the closing of the Business Combination will be assumed by New PubCo and converted into 11,200,000 Converted Private Placement Warrants of New PubCo, with each Converted Private Placement Warrant being exercisable for 0.9692 New PubCo Common Shares on a cashless basis or for cash at $11.86 (subject to additional adjustments pursuant to the terms of the Converted Private Placement Warrant). The issuance of 10,855,040 New PubCo Common Shares with respect to the Converted Private Placement Warrants held by the Sponsor assumes that each of the Converted Private Placement Warrant is exercised for cash. Pursuant to the terms of the Converted Private Placement Warrants, the exercise price of the Converted Private Placement Warrants is adjustable if certain capital raising transactions meet certain requirements in connection with a business combination and shall be adjusted to an exercise price that is equal to 115% of the higher of the Market Value and the New Issued Price. "Market Value" as used in the foregoing shall mean the volume-weighted average trading price of the New PubCo Common Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the issuer consummated the Business Combination. "Newly Issued Price" as used in the foregoing shall mean the issue price or effective issue price (as determined in good faith by the board of directors of the issuer), at which the issuer issued additional shares or securities convertible into or exercisable or exchangeable for shares for capital raising purposes in connection with the closing of the Business Combination. Does not reflect the additional New PubCo Common Shares issuable to the Sponsor pursuant to the terms of the Strategic Consulting Agreement or the New PubCo Common Shares issuable upon conversion of the New Convertible Notes, which each were executed after the Closing.

(12)

Consists of 5,015,610 New PubCo Common Shares and 10,855,040 New PubCo Common Share issuable upon exercise of 11,200,000 Converted Private Placement Warrants held by the Sponsor (assumes the exercise of the Converted Private Placement Warrants for cash). None of the Converted Private Placement Warrants have been exercised on the date this Current Report is filed.

Directors and Executive Officers

The following sets forth certain information concerning the directors and executive officers of New PubCo immediately following consummation of the Transactions:

Name	Age		Position(s)
Executive Officers:
Sunny Trinh		53	Chief Executive Officer
David Goertz		44	Chief Financial Officer
Chris Merkel		57	Chief Operating Officer
Bryan Went		45	Chief Revenue Officer
Directors⁽¹⁾:
Wray Thorn		52	Director
Carl Stanton		56	Director
Michael Max Bühler		50	Director
Stephen Kukucha		56	Director
Jamila Piracci		51	Director

(1)	Thomas G. Anderson and Ray Quintana were appointed to the Board in connection with the consummation of the Transactions and resigned from the Board on November 7, 2024. For more information, also see Item 5.02 of this Current Report.

Information regarding the executive officers, key employees, and directors following the Business Combination is set forth below:

Executive Officers

Mr. Sunny Trinh serves as Chief Executive Officer of New PubCo following completion of the Business Combination. Mr. Trinh has served as Chief Executive Officer of DevvStream for the past two years and brings over 25 years of experience in the technology sector and directly in developing new verticals in ESG and carbon markets. Mr. Trinh also served as the Chief Digital Alchemist for Devvio, where he utilized their blockchain technology to develop solutions and new business models in the ESG and carbon markets. Mr. Trinh continues to advise Devvio in an informal capacity, and also advises Envviron SAS in an informal capacity regarding ESG matters. Prior to DevvStream, Mr. Trinh led innovation as the vice president of Strategic Partnerships and Ecosystem at Avnet Inc. (AVT: NASDAQ). He was also the chief operating officer for Jooster and vice president of sales for Arrow Electronics (ARW: NYSE) where he led the design team for a Corvette driven by a quadriplegic. Mr. Trinh also co-founded and served as Chief Executive Officer for 9:Fish Surfboards and was an adjunct professor for California Lutheran University’s master’s in business administration program, where he started the school’s technology tract. He also holds a patent on electronic accessories for cell phones. Mr. Trinh received his bachelor’s degree and master’s degree in engineering from Harvey Mudd College and his master’s in business administration from California Lutheran University.

Mr. David Goertz serves as the Chief Financial Officer of New PubCo following the completion of the Business Combination. Mr. Goertz has served as the Chief Financial Officer of DevvStream since November 2022. Mr. Goertz is a partner with Dale Matheson Carr-Hilton Labonte, LLP Chartered Professional Accountants, where he has worked since 2005 and became a partner in 2011. Mr. Goertz provides accounting, assurance, taxation and business advisory services to private and public companies, not-for-profit organizations and incorporate professionals. Mr. Goertz has an extensive background in public company operations, restructurings, acquisitions and initial public offerings. Mr. Goertz also has a specialized knowledge of the manufacturing, mining, real estate and technology industries. Mr. Goertz received his bachelor’s degree from the University of Victoria and has been a Chartered Professional Accountant since 2004.

Mr. Chris Merkel serves as the Chief Operating Officer of New PubCo following the completion of the Business Combination. Mr. Merkel has served as the Chief Operating Officer of DevvStream since December 2021. Prior to joining DevvStream, Mr. Merkel spent 24 years managing strategic customers, growing technical services verticals and held sales leadership roles at Avnet (AVT: NASDAQ) and Arrow Electronics (ARW:NYSE). He has engaged with companies at every stage, from pre-funded startups to global enterprises in markets such as the internet-of-things, consumer, industrial and medical. Mr. Merkel spent five years with Sierra Pacific Industries in a general sales and operations management role. Mr. Merkel has over 30 years of sales, operations and general management experience successfully managing diverse teams and projects.

Mr. Bryan Went serves as the Chief Revenue Officer of New PubCo following the completion of the Business Combination. Mr. Went has served as the Chief Revenue Officer of DevvStream since February 2022, and oversees corporate partnerships and the global project pipeline expansion. Mr. Went is the co-founder and co-chief executive officer of Matter Labs, a corporate innovation lab that focuses on solving problems in the technology industry at a local level. He also serves on the board of directors at FATHOMWERX, a public-private consortium and technical innovation lab located in Ventura County, California. Mr. Went has approximately 15 years of experience as a founder, executive and investor in sustainability and blockchain technologies.

Non-Employee Directors

Mr. Wray Thorn serves as a director of New PubCo following the completion of the Business Combination. Mr. Thorn is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as the Chief Investment Officer of Focus Impact Acquisition Corp. He also serves as the Chief Investment Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq: BHAC). Mr. Thorn is also the Founder and Chief Executive of Clear Heights Capital and a Board Member of Skipper Pets, Inc. Previously, Mr. Thorn was Managing Director and Chief Investment Officer - Private Investments at Two Sigma Investments, where he architected and led the firm’s private equity (Sightway Capital), venture capital (Two Sigma Ventures) and impact (Two Sigma Impact) investment businesses and was a leader in the creation of Hamilton Insurance Group and the incubation of Two Sigma’s insurance technology activities. With approximately three decades of experience as a chief investment officer, investment leader and lead director, Mr. Thorn has firsthand knowledge of investment firm leadership, private investing company value creation, asset allocation strategy and practice and risk management frameworks. Mr. Thorn has built and led businesses to source, structure, finance and make private investments, to allocate and risk manage capital across private investment strategies and to help companies, organizations and executives realize their growth and development objectives. Mr. Thorn has also been at the forefront of proactive impact investing and applying data and technology to innovate private investing. Mr. Thorn also serves as Co-Chair of the Board of Youth, INC, as Vice Chair of the Board and Chair of the Investment Committee for Futures and Options, as a grant monitor and event committee chair for Hour Children, and as an Associate of the Harvard College Fund.

Mr. Carl Stanton serves as a director of New PubCo following the completion of the Business Combination. Mr. Stanton is a Partner and Co-Founder of Focus Impact Partners, LLC and currently serves as the Chief Executive Officer. He also serves as the Chief Executive Officer and a director of Focus Impact BH3 Acquisition Company, a special purpose acquisition corporation (Nasdaq: BHAC). Mr. Stanton brings nearly three decades of experience in leading companies across transformative Private Equity/Alternative Asset management with a proven track record in creating shareholder value. Mr. Stanton has unique knowledge and skills across all facets of Asset Management. He is a team builder and has managed and co-led two Alternative Asset Management firms totaling over $4.5 billion AUM, and has delivered best-in-class investment performance results along with colleagues over multiple funds. He has advised CEOs, CFOs, and boards of directors of multiple companies and spread managerial, financial, and strategic best practices with demonstrated expertise in value creation strategies including revenue growth strategies, industry transformation, cost control, supply chain management, and technology best practices. Mr. Stanton has also served as Board Member to more than 15 portfolio companies across Industrial Products & Services, Transportation & Logistics and Consumer industries; including his current role as a Board Member of Skipper Pets, Inc.

Mr. Michael Max Bühler serves as a director of New PubCo following the completion of the Business Combination. Mr. Bühler is a member of various international committees, including the T20/G20 Task Force on Infrastructure Investment and the OECD Blue Dot Network. Mr. Bühler is actively involved in the formation of a data cooperative for the construction industry and sits on the board of the International Resilience and Sustainability (inRES) Partnership, supporting Botswana’s digital transformation. Currently, Mr. Bühler is a Professor of Construction Business Management at the University of Applied Sciences in Constance, Germany, with research interests in infrastructure planning and global challenges. Previously, he led initiatives at the World Economic Forum and worked with Deloitte in Vancouver. He also held roles at Bilfinger Berger in North America. He has over 25 years of experience in construction and real estate. Mr. Bühler has a PhD in civil engineering and an MBA with finance and accounting specialization.

Mr. Stephen Kukucha serves as a director of New PubCo following the completion of the Business Combination. Mr. Kukucha is a partner at PacBridge Partners with over twenty years of experience in clean technology, renewable power, investing and their intersection with public policy. At PacBridge Capital Partners, he specializes in providing early stage and growth capital to companies seeking to take disruptive technologies and build scalable businesses. PacBridge is based in Hong Kong and Vancouver and invests in opportunities globally, with a particular focus in Asia and North America. As well, Stephen also serves as a Senior Advisor to Fort Capital Partners, focusing on origination of M&A, capital raising and advisory transactions. Prior to his current roles, Mr. Kukucha practiced law and was in a leadership position at Ballard Power Systems - leading their global External Affairs group (including emerging market business development in Asia). Following Ballard, Mr. Kukucha founded both a renewable power company and a strategic advisory firm. Mr. Kukucha also served as Chief Executive Officer and a director of CERO Technologies from April 2023 to June 2024, and as a director of Sustainable Development Technology Canada (SDTC) from March 2021 to May 2024. Mr. Kukucha has a Bachelor of Arts from the University of British Columbia and a Bachelor of Laws from the University of New Brunswick and graduated from the ICD-Rotman, Directors Education Program and became a member of the Institute of Corporate Directors, ICD.D.

Ms. Jamila Piracci serves as a director of New PubCo following the completion of the Business Combination. Ms. Piracci is the Founder of Roos Innovations, a financial services and commodities consultancy firm. She also serves on the boards of the Futures Industry Association and Fiùtur Information Exchange Inc., and is a member of the advisory board of Itegriti Corporation. Prior to becoming a consultant, Ms. Piracci led the National Futures Association’s regulatory program from 2011 to 2019, overseeing swap dealers under the Dodd-Frank Act, including creating NFA’s program. Ms. Piracci previously worked at the Federal Reserve Bank of New York, where she was an attorney with a primary focus on orderly liquidation authority and resolution planning under the Dodd-Frank Act, as well as on market and other developments pertaining to OTC derivatives. Ms. Piracci also spent nearly a decade advising a range of OTC derivatives market participants, including dealer banks, investment managers, and energy firms. In addition, she was an Assistant General Counsel at the International Swaps and Derivatives Association, where she chaired working groups developing market documentation and best practices primarily in the credit derivatives area. Ms. Piracci received her J.D. from Cornell Law School and MBA from the S.C. Johnson Graduate School of Management at Cornell University. Ms. Piracci earned her B.A. from Harvard-Radcliffe College at Harvard University.

Independence of Board of Directors

Nasdaq listing standards require that a majority of our Board be independent. An “independent director” is defined generally as a person that, in the opinion of the FIAC Board, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with FIAC). Our Board has determined that Michael Max Bühler, Stephen Kukucha and Jamila Piracci are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

The Board will have the authority to appoint committees to perform certain management and administration functions. Upon the Closing, the Board is expected to have a standing audit committee, compensation committee, and nominating and corporate governance committee. The composition and responsibilities of each committee are described below. Members will serve on these committees until their resignation or until otherwise determined by the Board. The charters for each of these committees re available on New PubCo’s website.

Audit Committee

The audit committee of the Board consists of Michael Max Bühler, Stephen Kukucha and Jamila Piracci. The Board has determined that each proposed member is independent under the Nasdaq listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (“Exchange Act”). The chairperson of the audit committee is Michael Max Bühler. Michael Max Bühler qualifies as an “audit committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K and each member of the audit committee possess financial sophistication, as defined under the rules of Nasdaq.

The primary purpose of the audit committee is to discharge the responsibilities of the Board with respect to our accounting, financial, and other reporting and internal control practices and to oversee our independent registered accounting firm. Specific responsibilities of our audit committee include:

•

selecting a qualified firm to serve as the independent registered public accounting firm to audit New PubCo’s financial statements;

•

helping to ensure the independence and performance of the independent registered public accounting firm;

•

discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, our interim and year-end operating results;

•

developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters;

•

reviewing policies on risk assessment and risk management;

•

reviewing related party transactions;

•

obtaining and reviewing a report by the independent registered public accounting firm at least annually, that describes New PubCo’s internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and

•

approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm.

Compensation Committee

The compensation committee of the Board consist of Jamila Piracci, Stephen Kukucha and Michael Max Bühler. The Board has determined each proposed member is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chairperson of the compensation committee is expected to be Jamila Piracci. The primary purpose of the compensation committee is to discharge the responsibilities of the board of directors to oversee its compensation policies, plans and programs and to review and determine the compensation to be paid to its executive officers, directors and other senior management, as appropriate.

Specific responsibilities of the compensation committee include:

•

reviewing and approving on an annual basis the corporate goals and objectives relevant to New PubCo’s Chief Executive Officer’s compensation, evaluating New PubCo’s Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of New PubCo’s Chief Executive Officer based on such evaluation;

•

reviewing and approving the compensation of New PubCo’s other executive officers;

•

reviewing and recommending to the Board the compensation of New PubCo’s directors;

•

reviewing New PubCo’s executive compensation policies and plans;

•

reviewing and approving, or recommending that the Board approve, incentive compensation and equity plans, severance agreements, change-of-control protections and any other compensatory arrangements for New PubCo’s executive officers and other senior management, as appropriate;

•

administering New PubCo’s incentive compensation equity-based incentive plans;

•

selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors;

•

assisting management in complying with New PubCo’s proxy statement and annual report disclosure requirements;

•

if required, producing a report on executive compensation to be included in New PubCo’s annual proxy statement;

•

reviewing and establishing general policies relating to compensation and benefits of New PubCo’s employees; and

•

reviewing New PubCo’s overall compensation philosophy.

Nominating and Corporate Governance Committee

The nominating and corporate governance committee of the Board consists of Stephen Kukucha, Jamila Piracci and Michael Max Bühler. The Board has determined each proposed member is independent under Nasdaq listing standards. The chairperson of the nominating and corporate governance committee is expected to be Stephen Kukucha.

Specific responsibilities of the nominating and corporate governance committee include:

•

identifying, evaluating and selecting, or recommending that the Board approves, nominees for election to the Board;

•

evaluating the performance of the Board and of individual directors;

•

reviewing developments in corporate governance practices;

•

evaluating the adequacy of New PubCo’s corporate governance practices and reporting;

•

reviewing management succession plans; and

•

developing and making recommendations to the Board regarding corporate governance guidelines and matters.

Code of Business Conduct and Ethics

New PubCo will adopt a Code of Business Conduct and Ethics that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. Following the Closing, the Code of Business Conduct and Ethics will be available on New PubCo’s website at https://www.devvstream.com. Information contained on or accessible through such website is not a part of this proxy statement/prospectus, and the inclusion of the website address in this proxy statement/prospectus is an inactive textual reference only. New PubCo intends to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on its website to the extent required by the applicable rules and exchange requirements.

Compensation Committee Interlocks and Insider Participation

None of New PubCo’s expected executive officers serve, or have served during the last year, as a member of the board of directors, compensation committee, or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of our directors or on either company’s compensation committee.

Executive Compensation

Pre-Closing Compensation of Executive Officers

A description of the compensation of the named executive officers of DevvStream and the compensation of the executive officers of FIAC before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the sections titled “Executive and Director Compensation of DevvStream” beginning on page 276 of the Proxy Statement/Prospectus and the subsection titled “Officer and Director Compensation” in the section titled “FIAC’s Management,” beginning on page 203 of the Proxy Statement/Prospectus, respectively, and that information is incorporated herein by reference.

Pre-Closing Compensation of Executive Officers

At the Business Combination Approval Meeting, the FIAC stockholders approved the DevvStream Corp. 2024 Equity Incentive Plan as may be amended, restated or modified from time to time, (the “Equity Incentive Plan”). The summary of the Equity Incentive Plan set forth in the Proxy Statement/Prospectus in the section titled “The Incentive Plan Proposal” beginning on page 192 of the Proxy Statement/Prospectus is incorporated herein by reference. A copy of the full text of the Equity Incentive Plan is attached hereto as Exhibit 10.4 and is incorporated herein by reference. New PubCo intends to develop an executive compensation program that is designed to align compensation with New PubCo’s business objectives and the creation of shareholder value, while enabling New PubCo to attract, motivate and retain individuals who contribute to the long-term success of New PubCo. Decisions on the executive compensation program will be made by the compensation committee of the Board.

Employment Agreements

On November 6, 2024, in connection with the consummation of the Business Combination, New PubCo entered into employment agreements with Bryan Went, Chris Merkel, and Sunny Trinh (collectively, the “Executives”), We refer to the employment agreements herein collectively as the “Employment Agreements.”

The Employment Agreements provide for a three-year initial term with automatic renewals for additional one-year periods unless either the applicable Executive or New PubCo gives written notice of non-renewal at least 90 days prior to the expiration of the then-current initial term or renewal term.

The Employment Agreements provide for initial annualized base salary of $250,000 for Mr. Trinh and $180,000 for each of Messrs. Went and Merkel, which will be reviewed by the Board annually, based on personal and corporate achievements and the overall financial performance of New PubCo. While employed under the Employment Agreements, the Executives are eligible for certain additional benefits, including reimbursement of reasonable travel and other business-related expenses and participation in the Company’s benefit plans or programs.

The Employment Agreements provide that upon a resignation by the applicable Executive for Good Reason or upon a termination by New PubCo without Cause (each as defined in the Employment Agreement), the Executive shall be entitled to receive 12 months of continued base salary payments (the “Severance Amount”), subject to the Executives execution and non-revocation of a release of claims.

Further, the Employment Agreements provide that upon a resignation by the applicable Executive for Good Reason (as defined in the Employment Agreement) or upon a termination by New PubCo without Cause, in either case, within 12 months following a Corporate Transaction (as defined in the Equity Incentive Plan), the Executive shall be entitled to receive the following payments or benefits: (i) the Severance Amount (as defined in the Employment Agreement), (ii) immediate vesting of any of New PubCo equity awards that vest solely based on continued service that are held by the Executive and (iii) immediate vesting of any New PubCo equity awards that were subject to performance-based vesting and held by the Executive based on the greater of (x) target level of performance and (y) New PubCo’s actual performance, measured as of the date of termination as determined by the Committee (as defined in the Equity Incentive Plan), subject to the Executives execution and non-revocation of a release of claims.

The Employment Agreements also contain certain restrictive covenants, including provisions that require the Executive to assign their rights to intellectual property to New PubCo and create restrictions, with certain limitations, on the Executives competing with New PubCo, soliciting any employees or individual service providers of, or soliciting or inducing any customers, clients, suppliers or licensees of New PubCo. These restrictions are generally intended to apply during the term and any renewal term and, subject to applicable state laws, for the twelve-month period following the Executive’s termination of employment.

The description of the Employment Agreements herein is qualified in its entirety by reference to the full text of the Employment Agreements, which are attached hereto as Exhibits 10.17, 10.18, and 10.19 incorporated by reference herein.

Director Compensation

The Board, or a committee thereof, will determine the annual compensation to be paid to the members of the Board. A description of the compensation of the named executive officers of DevvStream and the compensation of the executive officers of FIAC before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the sections titled “Executive and Director Compensation of DevvStream” beginning on page 276 of the Proxy Statement/Prospectus and the subsection titled “Officer and Director Compensation” in the section titled “FIAC’s Management,” beginning on page 203 of the Proxy Statement/Prospectus, respectively, and that information is incorporated herein by reference.

Certain Relationships and Related Person Transactions

Certain relationships and related person transactions are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Person Transactions,” beginning on page 278 of the Proxy Statement/Prospectus and that information is incorporated herein by reference. Reference is made to the disclosure regarding director independence under “Independence of our Board of Directors” above in this Item 2.01 of this Current Report. The information related to the Registration Rights Agreement, the Strategic Consulting Agreement and the New Convertible Notes in Item 1.01 of this Current Report is also incorporated herein by reference.

New PubCo adopted a formal written policy effective upon the consummation of the Business Combination providing that persons meeting the definition of “Related Person” under Item 404(a) of Regulation S-K such as New PubCo’s executive officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of New PubCo’s capital stock and any member of the immediate family of any of the foregoing persons are not permitted to enter into a related party transaction with New PubCo without the approval of New PubCo’s audit committee, subject to the exceptions described below.

A related party transaction is a transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships in which New PubCo was or is to be a participant in which the amount involves exceeds $120,000 in the aggregate, and in which a related party had or will have a direct or indirect material interest. Transactions involving compensation for services provided to New PubCo as an employee or director and certain other transactions are not covered by this policy.

Under the policy, the audit committee will review information that it deems reasonably necessary to enable New PubCo to identify any existing or potential related person transactions and to effectuate the terms of the policy. In addition, under the Code of Conduct, employees and directors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the subsections of the Proxy Statement/Prospectus titled “Legal Proceedings” in the sections titled “Information about FIAC” and “Information about DevvStream,” on page 202 and page 223 of the Proxy Statement/Prospectus, respectively, and that information is incorporated herein by reference.

Market Price of and Dividends on Common Equity and Related Stockholder Matters

The New PubCo Common Shares began trading on the Nasdaq under the symbol “DEVS” on November 7, 2024. As of immediately after the Closing Date, there were approximately 28 registered holders of New PubCo Common Shares.

New PubCo has not paid any cash dividends on its capital stock. Any decision of New PubCo to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among other things, applicable law, New PubCo’s results of operations, cash requirements, financial condition, contractual restrictions and other factors that the Board may deem relevant.

Recent Sales of Unregistered Securities.

Reference is made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale of certain unregistered securities, which is incorporated herein by reference.

Description of New PubCo’s Securities

The description of New PubCo’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of Securities of new PubCo” beginning on page 251 of the Proxy Statement/Prospectus and that information is incorporated herein by reference.

Indemnification of Officers and Directors

New PubCo has entered into indemnification agreements with each of its directors and executive officers, in each case effective as of the Closing Date. Each indemnification agreement provides for indemnification and advancements by New PubCo of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to New PubCo or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. Information about indemnification of the Company’s directors and officers is also set forth in the Proxy Statement/Prospectus in the section titled “Information about FIAC—Limitation on Liability and Indemnification of Officers and Directors” beginning on page 203 thereof, the subsection “Survival and Indemnification” and “Comparison of DGCL and ABCA” in the Proxy Statement/Prospectus in the section titled “The Business Combination Proposal” beginning on page 119 thereof, and the subsection “Comparison of DGCL and ABCA” in the Proxy Statement/Prospectus in the section titled “The SPAC Continuance Proposal” beginning on page 168 thereof, each of which are incorporated herein by reference. The disclosure set forth in Item 1.01 of this Current Report under the section titled “Indemnification Agreements” is also incorporated by reference into this Item 2.01.

The foregoing description of the indemnification agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of which is filed as Exhibit 10.5 to this Current Report on Form 8-K and is incorporated herein by reference.

Financial Statements and Exhibits

The information set forth above under the section entitled “Financial Information” in this Item 2.01 of this Current Report and the information under Item 9.01 of this Current Report is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

The information in Item 1.01 of this Current Report regarding the New Convertible Note and the extension of the maturity of the Devvio and Envviron Convertible Notes is incorporated herein by reference.

Item 3.02.

Unregistered Sales of Equity Securities

The information described in the Introductory Note, Item 1.01 and Item 2.01 of this Current Report regarding the issuance of the New Convertible Notes and the issuance of New Pubco Common Shares pursuant to the PIPE Agreements, the Monroe Agreement and to the Sponsor pursuant to the Letter Agreement and the Strategic Consulting Agreement is incorporated herein by reference. The issuances of New Pubco Common Shares or shares of Class A common stock of FIAC pursuant to the PIPE Agreements, the New Convertible Notes, the Monroe Agreement and to the Sponsor pursuant to the Letter Agreement, as applicable, have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and have been issued or are expected to be issued, as applicable, in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D under the Securities Act.

Item 3.03.

Material Modifications to Rights of Security Holders.

The disclosure set forth under Item 5.03 of this Current Report is incorporated herein by reference.

Item 5.01.

Changes in Control of Registrant.

The disclosure set forth under the Introductory Note and in the section titled “Security Ownership of Certain Beneficial Owners and Management” in Item 2.01 of this Current Report is incorporated herein by reference. Reference is also made to the disclosure in the Proxy Statement/Prospectus in the subsection titled “The Business Combination Agreement” in the section titled “The Business Combination Proposal,” beginning on page 119 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Further reference is made to the information contained in the Introductory Note and Item 2.01 to this Current Report on Form 8-K, which is incorporated herein by reference.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Upon the consummation of the Transactions, and in accordance with the terms of the Business Combination Agreement, each director of FIAC, other than Wray Thorn and Carl Stanton, and each officer of FIAC ceased serving in such capacities and five new directors were appointed to the Board, including Michael Max Bühler, Stephen Kukucha, Jamila Piracci, Ray Quintana and Thomas G. Anderson.

On November 7, 2024, Mr. Quintana and Mr. Anderson resigned from the Board as chairman and director and as director, respectively, and Wray Thorn was appointed chairman of the Board. Mr. Quintana’s and Mr. Anderson’s resignations were not the result of any disagreement with New PubCo on any matter relating to New PubCo’s operations, policies or practices.

The information on the composition of the Board and the new officers of New PubCo, director independence, committees of the Board, compensation of directors and officers, compensation committee interlocks and insider participation, indemnification of directors and certain related party transaction in the sections entitled “Directors and Executive Officers,” “Independence of Board of Director,” “Committees of the Board of Directors,” “Compensation Committee Interlocks and Insider Participation,” “Director Compensation,” “Executive Compensation,” “Indemnification of Officers and Directors” and “Certain Relationships and Related Person Transactions” in Item 2.01 of this Current Report are incorporated herein by reference.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Business Combination Agreement, on the Closing Date, (a) FIAC changed its jurisdiction from the State of Delaware under the Delaware General Corporation Law to the Province of Alberta, Canada, and thereby become a company existing under the Business Corporations Act (Alberta) and changed its name to DevvStream Corp., and (b) DevvStream and Amalco Sub amalgamated to form one corporate entity.

The material terms of each of the Articles of Continuance and New PubCo Bylaws and the general effect upon the rights of holders of New PubCo’s capital stock are discussed in the Proxy Statement/Prospectus in the sections titled “The SPAC Continuance Proposal (Proposal 2) — Comparison of DGCL and ABCA” and “Description of Securities of New PubCo” beginning on pages 168 and 251 thereof, respectively, which are incorporated herein by reference.

Copies of the Articles of Continuance and New PubCo Bylaws are included as Exhibit 3.1 and Exhibit 3.2 to this Current Report, respectively, and are incorporated herein by reference.

Further, in connection with the consummation of the Business Combination, New PubCo changed its fiscal year end to July 31^st. New PubCo expects to file an amendment to this Current Report to include the audited financial statements of the accounting acquirer, or DevvStream, for the year ended July 31, 2024 pursuant to Section 12240.4 of the SEC’s Division of Corporate Finance Financial Reporting Manual, which covers situations involving reverse acquisitions in which the registrant elects to adopt the fiscal year of the accounting acquirer that is a private operating company. As described in Item 2.01 of this Current Report under the section entitled “Financial Information,” New PubCo is currently experiencing delays (ii) in preparing the DevvStream audited financial statements for the year ended July 31, 2024 and (ii) in filing FIAC’s quarterly report on Form 10-Q for the quarter ended September 30, 2024. New PubCo is working diligently to finalize New PubCo’s audited financials for July 31, 2024, FIAC’s quarterly report on Form 10-Q for the quarter ended September 30, 2024, an updated DevvStream “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosure for the year ended July 31, 2024 and the acquired business pro forma financial information required to be filed with this Current Report under Item 9.01. New PubCo expects to file an amendment to this Current 8-K to add the required financial information as soon as practicable.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Transactions, on November 6, 2024, the Board approved and adopted a new Code of Business Conduct applicable to all employees, officers and directors of New PubCo. A copy of the Code of Business Conduct can be found on New PubCo’s website at https://www.devvstream.com. New PubCo intends to disclose future amendments to such code, or any waivers of its requirements, applicable to any principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions or its directors on its website identified above or in a current report on Form 8-K. Information contained on the website is not incorporated by reference herein and should not be considered to be part of this Current Report. The inclusion of New PubCo’s website address in this Current Report is an inactive textual reference only.

Item 7.01.

Regulation FD Disclosure.

On November 6, 2024, New PubCo issued a press release announcing the consummation of the Business Combination. A copy of such press release is furnished as Exhibit 99.1 of this Current Report and incorporated herein by reference.

Item 8.01.

Other Events.

In order to illustrate the pro forma impact of certain transactions that were entered into on October 29, 2024, including the PIPE Agreements, the Monroe Agreement and Equitization, FIAC filed with the SEC on October 29, 2024 an unaudited pro forma condensed combined balance sheet as of June 30, 2024 and an unaudited pro forma combined income statement for the first six fiscal months of 2024 of DevvStream and FIAC (the “Illustrative Pro Forma Income Statement). In connection with the closing of the Business Combination, New PubCo is furnishing as Exhibit 99.2 of this Current Report an amended version of the Illustrative Pro Forma Income Statement that corrects the pro forma number of New PubCo Common Shares and the resulting loss per Share (the “Amended Pro Formas”).

The Amended Pro Formas are presented for illustrative purposes only and are based on certain assumptions and New PubCo’s management’s current best estimates. Therefore, the Amended Pro Formas included in this Current Report are not necessarily indicative of the financial position or results that have been achieved by New PubCo upon closing of the Business Combination. The financial position and results of New PubCo after the consummation of the Business Combination may differ significantly from those indicated in the Amended Pro Formas furnished with this Current Report. You should not rely on the Amended Pro Formas as being indicative of (i) the historical financial position or results that have been achieved in connection with the consummation of the Business Combination, (ii) the financial position or results that would have been achieved had the Business Combination closed as of June 30, 2024, or (iii) the future financial position or results that New PubCo will achieve. FIAC’s or New PubCo’s auditors have not audited, reviewed, compiled or performed any procedures with respect to any of the data included in the Amended Pro Formas furnished with this Current Report and FIAC’s or New PubCo’s auditors do not express an opinion or any form of assurance with respect to the Amended Pro Formas furnished with this Current Report.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The information set forth in Item 2.01 of this Current Report under the section entitled “Financial Information” is incorporated herein by reference and New PubCo will be filing an amendment to this Current Report to supplement this Item 9.01 (a) of this Current Report as soon as practicable.

(b) Pro forma financial information.

(d)

Exhibits

Exhibit Number	Description

2.1†	Business Combination Agreement, dated as of September 12, 2023, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).
2.2	First Amendment to the Business Combination Agreement, dated as of May 1, 2024, by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024).
2.3	Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024, by and among FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K, filed by FIAC on August 12, 2024).
2.4	Waiver to Certain Business Combination Conditions Precedent, dated October 29, 2024, by and between FIAC, Amalco Sub and DevvStream (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
3.1	Certificate of Continuance of the Company.
3.2	By-Laws of the Company.
4.1	Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1, filed by FIAC on June 3, 2021).
4.2	Warrant Agreement, dated November 1, 2021, by and between FIAC and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed by FIAC on November 1, 2021).
4.3	Specimen Common Stock Certificate of DevvStream Corp.
10.1	Strategic Partnership Agreement, dated November 28, 2021, between Devvio, Inc. and DevvESG Streaming, Inc. (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).
10.2	Amendment No. 1 to the Strategic Partnership Agreement, dated November 30, 2021, between Devvio, Inc. and DevvESG Streaming, Inc. (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).
10.3	Amendment No. 2 to the Strategic Partnership Agreement, dated September 12, 2023, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-4, filed by FIAC on December 4, 2023).
10.4+	DevvStream Corp. 2024 Equity Incentive Plan (incorporated by reference to Annex F to the Proxy Statement/Prospectus on Form 424B3, filed by FIAC on August 9, 2024).
10.5	Form of DevvStream Corp. Indemnification Agreement (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024).

10.6	Amendment No. 3 to the Strategic Partnership Agreement, dated July 8, 2024, between Devvio, Inc. and DevvStream, Inc. (f/k/a DevvESG Streaming, Inc.) (incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-4, filed by FIAC on July 10, 2024).
10.7	Sponsor Side Letter, dated as of September 12, 2023, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).
10.8	Amendment No. 1 to the Sponsor Side Letter, dated as of May 1, 2024, by and among FIAC and Focus Impact Sponsor, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on May 2, 2024)
10.9	Amendment No. 2 to Sponsor Letter Agreement, dated October 29, 2024, by and between FIAC and the Sponsor (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.10	Contribution and Exchange Agreement, dated October 29, 2024, by and among FIAC, DevvStream and Crestmont (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.11	Form of PIPE Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.12	Form of Carbon Subscription Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.13	Amended and Restated Registration Rights Agreement, dated November 6, 2024, by and among FIAC, the Sponsor and certain other legacy DevvStream holders.
10.14	Registration Rights Agreement, dated October 29, 2024, by and between FIAC and Karbon-X Corp (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.15	Form of Company Support & Lock-Up Agreement, by and between FIAC, the Sponsor and certain other legacy DevvStream holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K, filed by FIAC on September 13, 2023).
10.16	Purchase Agreement, dated October 29, 2024, by and between FIAC, Helena Global Investment Opportunities I Ltd. and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed by FIAC on October 29, 2024).
10.17+	Employment Agreement, dated November 6, 2024, between DevvStream Corp. and Sunny Trinh.
10.18+	Employment Agreement, dated November 6, 2024, between DevvStream Corp. and Chris Merkel.
10.19+	Employment Agreement, dated November 6, 2024, between DevvStream Corp. and Bryan Went.
10.20	Strategic Consulting Agreement, dated November 13, 2024, by and between DevvStream Corp. and Focus Impact Partners, LLC.
10.21	Form of New Convertible Note.
14.1	Company’s Code of Business Conduct and Ethics.
21.1	List of Subsidiaries of the Company.
99.1	Press release, dated November 6, 2024, announcing the closing of the Business Combination.
99.2	Amended unaudited pro forma income statement of DevvStream Holdings Inc.

+ Indicates management contract or compensatory plan.

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 13, 2024
	DEVVSTREAM CORP.

	By:	/s/ David Goertz
	Name:	David Goertz
	Title:	Chief Financial Officer

Exhibit 3.1

CORPORATE ACCESS NUMBER: 2026610804

BUSINESS CORPORATIONS ACT

CERTIFICATE

CONTINUANCE

DEVVSTREAM CORP. (FORMERLY: FOCUS IMPACT ACQUISITION CORP.)

CONTINUED FROM DELAWARE TO ALBERTA ON 2024/11/06.

Articles of Continuance

Business Corporations Act

Section 188

1.	Name of Corporation
		DevvStream Corp.

2.	The classes of shares, and any maximum number of shares that the corporation is authorized to issue:
		Refer to “Share Structure” attachment.

3.	Restrictions on share transfers (if any):
		There are no “Restrictions on Share Transfers”.

4.	Number, or minimum and maximum number, of directors that the corporation may have:
		The Corporation shall have a minimum of 3 and a maximum of 15 directors.

5.	If the corporation is restricted FROM carrying on a certain business, or restricted TO carrying on a certain business, specify the restriction(s):
		There shall be no restrictions on the business that the Corporation may carry on.

6.	Other rules or provisions (if any):
		Refer to “Other Rules or Provisions” attachment.

7.	If a change of name is effected, indicate previous name:
		Focus Impact Acquisition Corp.

8.	Current Extra-Provincial Registration (if applicable): Alberta Corporate Access Number
		N/A		N/A

9.	Current Jurisdiction Information
		Name of Corporation: Focus Impact Acquisition Corp. Registration Number in Current Jurisdiction: 5219712 Jurisdiction: Delaware Date of Formation in Current Jurisdiction: February 23, 2021

10.	Business Number (If a business number is not provided, CRA will assign as new business number)
		N/A

11.	Date Authorized:	September 13, 2024
Month / Day / Year

12.	Authorized Representative/Authorized Signing Authority for the Corporation
		Name & Title of Person Authorizing (please print)			Address: (including postal code)			Authorized Signature

12.

Authorized Representative/Authorized Signing Authority for the Corporation

Name & Title of Person Authorizing (please print)

Address: (including postal code)

Authorized Signature

Carl Stanton

1345 Avenue of the Americas

33rd Floor

New York, NY 10105

DocuSigned by:
CARL STANTON
8D15AFB895524FB

This information is being collected for the purposes of corporate registry records in accordance with the Business Corporations Act. Questions about the collection of this information can be directed to the Freedom of Information and Protection of Privacy Coordinator for Alberta Registries. Research and Program Support, Box 314. Edmonton.AIberta T5.1 4L4. (780) 427-7013.

SHARE STRUCTURE

Attached to and Forming Part of

the Articles of DevvStream Corp.

The Corporation is authorized to issue an unlimited number of Common Shares and an unlimited number of Preferred Shares, issuable in series.

1. COMMON SHARES

Subject to the rights, privileges, restrictions and conditions which attach to any other class of shares of the Corporation, the Common Shares, as a class, shall have attached thereto the following rights, privileges, restrictions and conditions:

1.1 Voting Rights

Each holder of Common Shares shall be entitled to notice of and to attend (including, if applicable, virtually) any meeting of the shareholders of the Corporation. Holders of Common Shares shall be entitled to vote at any meeting of the shareholders of the Corporation, and at each such meeting, shall be entitled to one vote in respect of each Common Share held, except for a meeting of which only holders of another particular class or series of shares of the Corporation shall have the right to vote.

1.2 Dividends and Distributions

Holders of Common Shares shall be entitled to receive, as and when declared by the Board, dividends or other distributions in cash or otherwise, subject to the rights, privileges, restrictions, and conditions attached to the Preferred Shares of any series or any other class or series of stock having a preference over the Common Shares with respect to the payment of dividends.

1.3 Liquidation, Dissolution or Winding-Up

In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or in the event of any other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of Common Shares shall, subject to the prior rights of the holders of any shares of the Corporation ranking in priority to the Common Shares, be entitled to participate ratably in the remaining property of the Corporation (on a per share basis).

2. PREFERRED SHARES

The rights, privileges, restrictions and conditions attaching to the Preferred Shares, as a class, shall be as follows:

1. Issuance in Series

1.1.

Subject to the filing of Articles of Amendment in accordance with the Business Corporations Act (Alberta) (the "Act*"), the Board of Directors may at any time and from time to time issue the Preferred Shares in one or more series, each series to consist of such number of shares as may. before the issuance thereof. be determined by the Board of Directors.

1.2.

Subject to the filing of Articles of Amendment in accordance with the Act, the Board of Directors may from time to time fix, before issuance, the designation, rights, privileges, restrictions and conditions attaching to each series of Preferred Shares including, without limiting the generality of the foregoing, the amount, if any, specified as being payable preferentially to such series on a Distribution; the extent, if any, of further participation on a Distribution; voting rights, if any; and dividend rights (including whether such dividends be preferential, or cumulative or non-cumulative), if any.

OTHER RULES OR PROVISIONS

Attached to and Forming Part of the Articles of DevvStream Corp.

The directors of the Corporation may appoint one or more directors of the Corporation but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the Corporation. Any directors of the Corporation appointed pursuant to the previous sentence shall hold office for a term expiring not later than the close of the next annual meeting of shareholders

2.	Shareholders meetings may be held anywhere inside or outside of Alberta, (i) entirely in person; or (ii) entirely by electronic means; or (iii) both in person and by electronic means, in all cases as the directors determine by resolution from time to time.

3.	Except as otherwise provided in these Articles or except as provided in the Business Corporations Act (Alberta) or other applicable law, any shares entitled to vote on any matter shall vote together as if they were shares of a single class.

To the extent required by applicable laws, the Corporation and/or its transfer agent may deduct and withhold any tax. To the extent any amounts are so withheld and are timely remitted to the applicable governmental authority, such amounts shall be treated for all purposes herein as having been paid to the person otherwise entitled thereto.

Exhibit 3.2

DEVVSTREAM CORP.

BY-LAW NO. 1

ARTICLE 1

INTERPRETATION

Section 1.1 Definitions.

As used in this by-law, the following terms have the following meanings:

“Act” means the Business Corporations Act (Alberta) and the regulations under the Act, all as amended, re-enacted or replaced from time to time.

“Authorized Signatory” has the meaning specified in Section 2.2.

“Corporation” means DevvStream Corp.

“person” means a natural person, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or governmental or regulatory entity, and pronouns have a similarly extended meaning.

“recorded address” means (i) in the case of a shareholder or other securityholder, the shareholder’s or securityholder’s latest address as shown in the records of the Corporation, (ii) in the case of joint shareholders or other joint securityholders, the address appearing in the records of the Corporation in respect of the joint holding or, if there is more than one address in respect of the joint holding, the first address that appears, and (iii) in the case of a director, officer or auditor, the person’s latest address as shown in the records of the Corporation or, if applicable, the last notice filed with the Director under the Act, whichever is the most recent.

“show of hands” means, in connection with a meeting, a show of hands by persons present at the meeting, the functional equivalent of a show of hands by telephonic or electronic means and any combination of such methods.

Terms used in this by-law that are defined in the Act have the meanings given to such terms in the Act.

Section 1.2 Interpretation.

The division of this by-law into Articles, Sections and other subdivisions and the insertion of headings are for convenient reference only and do not affect its interpretation. Words importing the singular number include the plural and vice versa. Any reference in this by-law to gender includes all genders. In this by-law the words “including”, “includes” and “include” means “including (or includes or include) without limitation”.

Section 1.3 Subject to Act and Articles.

This by-law is subject to, and should be read in conjunction with, the Act and the articles. If there is any conflict or inconsistency between any provision of the Act or the articles and any provision of this by-law, the provision of the Act or the articles will govern.

ARTICLE 2

BUSINESS OF THE CORPORATION

Section 2.1 Financial Year.

The financial year of the Corporation ends on such date of each year as the directors determine from time to time.

Section 2.2 Execution of Instruments and Voting Rights.

Contracts, documents and instruments may be signed on behalf of the Corporation, either manually or by facsimile or by electronic means, (i) by any one director or officer or (ii) by any other person authorized by the directors from time to time (each person referred to in (i) and (ii) is an “Authorized Signatory”). Voting rights for securities held by the Corporation may be exercised on behalf of the Corporation by any one Authorized Signatory. In addition, the directors may, from time to time, authorize any person or persons (i) to sign contracts, documents and instruments generally on behalf of the Corporation or to sign specific contracts, documents or instruments on behalf of the Corporation and (ii) to exercise voting rights for securities held by the Corporation generally or to exercise voting rights for specific securities held by the Corporation. Any Authorized Signatory, or other person authorized to sign any contract, document or instrument on behalf of the Corporation, may affix the corporate seal, if any, to any contract, document or instrument when required.

As used in this Section, the phrase “contracts, documents and instruments” means any and all kinds of contracts, documents and instruments in written or electronic form, including cheques, drafts, orders, guarantees, notes, acceptances and bills of exchange, deeds, mortgages, hypothecs, charges, conveyances, transfers, assignments, powers of attorney, agreements, proxies, releases, receipts, discharges and certificates and all other paper writings or electronic writings.

Section 2.3 Banking Arrangements.

The banking and borrowing business of the Corporation or any part of it may be transacted with such banks, trust companies or other firms or corporations as the directors determine from time to time. All such banking and borrowing business or any part of it may be transacted on the Corporation’s behalf under the agreements, instructions and delegations, and by the one or more officers and other persons, that the directors authorize from time to time. This paragraph does not limit in any way the authority granted under Section 2.2.

ARTICLE 3

DIRECTORS

Section 3.1 Place of Meetings.

Any or all meetings of directors may be held at any place in or outside Canada.

Section 3.2 Calling of Meetings.

A chair of the board, the chief executive officer, the president or any one or more directors may call a meeting of the directors at any time. Meetings of directors will be held at the time and place as the person(s) calling the meeting determine.

Section 3.3 Regular Meetings.

The directors may establish regular meetings of directors. Any resolution establishing such meetings will specify the dates, times and places of the regular meetings and will be sent to each director.

Section 3.4 Notice of Meeting.

Subject to this section, notice of the time and place of each meeting of directors will be given to each director not less than 24 hours before the time of the meeting. No notice of meeting is required for any regularly scheduled meeting except where the Act requires the notice to specify the purpose of, or the business to be transacted at, the meeting. Provided a quorum of directors is present, a meeting of directors may be held, without notice, immediately following the annual meeting of shareholders.

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 3.5 Waiver of Notice.

A director may waive notice of a meeting of directors, any irregularity in a notice of meeting of directors or any irregularity in a meeting of directors. Such waiver may be given in any manner and may be given at any time either before or after the meeting to which the waiver relates. Waiver of any notice of a meeting of directors cures any irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 3.6 Quorum.

A majority of the number of directors in office or such greater or lesser number as the directors may determine from time to time, constitutes a quorum at any meeting of the directors. Where the Corporation has fewer than

three directors, all directors must be present at any meeting of directors to constitute a quorum. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

Section 3.7 Meeting by Telephonic, Electronic or Other Communication Facility.

If all the directors of the Corporation present at or participating in a meeting of directors consent, a director may participate in such meeting by means of a telephonic, electronic or other communication facility. A director participating in a meeting by such means is deemed to be present at the meeting. Any consent is effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the directors.

Section 3.8 Chair.

The chair of any meeting of directors is the first mentioned of the following officers that is a director and is present at the meeting:

(a)

the co-chairs of the board or any one of them;

(b)

the lead director, if any; or

(c)

the chief executive officer.

If no such person is present at the meeting, the directors present shall choose one of their number to chair the meeting.

Section 3.9 Secretary.

The corporate secretary, if any, will act as secretary at meetings of directors. If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a director, to act as secretary of the meeting.

Section 3.10 Votes to Govern.

At all meetings of directors, every question shall be decided by a majority of the votes cast. In case of an equality of votes, the chair of the meeting is not entitled to a second or casting vote.

Section 3.11 Remuneration and Expenses.

The directors may determine from time to time the remuneration, if any, to be paid to a director for his or her services as a director. The directors are also entitled to be reimbursed for travelling and other out-of-pocket expenses properly incurred by them in attending directors meetings, committee meetings and shareholders meetings and in the performance of other duties of directors of the Corporation. The directors may also award additional remuneration to any director undertaking special services on the Corporation’s behalf beyond the services ordinarily required of a director by the Corporation.

A director may be employed by or provide services to the Corporation otherwise than as a director. Such a director may receive remuneration for such employment or services in addition to any remuneration paid to the director for his or her services as a director.

ARTICLE 4

COMMITTEES

Section 4.1 Committees of Directors.

The directors may appoint from their number one or more committees and delegate to such committees any of the powers of the directors except those powers that, under the Act, a committee of directors has no authority to exercise.

Section 4.2 Proceedings.

Meetings of committees of directors may be held at any place in or outside Canada. At all meetings of committees, every question shall be decided by a majority of the votes cast on the question. Unless otherwise determined by the directors, each committee of directors may make, amend or repeal rules and procedures to regulate its meetings including: (i) fixing its quorum, provided that quorum may not be less than a majority of its members; (ii) procedures for calling meetings; (iii) requirements for providing notice of meetings; (iv) selecting a chair for a meeting; and (v) determining whether the chair will have a deciding vote in the event there is an equality of votes cast on a question.

Subject to a committee of directors establishing rules and procedures to regulate its meetings, Section 3.1 to Section 3.11 inclusive apply to committees of directors, with such changes as are necessary.

ARTICLE 5

OFFICERS

Section 5.1 Appointment of Officers.

The directors may appoint such officers of the Corporation as they deem appropriate from time to time. The officers may include any of a chair or co-chairs of the board, a chief executive officer, a president, one or more vice-presidents, a chief financial officer, a chief investment officer, a chief corporate officer, a general counsel, a corporate secretary and a treasurer and one or more assistants to any of the appointed officers. No person may be the chair or co-chair of the board unless that person is a director.

Section 5.2 Powers and Duties.

Unless the directors determine otherwise, an officer has all powers and authority that are incident to his or her office. An officer will have such other powers, authority, functions and duties that are prescribed or delegated, from time to time, by the directors, or by other officers if authorized to do so by the directors. The directors or authorized officers may, from time to time, vary, add to or limit the powers and duties of any officer.

Section 5.3 Chair(s) of the Board.

If appointed, the chair or co-chairs of the board will preside at directors meetings and shareholders meetings in accordance with Section 3.8 and Section 7.9, respectively. The chair or co-chairs of the board will have such other powers and duties as the directors determine.

Section 5.4 Chief Executive Officer.

If appointed, the chief executive officer of the Corporation will have general powers and duties of supervision of the business and affairs of the Corporation. The chief executive officer will have such other powers and duties as the directors determine. Subject to Section 3.9 and Section 7.9, during the absence or disability of the corporate secretary or the treasurer, or if no corporate secretary or treasurer has been appointed, the chief executive officer will also have the powers and duties of the office of corporate secretary and treasurer, as the case may be.

Section 5.5 President.

If appointed, the president of the Corporation will have general powers and duties of supervision of the business and affairs of the Corporation. The president will have such other powers and duties as the directors determine.

Section 5.6 Corporate Secretary.

If appointed, the corporate secretary will have the following powers and duties: (i) the corporate secretary will give or cause to be given, as and when instructed, notices required to be given to shareholders, directors, officers, auditors and members of committees of directors; (ii) the corporate secretary may attend at and be the secretary of meetings of directors, shareholders, and committees of directors and will have the minutes of all proceedings at such meetings entered in the books and records kept for that purpose; and (iii) the corporate secretary will be the custodian of any corporate seal of the Corporation and the books, papers, records, documents, and instruments belonging to the Corporation, except when another officer or agent has been appointed for that purpose. The corporate secretary will have such other powers and duties as the directors or the chief executive officer of the Corporation determine.

Section 5.7 Treasurer.

If appointed, the treasurer of the Corporation will have the following powers and duties: (i) the treasurer will ensure that the Corporation prepares and maintains adequate accounting records in compliance with the Act; (ii) the treasurer will also be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; and (iii) at the request of the directors, the treasurer will render an account of the Corporation’s financial transactions and of the financial position of the Corporation. The treasurer will have such other powers and duties as the directors or the chief executive officer of the Corporation determine.

Section 5.8 Removal of Officers.

The directors may remove an officer from office at any time, with or without cause. Such removal is without prejudice to the officer’s rights under any employment contract with the Corporation.

ARTICLE 6

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Section 6.1 Limitation of Liability.

Subject to the Act and other applicable law, no director or officer is liable for: (i) the acts, omissions, receipts, failures, neglects or defaults of any other director, officer or employee; (ii) joining in any receipt or other act for conformity; (iii) any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation; (iv) the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested; (v) any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited; or (vi) any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation to his office.

Section 6.2 Indemnity.

The Corporation will indemnify to the fullest extent permitted by the Act (i) any director or officer of the Corporation, (ii) any former director or officer of the Corporation, (iii) any individual who acts or acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity, and (iv) their respective heirs and legal representatives. The Corporation is authorized to execute agreements in favour of any of the foregoing persons evidencing the terms of the indemnity. Nothing in this by-law limits the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

Section 6.3 Insurance.

The Corporation may purchase and maintain insurance for the benefit of any person referred to in Section 6.2 against such liabilities and in such amounts as the directors may determine and as are permitted by the Act.

ARTICLE 7

SHAREHOLDERS

Section 7.1 Calling Annual and Special Meetings.

The board of directors (by way of a resolution passed at a meeting where there is a quorum of directors or by way of written resolution signed by all directors) have the power to call annual meetings of shareholders and special meetings of shareholders. A chair of the board or the chief executive officer may also call meetings of shareholders provided that the business to be transacted at such meeting has been approved by the board. Annual meetings of shareholders and special meetings of shareholders will be held on the date and at the time and place in or outside Alberta as the person(s) calling the meeting determine.

Section 7.2 Electronic Meetings.

Meetings of shareholders may be held by telephonic or electronic means. A shareholder who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of the Act to be present at the meeting. The directors may establish procedures regarding the holding of meetings of shareholders by such means.

Section 7.3 Notice of Meetings.

The time period to provide notice of the time and place of a meeting of shareholders is not less than twenty-one (21) days and not more than fifty (50) days before the meeting.

The accidental omission to give notice of any meeting of shareholders to, or the non-receipt of any notice by, any person, or any error in any notice not affecting the substance of the notice, does not invalidate any resolution passed or any action taken at the meeting.

Section 7.4 Waiver of Notice.

A shareholder, a proxyholder, a director or the auditor and any other person entitled to attend a meeting of shareholders may waive notice of a meeting of shareholders, any irregularity in a notice of meeting of shareholders or any irregularity in a meeting of shareholders. Such waiver may be waived in any manner and may be given at any time either before or after the meeting to which the waiver relates. Waiver of any notice of a meeting of shareholders cures any irregularity in the notice, any default in the giving of the notice and any default in the timeliness of the notice.

Section 7.5 Representatives.

A representative of a shareholder that is a body corporate or an association will be recognized if (i) a certified copy of the resolution of the directors or governing body of the body corporate or association, or a certified copy of an extract from the by-laws of the body corporate or association, authorizing the representative to represent the body corporate or association is deposited with the Corporation, or (ii) the authorization of the representative is established in another manner that is satisfactory to the corporate secretary or the chair of the meeting.

Section 7.6 Persons Entitled to be Present.

The only persons entitled to be present at a meeting of shareholders are those persons entitled to vote at the meeting, the directors, the officers, the auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or by-laws to be present at the meeting. Any other person may be admitted with the consent of the chair of the meeting or the persons present who are entitled to vote at the meeting.

Section 7.7 Quorum.

A quorum of shareholders is present at a meeting of shareholders if the holders of not less than 33¹∕3% of the votes entitled to be cast at the meeting are present in person or represented by proxy, irrespective of the number of persons actually present at the meeting.

Section 7.8 Proxies.

A proxy shall comply with the applicable requirements of the Act and other applicable law and will be in such form as the directors may approve from time to time or such other form as may be acceptable to the chair of the meeting at which the instrument of proxy is to be used. A proxy will be acted on only if it is deposited with the Corporation or its agent prior to the time specified in the notice calling the meeting at which the proxy is to be used or it is deposited with the corporate secretary, a scrutineer or the chair of the meeting or any adjournment of the meeting prior to the time of voting.

Section 7.9 Chair, Secretary and Scrutineers.

The chair of any meeting of shareholders is the first mentioned of the following officers that is present at the meeting:

(a)

the co-chairs of the board or any one of them;

(b)

the chief executive officer; or

(c)

the lead director, if any.

If no such person is present at the meeting, the persons present who are entitled to vote shall choose a director who is present, or a shareholder who is present, to chair the meeting.

The corporate secretary, if any, will act as secretary at meetings of shareholders. If a corporate secretary has not been appointed or the corporate secretary is absent, the chair of the meeting will appoint a person, who need not be a shareholder, to act as secretary of the meeting.

If desired, the chair of the meeting may appoint one or more persons, who need not be shareholders, to act as scrutineers at any meeting of shareholders. The scrutineers will assist in determining the number of shares held by persons entitled to vote who are present at the meeting and the existence of a quorum. The scrutineers will also receive, count and tabulate ballots and assist in determining the result of a vote by ballot, and do such acts as are necessary to conduct the vote in an equitable manner. The decision of a majority of the scrutineers shall be conclusive and binding upon the meeting and a declaration or certificate of the scrutineers shall be conclusive evidence of the facts declared or stated in it.

Section 7.10 Procedure.

The chair of a meeting of shareholders will conduct the meeting and determine the procedure to be followed at the meeting. The chair’s decision on all matters or things, including any questions regarding the validity or invalidity of a form of proxy or other instrument appointing a proxy, is conclusive and binding upon the meeting of shareholders.

Section 7.11 Manner of Voting.

Subject to the Act and other applicable law, any question at a meeting of shareholders shall be decided by a show of hands, unless a ballot on the question is required or demanded. Subject to the Act and other applicable law, the chair of the meeting may require a ballot or any person who is present and entitled to vote may demand a ballot on any question at a meeting of shareholders. The requirement or demand for a ballot may be made either before or after any vote on the question by a show of hands. A ballot will be taken in the manner the chair of the meeting directs. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of such ballot shall be the decision of the shareholders upon the question.

In the case of a vote by a show of hands, each person present who is entitled to vote has one vote. If a ballot is taken, each person present who is entitled to vote is entitled to the number of votes that are attached to the shares which such person is entitled to vote at the meeting.

Section 7.12 Votes to Govern.

Any question at a meeting of shareholders shall be decided by a majority of the votes cast on the question unless the articles, the by-laws, the Act or other applicable law requires otherwise. In case of an equality of votes either when the vote is by a show of hands or when the vote is by a ballot, the chair of the meeting is not entitled to a second or casting vote.

Section 7.13 Adjournment.

The chair of any meeting of shareholders may, with the consent of the persons present who are entitled to vote at the meeting, adjourn the meeting from time to time and place to place, subject to such conditions as such persons may decide. Any adjourned meeting is duly constituted if held in accordance with the terms of the adjournment and a quorum is present at the adjourned meeting. Any business may be considered and transacted at any adjourned meeting which might have been considered and transacted at the original meeting of shareholders.

ARTICLE 8

ADVANCE NOTICE

Section 8.1 Nomination of Directors.

Subject only to the Act, for so long as the Corporation is a distributing corporation, only persons who are nominated in accordance with the procedures set out in this Section 8.1 shall be eligible for election as directors to the board of the Corporation. Nominations of persons for election to the board may be made for any annual meeting of shareholders, or for any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

(a)

by or at the direction of the board, including pursuant to a notice of meeting;

(b)

by or at the direction or request of one or more shareholders pursuant to a requisition of shareholders made in accordance with the provisions of the Act; or

(c)

by any person (a “Nominating Shareholder”):

(i)

who, at the close of business on the date of the giving of the notice provided for in Section 8.3 below and on the record date for notice of such meeting, is entered in the Corporation’s securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and

(ii)

who complies with the notice procedures set forth in this Article 8.

Section 8.2 Timely Notice.

In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, such person must have given timely notice thereof (in accordance with Section 8.3 below) in proper written form to the board (in accordance with Section 8.4 below).

Section 8.3 Manner of Timely Notice.

To be timely, a Nominating Shareholder’s notice to the board must be made:

(a)

in the case of an annual meeting of shareholders, not less than 30 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) that is the earlier of the date that a notice of meeting is filed for such meeting and the date on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the 10^th day following the Notice Date; and

(b)

in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors of the Corporation (whether or not called for such purposes), not later than the close of business on the 15^th day following the day that is the earlier of the date that a notice of meeting is filed for such meeting and the date on which the first public announcement of the date of the special meeting of shareholders was made.

Section 8.4 Proper Form of Notice.

To be in proper written form, a Nominating Shareholder’s notice to the board must set forth:

(a)

as to each person whom the Nominating Shareholder proposes to nominate for election as a director (a “Proposed Nominee”):

(i)

the name, age, business address and residential address of the person;

(ii)

the principal occupation or employment of the person for the past five years;

(iii)

the status of the person as a “resident Canadian” (as such term is defined in the Act);

(iv)

the class or series and number of shares which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice;

(v)

full particulars regarding any contract, agreement, arrangement, understanding or relationship (collectively, “Arrangements”), including, without limitation, financial, compensation and indemnity related Arrangements, between the Proposed Nominee or any associate or affiliate of the Proposed Nominee and any Nominating Shareholder or any of its Representatives; and

(vi)

any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and

(b)

as to the Nominating Shareholder giving the notice:

(i)

the name, age, business address and, if applicable, residential address of such Nominating Shareholder;

(ii)

full particulars of any proxy, contract, relationship, arrangement, agreement or understanding pursuant to which such Nominating Shareholder has a right to vote any shares; and

(iii)

any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to Applicable Securities Laws.

The Corporation may require any Proposed Nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such Proposed Nominee to serve as an independent director or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such Proposed Nominee.

All information to be provided in a timely notice pursuant to Section 8.3 above shall be provided as of the record date for determining shareholders entitled to vote at the meeting (if such date shall then have been publicly announced) and as of the date of such notice. The Nominating Shareholder shall update such information forthwith if there are any material changes in the information previously disclosed.

Section 8.5 Determination of Eligibility.

Subject to Section 8.6, no person shall be eligible for election as a director of the Corporation unless such person has been nominated in accordance with the provisions of this Article 8; provided, however, that nothing in this Article 8 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which such shareholder would have been entitled to submit a proposal pursuant to the Act. The chairperson of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

Section 8.6 Waiver.

Notwithstanding the foregoing, the board may, in its sole discretion, waive any requirement in this Article 8.

Section 8.7 Terms.

For the purposes of this Section:

“Applicable Securities Laws” means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada;

“public announcement” means disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

“Representatives” of a person means the affiliates and associates of such person, all persons acting jointly or in concert with any of the foregoing, and the affiliates and associates of any of such persons acting jointly or in concert, and “Representative” means anyone of them.

ARTICLE 9

SECURITIES

Section 9.1 Form of Security Certificates.

Subject to the Act, security certificates, if required, will be in the form that the directors approve from time to time or that the Corporation adopts.

Section 9.2 Transfer of Shares.

No transfer of a security issued by the Corporation will be registered except upon (i) presentation of the security certificate representing the security with an endorsement which complies with the Act, together with such reasonable assurance that the endorsement is genuine and effective as the directors may require, (ii) payment of all applicable taxes and fees and (iii) compliance with the articles of the Corporation. If no security certificate has been issued by the Corporation in respect of a security issued by the Corporation, clause (i) above may be satisfied by presentation of a duly executed security transfer power, together with such reasonable assurance that the security transfer power is genuine and effective as the directors may require.

Section 9.3 Transfer Agents and Registrars.

The Corporation may from time to time appoint one or more agents to maintain, for each class or series of securities issued by it in registered or other form, a central securities register and one or more branch securities registers. Such an agent may be designated as transfer agent or registrar according to their functions and one person may be designated both registrar and transfer agent. The Corporation may at any time terminate such appointment.

ARTICLE 10

PAYMENTS

Section 10.1 Payments of Dividends and Other Distributions.

Any dividend or other distribution payable in cash to shareholders will be paid by cheque or by electronic means or by such other method as the directors may determine. The payment will be made to or to the order of each registered holder of shares in respect of which the payment is to be made. Cheques will be sent to the registered holder’s recorded address, unless the holder otherwise directs. In the case of joint holders, the payment will be made to the order of all such joint holders and, if applicable, sent to them at their recorded address, unless such joint holders otherwise direct. The sending of the cheque or the sending of the payment by electronic means or the sending of the payment by a method determined by the directors in an amount equal to the dividend or other distribution to be paid less any tax that the Corporation is required to withhold will satisfy and discharge the liability for the payment, unless payment is not made upon presentation, if applicable.

Section 10.2 Non-Receipt of Payment.

In the event of non-receipt of any payment made as contemplated by Section 10.1 by the person to whom it is sent, the Corporation may issue re-payment to such person for a like amount. The directors may determine, whether generally or in any particular case, the terms on which any re-payment may be made, including terms as to indemnity, reimbursement of expenses, and evidence of non-receipt and of title.

Section 10.3 Unclaimed Dividends.

To the extent permitted by law, any dividend or other distribution that remains unclaimed after a period of two years from the date on which the dividend has been declared to be payable is forfeited and will revert to the Corporation.

ARTICLE 11

FORUM SELECTION AND CORPORATE OPPORTUNITIES

Section 11.1 Forum of Adjudication of Certain Disputes.

Unless the Corporation consents in writing to the selection of an alternative forum, the Courts of the Province of Alberta, Canada and the appellate Courts therefrom, shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action or proceeding asserting breach of fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation; (iii) any action or proceeding asserting a claim arising pursuant to any provision of the Act, or the Corporation’s articles or by-laws (as the same may be amended from time to time); or (iv) any action or proceeding asserting a claim otherwise related to the Corporation’s “affairs” (as such term is defined in the Act). If any action or proceeding the subject matter of which is within the scope of the preceding sentence is filed in a Court other than a Court located within the Province of Alberta (a “Foreign Action”) in the name of any securityholder, such securityholder shall be deemed to have consented to: (i) the personal jurisdiction of the provincial and federal Courts located within the Province of Alberta in connection with any action or proceeding brought in any such Court to enforce the preceding sentence; and (ii) having service of process made upon such securityholder in any such action or proceeding by service upon such securityholder’s counsel in the Foreign Action as agent for such securityholder.

Section 11.2 Corporate Opportunities.

(1)

The Corporation renounces, to the maximum extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of, any director or officer of the Corporation (or any of its subsidiaries) who is also a director or officer of another company or corporation (or of any subsidiaries thereof) (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director or officer of the Corporation or a subsidiary thereof.

(2)

The Corporation may enter into agreements with other parties regarding the allocation of corporate opportunities. To the maximum extent permissible under applicable law, no director or officer shall have any liability for complying or attempting to comply in good faith with the provisions thereof (which may involve, among other things, not bringing potential transactions to the attention of the Corporation).

ARTICLE 12

MISCELLANEOUS

Section 12.1 Notices.

Any notice, communication or document required to be given, delivered or sent by the Corporation to any director, officer, shareholder or auditor is sufficiently given, delivered or sent if delivered personally, or if delivered to the person’s recorded address, or if mailed to the person at the person’s recorded address by prepaid mail, or if otherwise communicated by electronic means permitted by the Act. The directors may establish procedures to give, deliver or send a notice, communication or document to any director, officer, shareholder or auditor by any means of communication permitted by the Act or other applicable law. In addition, any notice, communication or document may be delivered by the Corporation in the form of an electronic document.

Section 12.2 Notice to Joint Holders.

If two or more persons are registered as joint holders of any security, any notice may be addressed to all such joint holders but notice addressed to one of them constitutes sufficient notice to all of them.

Section 12.3 Computation of Time.

In computing the date when notice must be given when a specified number of days’ notice of any meeting or other event is required, the date of giving the notice is excluded and the date of the meeting or other event is included.

Section 12.4 Persons Entitled by Death or Operation of Law.

Every person who, by operation of law, transfer, death of a securityholder or any other means whatsoever, becomes entitled to any security, is bound by every notice in respect of such security which has been given to the securityholder from whom the person derives title to such security. Such notices may have been given before or after the happening of the event upon which they became entitled to the security.

ARTICLE 13

EFFECTIVE DATE

Section 13.1 Effective Date.

This by-law comes into force when made by the directors in accordance with the Act.

Section 13.2 Repeal.

All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under any such by-law prior to its repeal.

This by-law was made by resolution of the directors in connection with the continuance of the Corporation into Alberta on November 6, 2024.

	/s/ Carl Stanton
	Authorized Signatory

This by-law was confirmed by ordinary resolution of the shareholders in connection with the continuance of the Corporation into Alberta on November 6, 2024.

	/s/ Carl Stanton
	Authorized Signatory

[Signature Page to By-law No. 1-Devvstream Corp.]

Exhibit 4.3

NUMBER SHARES	CERTIFICATE NUMBER
	SEE REVERSE FOR
	CERTAIN DEFINITIONS
	CUSIP [●]

SPECIMEN COMMON SHARE CERTIFICATE

DEVVSTREAM CORP.

INCORPORATED UNDER THE BUSINESS CORPORATIONS ACT (ALBERTA)

This Certifies that ___________________________is the registered holder of _______________

FULLY PAID AND NON-ASSESSABLE COMMON SHARES OF DEVVSTREAM CORP. (THE “COMPANY”) transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and registered by the Registrar.

In witness whereof the Company has caused this certificate to be signed by the facsimile signatures of its duly authorized officers.

Dated:

Chief Executive Officer		Chief Financial Officer

Transfer Agent

	Alberta

Devvstream Corp.

The Class of shares represented by this certificate has rights, privileges, restrictions or conditions attached to it. The Company will furnish without charge to each shareholder who so requests a full copy of the text of the rights, privileges, restrictions and conditions attached to each class authorized to be issued and to each series insofar as they have been fixed by the directors, and the authority of the directors to fix the rights, privileges, restrictions and conditions of subsequent series.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	-	as tenants in common	UNIF GIFT MIN ACT	Custodian

				(Cust)	(Minor)
TEN ENT	-	as tenants by the entireties

JT TEN	-	as joint tenants with right of survivorship and not as tenants in common
				(State)

Additional abbreviations may also be used though not in the above list.

For value received, ________________________ hereby sells, assigns and transfers unto

(PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER(S) OF ASSIGNEE(S))

(PLEASE PRINT OR TYPEWRITE NAME(S) AND ADDRESS(ES), INCLUDING POSTAL CODE, OF ASSIGNEE(S))

Shares represented by the within Certificate, and does hereby irrevocably constitute and appoint

attorney to transfer the said shares on the books of the within named Company with full power of substitution in the premises.

Dated

			Shareholder

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed: By

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS) WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE).

Exhibit 10.13

EXECUTION VERSION

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of November 6, 2024 (this “Agreement”), is made and entered into by and among DevvStream Corp. (formerly known as Focus Impact Acquisition Corp.), a company existing under the laws of the Province of Alberta (the “Company”), Focus Impact Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Legacy Devvstream Holders on the signature page hereto (each a “Legacy Devvstream Holder” and, collectively, the “Legacy Devvstream Holders” and, together with Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6(e) of this Agreement, each a “Holder” and collectively the “Holders”).

RECITALS

WHEREAS, the Company, Focus Impact Amalco Sub Inc., a company existing under the Laws of the Province of British Columbia and a wholly-owned subsidiary of the Company (“Amalco Sub”), and DevvStream Holdings Inc., a company existing under the laws of the Province of British Columbia (“Legacy Devvstream”), are party to that certain Business Combination Agreement, dated as of September 12, 2023, as amended by Amendment No. 1 to Business Combination Agreement, dated as of May 1, 2024, and as further amended by Amendment No. 2 to Business Combination Agreement, dated as of August 10, 2024 (as amended, the “Business Combination Agreement”), pursuant to which, on the date hereof, Legacy Devvstream and the Company combined (as further described in the Business Combination Agreement, the “Business Combination”) by way of an arrangement on the terms and subject to the conditions set forth in a plan of arrangement under Section 288 of the Business Corporations Act (British Columbia), pursuant to which, among other things, Amalco Sub and Legacy Devvstream amalgamated to form one corporate entity;

WHEREAS, pursuant to the Business Combination Agreement and in connection with the consummation of the Business Combination, the Legacy Devvstream Holders received shares of Common Stock (as defined herein) (the “Business Combination Shares”);

WHEREAS, immediately following the consummation of the Business Combination, the Sponsor held an aggregate of 5,015,610 shares of Common Stock (as defined herein) (the “Sponsor Shares”) and 11,200,000 private placement warrants to purchase shares of Common Stock at an exercise price of $11.50 per share (the “Sponsor Warrants”);

WHEREAS, the Company and the Sponsor are parties to that certain Registration and Stockholder Rights Agreement, dated as of November 1, 2021 (the “Prior Agreement”);

WHEREAS, pursuant to Section 6.8 of the Prior Agreement, the provisions, covenants and conditions set forth in the Prior Agreement may be amended or modified upon the written consent of the Company and the holders of at least a majority in interest of the registrable securities under the Prior Agreement at the time in question and the Sponsor is the holder of at least a majority in interest of such registrable securities as of the date hereof; and

WHEREAS, in connection with the consummation of the Business Combination, the parties to the Prior Agreement desire to amend and restate the Prior Agreement in its entirety as set forth herein, and the parties hereto desire to enter into this Agreement pursuant to which the Company shall grant the Holders certain registration rights with respect to the Registrable Securities (as defined below) on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual premises and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

IT IS AGREED as follows:

1. DEFINITIONS

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

“Affiliate” of any specified Person shall mean any other Person directly or indirectly controlling or controlled by, or under common control with, such specified Person. The term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” shall have the meaning set forth in the Preamble hereof.

“Amalco Sub” shall have the meaning set forth in the Preamble hereof.

“Blackout Period” shall have the meaning set forth in Section 2(e)(ii).

“Block Trade” shall mean an offering and/or sale of Registrable Securities by any Holder on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction and without a lock-up agreement of more than forty-five (45) days to which the Company is a party (including, for the avoidance of doubt, any lock-up or clear market covenant contained in the underwriting agreement for such transaction).

“Board” shall mean the Board of Directors of the Company.

“Business Combination” shall have the meaning set forth in the Recitals hereof.

“Business Combination Agreement” shall have the meaning set forth in the Recitals hereof.

“Business Combination Shares” shall have the meaning set forth in the Recitals hereof.

“Business Day” shall mean any day except Saturday, Sunday or any days on which banks are generally not open for business in New York, New York and the Provinces of Ontario and Alberta, Canada.

“Commission” shall mean the Securities and Exchange Commission.

“Common Stock” shall mean the Company’s common shares, par value $0.0001 per share.

“Company” shall have the meaning set forth in the Preamble hereof.

“Demanding Holder” shall have the meaning set forth in Section 2(a)(iv).

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended (or any corresponding provision of succeeding law) and the rules and regulations thereunder.

“FINRA” shall mean the Financial Industry Regulatory Authority.

“Holder” shall have the meaning set forth in the Preamble hereof.

“In-Kind Distribution” shall have the meaning set forth in Section 6(e).

“Legacy Devvstream” shall have the meaning set forth in the Recitals hereof.

“Legacy Devvstream Holders” shall have the meaning set forth in the Preamble hereof.

“Legal Dispute” shall have the meaning set forth in Section 6(j).

“Liabilities” shall have the meaning set forth in Section 4(a)(i).

“Maximum Threshold” shall have the meaning set forth in Section 2(a)(v).

“Minimum Takedown Threshold” shall have the meaning set forth in Section 2(a)(iv).

“Misstatement” means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“New Registration Statement” shall have the meaning set forth in Section 2(a)(i).

“Non-Holder Securities” shall have the meaning set forth in Section 2(a)(v).

“Other Coordinated Offering” shall have the meaning set forth in Section 2(c)(i).

“Person” shall mean any individual, partnership, joint venture, corporation, trust, limited liability company, unincorporated organization or other entity or any governmental entity.

“Piggyback Registration” shall have the meaning set forth in Section 2(b)(i).

“Prior Agreement” shall have the meaning set forth in the Recitals hereof.

“Prospectus” means the prospectus or prospectuses included in any Registration Statement (including without limitation, any prospectus subject to completion and a prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act and any term sheet filed pursuant to Rule 434 under the Securities Act), as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference or deemed to be incorporated by reference in such prospectus or prospectuses.

“Registrable Securities” shall mean (a) the Sponsor Shares, (b) the Sponsor Warrants (including any shares of Common Stock issued or issuable upon the exercise of the Sponsor Warrants), (c) any outstanding shares of Common Stock or Warrants held by a Holder immediately following the consummation of the Business Combination (including the Common Stock constituting a portion of the Business Combination Shares), (d) any shares of Common Stock that may be acquired by Holders upon the exercise of a Warrant or other right to acquire Common Stock held by a Holder as of the date of this Agreement, (e) any shares of Common Stock or Warrants otherwise acquired or owned by a Holder following the date hereof to the extent that such securities are “restricted securities” (as defined in Rule 144) or are otherwise held by an “affiliate” (as defined in Rule 144) of the Company, and (f) any other equity security of the Company or any of its subsidiaries issued or issuable with respect to any securities referenced in clauses (a) through (e) above by way of a stock dividend or stock split or in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that such Registrable Securities shall cease to be Registrable Securities with respect to any Holder upon the earliest to occur of (x) when such Registrable Securities shall have been sold, transferred, disposed of or exchanged by such Holder in a transaction effected in accordance with, or exempt from, the registration requirements of the Securities Act, and (y) the date on which such securities shall have ceased to be outstanding.

“Registration” shall mean a registration, including any related Underwritten Shelf Takedown, effected by preparing and filing a Registration Statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Statement” means any registration statement of the Company filed with the Commission under the Securities Act which covers any Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus, amendments and supplements to such Registration Statement, including post-effective amendments, all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such Registration Statement.

“Sale Expenses” shall mean (a) the fees and disbursements of counsel and independent public accountants for the Company incurred in connection with the Company’s performance of or compliance with this Agreement, including the expenses of any special audits or “comfort” letters required by or incident to such performance and compliance, and any premiums and other costs of policies of insurance obtained by the Company against Liabilities arising out of the sale of any securities, (b) all registration, filing and stock exchange fees, all fees and expenses of complying with securities or “blue sky” laws (including any legal investment memoranda related thereto), all fees and expenses of custodians, transfer agents and registrars, all printing and producing expenses, messenger and delivery expenses, (c) expenses relating to any analyst or Holder presentations or any “road shows” undertaken in connection with the marketing or selling of Registrable Securities, (d) fees and expenses in connection with any review by FINRA of the underwriting arrangements or other terms of the offering, and all fees and expenses of any “qualified independent underwriter,” (e) costs of any selling agreements and other documents in connection with the offering, sale or delivery of Registrable Securities, (f) the reasonable fees and disbursements of one legal counsel for all Holders participating in any Underwritten Offering, (g) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities and (h) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties); provided, however, that “Sale Expenses” shall not include any out-of-pocket expenses of any Holder (other than as set forth in clauses (b) and (f) above), transfer taxes, underwriting or brokerage commissions or discounts associated with effecting any sales of Registrable Securities that may be offered, which expenses shall be borne by such Holder.

“SEC Guidance” shall have the meaning set forth in Section 2(a)(i).

“Securities Act” Securities Act of 1933, as amended.

“Shelf Registration Statement” shall have the meaning set forth in Section 2(a)(i).

“Shelf Takedown Limit” shall have the meaning set forth in Section 2(a)(iv).

“Sponsor” shall have the meaning set forth in the Preamble hereof.

“Sponsor Shares” shall have the meaning set forth in the Recitals hereof.

“Sponsor Warrants” shall have the meaning set forth in the Recitals hereof.

“Subsequent Shelf Registration” shall have the meaning set forth in Section 2(a)(ii).

“Suspension Period” shall have the meaning set forth in Section 2(e)(i).

“Underwritten Offering” shall mean a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

“Underwritten Shelf Takedown” shall have the meaning set forth in Section 2(a)(iv).

“Warrants” shall mean warrants of the Company that entitle the holder to Common Stock (including, for the avoidance of doubt, the Sponsor Warrants).

“Withdrawal Notice” shall have the meaning set forth in Section 2(a)(vi).

2. REGISTERED OFFERINGS

(a) Registration Rights.

(i) Shelf Registration. Subject to Section 3(c), the Company agrees to file within sixty (60) days after the date of this Agreement, a shelf Registration Statement on Form S-1, or such other form under the Securities Act then available to the Company, providing for the resale of all Registrable Securities (determined as of two (2) business days prior to such filing) pursuant to Rule 415, from time to time (a “Shelf Registration Statement”). The Company shall use commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) to the Holders of any and all Registrable Securities. Following the filing of the Shelf Registration Statement, the Company shall use its commercially reasonable efforts to convert the Shelf Registration Statement on Form S-1 (and any Subsequent Shelf Registration) to a Registration Statement on Form S-3 as soon as practicable after the Company is eligible to use Form S-3. Notwithstanding the registration obligations set forth in this Section 2(a)(i), in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (A) inform each of the Holders and use its commercially reasonable efforts to file amendments to the Shelf Registration Statement as required by the Commission and/or (B) withdraw the Shelf Registration Statement and file a new registration statement (a “New Registration Statement”), in either case covering the maximum number of Registrable Securities permitted to be registered by the Commission, on Form S-1 or Form S-3 or such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall be obligated to use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”), including, without limitation, relevant Compliance and Disclosure Interpretations. Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used diligent efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced pro rata, based on the number of Registrable Securities held by each Holder, subject to a determination by the Commission that certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends the Shelf Registration Statement or files a New Registration Statement, as the case may be, under clauses (A) or (B) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities in general, one or more registration statements on Form S-1 or Form S-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Shelf Registration Statement, as amended, or the New Registration Statement.

(ii) Subsequent Shelf Registration. If any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 2(e), use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement as a Shelf Registration Statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities (determined as of two business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form.

(iii) Additional Registrable Securities. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder that holds at least five percent (5.0%) of the Registrable Securities, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, the Shelf Registration Statement (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf Registration Statement or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities to be so covered twice per calendar year.

(iv) Requests for Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, any one or more Holders (any of the Holders being, in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided in each case that the Company shall only be obligated to effect an Underwritten Offering if such offering shall include Registrable Securities proposed to be sold by the Demanding Holder(s) with a total offering price reasonably expected to exceed, in the aggregate, $10.0 million (the “Minimum Takedown Threshold”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. Promptly (but in any event within five (5) days) after receipt of a request for Underwritten Shelf Takedown, the Company shall give written notice of the Underwritten Shelf Takedown to all other Holders. The Company shall have the right to select the underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Holders may collectively demand no more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2(a)(iv) in any 12-month period (the “Shelf Takedown Limit”). Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.

(v) Reduction of Underwritten Shelf Takedown. If, in connection with an Underwritten Offering that is effectuated for the account of stockholders of the Company, including pursuant to Section 2(a)(iv), in which Registrable Securities are included, the managing underwriters of such Underwritten Offering advise the Company in writing that, in their opinion and in consultation with the Company, the number of Registrable Securities requested to be included in such Underwritten Offering exceeds the number that can be sold in such Underwritten Offering and/or that the number of Registrable Securities proposed to be included in any such Underwritten Offering would adversely affect the price per share of the Company’s equity securities to be sold in such Underwritten Offering (such maximum number of securities or Registrable Securities, as applicable, the “Maximum Threshold”), then the number of Registrable Securities to be included in such Underwritten Offering shall be allocated among the Holders and holders of Non-Holder Securities as follows: (A) first, the securities comprised of Registrable Securities, pro rata, based on the amount of such Registrable Securities initially requested to be included by the Holders (pursuant to either Section 2(a)(iv) or 2(b)(i)) or as such Holders may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the equity securities of a holder of the Company’s securities other than Registrable Securities (“Non-Holder Securities”) that either (1) the Company is obligated to include pursuant to written contractual rights entered into prior to or on the date hereof or (2) such other contractual rights governing the applicable Non-Holder Securities, pro rata, based on the amount of such equity securities initially requested to be included by the holders of Non-Holder Securities or as such holders of Non-Holder Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (B)(2) above, that can be sold without exceeding the Maximum Threshold; and (D) fourth, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold. Notwithstanding this Section 2(a)(v), the Sponsor shall be entitled to initiate one Underwritten Shelf Takedown pursuant to which it shall be entitled to sell all Registrable Securities it requests to be included in such offering, prior to the application of the reduction principles set forth in clauses (A) through (D) above; provided, however, that the number of Registrable Securities so requested by the Sponsor shall not exceed the Maximum Threshold.

(vi) Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Company and the underwriter or underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown for purposes of Section 2(a)(iv), unless the Holder reimburses the Company for all Sale Expenses with respect to such Underwritten Shelf Takedown; provided that, if a Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Holders for purposes of Section 2(a)(iv). Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Sale Expenses incurred in connection with a Underwritten Shelf Takedown prior to its withdrawal under this Section 2(a)(vi), other than if a Demanding Holder elects to pay such Sale Expenses pursuant to the second sentence of this Section 2(a)(vi).

(b) Piggyback Rights.

(i) Right to Piggyback. If the Company or any Holder proposes to conduct a registered offering of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, an Underwritten Shelf Takedown pursuant to Section 2(a)(iv)), other than a Registration Statement (or any registered offering with respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) for a rights offering, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration Statement, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such Registration, a “Piggyback Registration”). Subject to Section 2(b)(ii), the Company shall cause all such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(b)(i) to be included therein on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement to enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company.

(ii) Reduction of Offering. If the managing underwriter or underwriters in an Underwritten Offering that is to be a Piggyback Registration advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the Company desires to sell, taken together with (i) the Non-Holder Securities as to which Registration or a registered offering has been demanded pursuant to separate written contractual arrangements (including any other applicable contractual piggy-back registration rights) and (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2(b) exceeds the Maximum Threshold, then:

(A) If the Registration or registered offering is initiated by the Company primarily for its own account, the number of shares of Common Stock to be included in such Underwritten Offering shall be allocated as follows: (A) first, the shares of Common Stock or other securities to be sold by the Company; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities hereunder pro rata, based on the number of shares of such Common Stock initially requested to be included by the Holders that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), Non-Holder Securities that the Company is obligated to include pursuant to separate written contractual rights that can be sold without exceeding the Maximum Threshold;

(B) If the Registration or registered offering is initiated for the account of stockholders of the Company other than the Holders of Registrable Securities, the number of shares of Common Stock to be included in such Underwritten Offering shall be allocated as follows: (A) first, the Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights that provide that such securities must be included on a pari passu basis to the Registrable Securities, and any Registrable Securities requested to be included, pro rata, based on the amount of such securities initially requested to be included or as such holders of Non-Holder Securities and Registrable Securities may otherwise agree, that can be sold without exceeding the Maximum Threshold; (B) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (A), Non-Holder Securities that the Company is obligated to include pursuant to written contractual rights entered into after the date hereof that do not comply with clause (A) above, that can be sold without exceeding the Maximum Threshold; and (C) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other securities that the Company desires to sell that can be sold without exceeding the Maximum Threshold; and

(C) If the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2(a)(iv), then the Company shall include in any such Registration or registered offering securities pursuant to Section 2(a)(v).

(iii) Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdrawal from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2(a)(vi)) shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the underwriter or underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf Registration Statement, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf Registration Statement) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2(a)(vi)), the Company shall be responsible for the Sale Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2(b)(iii).

(iv) Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section 2(a)(vi), any Piggyback Registration effected pursuant to Section 2(b) shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2(a)(iv).

(i) Block Trades. Notwithstanding the foregoing, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (A) a Block Trade or (B) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”), in each case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10.0 million or (y) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time periods provided for in Section 2(a)(iv), such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any underwriters or placement agents or sales agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering; provided further that in the case of such underwritten Block Trade or Other Coordinated Offering, only such Holder shall have a right to notice of and to participate in such offering.

(ii) Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company and the underwriter or underwriters or placement agents or sales agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. If withdrawn, a demand for a Block Trade or Other Coordinated Offering shall constitute a demand for an Underwritten Shelf Takedown, unless the Holder reimburses the Company for all Sale Expenses with respect to such Block Trade or Other Coordinated Offering.

(iii) Cap on Block Trades and Other Coordinated Offerings. Any Registration effected pursuant to this Section 2(c) shall be deemed an Underwritten Shelf Takedown and counted towards the Shelf Takedown Limit. Notwithstanding anything to the contrary in this Agreement, Section 2(b) shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement. Provided, however, a Block Trade or Other Coordinated Offering shall not be deemed an Underwritten Shelf Takedown and shall not count towards the Shelf Takedown Limit if the Company is not required to take any of the actions described in subsections (v), (vi) and (xi) of Section 3(a) in connection with such Block Trade or Other Coordinated Offering.

(d) Continued Effectiveness. The Company shall use commercially reasonable efforts to keep any Registration Statement continuously effective for the period beginning on the date on which such Registration Statement is declared effective and ending on the date that all of Registrable Securities registered under the Registration Statement cease to be Registrable Securities. During the period that such Registration Statement is effective, the Company shall use commercially reasonable efforts to supplement or make amendments to the Registration Statement, if required by the Securities Act or if reasonably requested by Holder (whether or not required by the form on which the securities are being registered), including to reflect any specific plan of distribution or method of sale, and shall use its commercially reasonable efforts to have such supplements and amendments declared effective, if required, as soon as practicable after filing.

(e) Suspension Period; Blackout Period.

(i) Misstatement. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed (any such period, a “Suspension Period”).

(ii) Other Suspension. Notwithstanding any provision of this Agreement to the contrary, if the Board determines in good faith that any use of a Registration Statement or Prospectus hereunder involving Registrable Securities would (i) reasonably be expected to, in the good faith judgment of the majority of the Board, after consultation with counsel to the Company, materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, disposition, merger, corporate reorganization, segment reclassification or discontinuance of operations that is required to be reflected in pro forma or restated financial statements that amends historical financial statements of the Company, or other significant transaction or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its subsidiaries; (ii) require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control; or (iii) require, after consultation with counsel to the Company, the disclosure of material non-public information, the disclosure of which would (x) not be required to be made if a Registration Statement were not being used and (y) reasonably be expected to materially and adversely affect the Company, then the Company shall be entitled to suspend, for not more than sixty (60) consecutive days (any such period, a “Blackout Period”), but in no event more than two (2) times in any consecutive twelve (12) month period (which periods may be successive), commencing on the date of this Agreement, the use of any Registration Statement or Prospectus and shall not be required to amend or supplement the Registration Statement, any related Prospectus or any document incorporated therein by reference. The Company promptly will give written notice of any such Blackout Period to the Holders.

(f) Sale Expenses. All Sale Expenses of any Holder incurred in connection with Section 2 and Section 3 shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as underwriters’ or agents’ commissions and discounts, brokerage fees, underwriter marketing costs and, other than as set forth in the definition of “Sale Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

(g) Market Stand-Off. In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated Offering), each Holder that holds greater than five percent (5%) of the outstanding Common Stock that is given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement and participates in such Underwritten Offering and each Holder that is an executive officer or director of the Company agrees that it shall not transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten primary offering of Common Stock, except in the event the underwriters managing the offering otherwise agree by written consent. Each Holder that holds greater than five percent (5%) of the outstanding Common Stock and participates in such Underwritten Offering or is an executive officer or director of the Company agrees to execute a customary lock-up agreement in favor of the underwriters to such effect (in each case on substantially the same terms and conditions as all such Holders).

3. PROCEDURES

(a) In connection with the filing of any Registration Statement or sale of Registrable Securities as provided in this Agreement, the Company shall use commercially reasonable efforts to, as expeditiously as reasonably practicable:

(i) notify promptly the Holders and, if requested by a Holder, confirm such advice in writing promptly at the address determined in accordance with Section 6(d), (A) of the issuance by the Commission or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (B) if, between the effective date of a Registration Statement and the closing of any sale of Registrable Securities covered thereby, the representations and warranties of the Company contained in any underwriting agreement, securities sales agreement or other similar agreement, if any, relating to the offering cease to be true and correct in all material respects, (C) of the happening of any event or the discovery of any facts during the period a Registration Statement is effective as a result of which such Registration Statement or any document incorporated by reference therein contains any Misstatement or alleged Misstatement (which information shall be accompanied by an instruction to suspend the use of the Registration Statement and the prospectus until the requisite changes have been made), (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (E) of the filing of a post-effective amendment to such Registration Statement;

(ii) furnish each Holder’s legal counsel, if any, copies of any comment letters relating to such Holder received from the Commission or any other request by the Commission or any state securities authority for amendments or supplements to a Registration Statement and prospectus or for additional information relating to such Holder;

(iii) use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of a Registration Statement as promptly as practicable;

(iv) upon the occurrence of any event or the discovery of any facts, as contemplated by Section 3(a)(i)(C), as promptly as practicable after the occurrence of such an event, use its commercially reasonable efforts to prepare a supplement or post-effective amendment to the Registration Statement or the related prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Registrable Securities, such prospectus will not contain at the time of such delivery any Misstatement or alleged Misstatement. At such time as such public disclosure is otherwise made or the Company determines that such disclosure is not necessary, in each case to correct any Misstatement, the Company agrees promptly to notify the Holders of such determination and to furnish any Holder such number of copies of the prospectus as amended or supplemented, as such Holder may reasonably request;

(v) enter into agreements in customary form (including underwriting agreements) and take all other reasonable and customary appropriate actions in order to expedite or facilitate the disposition of such Registrable Securities regardless of whether an underwriting agreement is entered into and regardless of whether the registration is an underwritten registration, including:

(A) for an Underwritten Offering, making such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers to underwriters in similar Underwritten Offerings as may be reasonably requested by them;

(B) for an Underwritten Offering, obtaining opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to any managing underwriter(s) and their counsel) addressed to the underwriters, if any, covering the matters customarily covered in opinions requested in Underwritten Offerings and such other matters as may be reasonably requested by the underwriter(s);

(C) for an Underwritten Offering, obtaining “comfort” letters and updates thereof from the Company’s independent registered public accounting firm (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements are, or are required to be, included in the Registration Statement) addressed to the underwriter(s), such letters to be in customary form and covering matters of the type customarily covered in “comfort” letters to underwriters in connection with similar Underwritten Offerings;

(D) entering into a securities sales agreement with the Holder(s) and an agent of Holder(s) providing for, among other things, the appointment of such agent for the Holder(s) for the purpose of soliciting purchases of Registrable Securities, which agreement shall be in form, substance and scope customary for similar offerings;

(E) if an underwriting agreement is entered into, using commercially reasonable efforts to cause the same to set forth indemnification provisions and procedures substantially similar to the indemnification provisions and procedures set forth in Section 4 with respect to the underwriters or, at the request of any underwriters, in the form customarily provided to underwriters in similar types of transactions; and

(F) delivering such documents and certificates as may be reasonably requested and as are customarily delivered in similar offerings to the managing underwriters, if any;

(vi) make available for inspection by any underwriter participating in any disposition pursuant to a Registration Statement, the Holders’ legal counsel and any accountant retained by a Holder, all financial and other records, pertinent corporate documents and properties or assets of the Company reasonably requested by any such Persons (excluding all trade secrets and other proprietary or privileged information) to the extent required for the offering, and cause the respective officers, directors, employees, and any other agents of the Company to supply all information reasonably requested by any such representative, underwriter, counsel or accountant in connection with a Registration Statement, and make such representatives of the Company available for discussion of such documents as shall be reasonably requested by the Company; provided, however, that the Holders’ legal counsel, if any, and the representatives of any underwriters will use commercially reasonable efforts, to the extent reasonably practicable, to coordinate the foregoing inspection and information gathering and to not unreasonably disrupt the Company’s business operations;

(vii) a reasonable time prior to filing any Registration Statement, any prospectus forming a part thereof, any amendment to such Registration Statement, or amendment or supplement to such prospectus, provide copies of such document to the underwriter(s) of an Underwritten Offering of Registrable Securities; within five (5) Business Days after the filing of any Registration Statement, provide copies of such Registration Statement to any Holder’s legal counsel upon request; consider in good faith making any changes requested and make such changes in any of the foregoing documents as are legally required prior to the filing thereof, or in the case of changes received from any Holder’s legal counsel by filing an amendment or supplement thereto, as the underwriter or underwriters, or in the case of changes received from a Holder’s legal counsel relating to such Holder or the plan of distribution of Registrable Securities, as such Holder’s legal counsel reasonably requests prior to the effectiveness of the applicable Registration Statement; not file any such document in a form to which any underwriter shall not have previously been advised and furnished a copy of; not include in any amendment or supplement to such documents any information about any Holders or any change to the plan of distribution of Registrable Securities that would limit the method of distribution of Registrable Securities unless such Holder’s legal counsel has been advised in advance and has approved such information or change (it being understood that any Holder that determines not to approve the inclusion of such change or information that has been specifically requested by the Commission will not have its Registrable Securities included in such Registration Statement and the Company shall not be in breach of this Agreement as a result of such exclusion); and reasonably during normal business hours make the representatives of the Company available for discussion of such document as shall be reasonably requested by the Holders’ legal counsel, if any, on behalf of a Holder, Holder’s legal counsel or any underwriter;

(viii) otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the Commission and make available to its securityholders, as soon as reasonably practicable, an earnings statement covering at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(ix) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence investigation by any underwriter and its counsel (including any “qualified independent underwriter” that is required to be retained in accordance with the rules and regulations of FINRA);

(x) if Registrable Securities are to be sold in an Underwritten Offering, include in the registration statement to be used all such information as may be reasonably requested by the underwriters for the marketing and sale of such Registrable Securities; and

(xi) in connection with an Underwritten Offering, use its reasonable efforts to cause the appropriate officers of the Company to (A) prepare and make presentations at any “road shows” and before analysts and (B) cooperate as reasonably requested by the underwriters in the offering, marketing or selling of Registrable Securities.

(b) Each Holder agrees that, upon receipt of any notice from the Company of the happening of any event or the discovery of any facts of the type described in Section 3(a)(i), each Holder will forthwith discontinue disposition of Registrable Securities pursuant to a Registration Statement relating to such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3(a)(i), and, if so directed by the Company, each Holder will deliver to the Company (at the Company’s expense) all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(c) The Company may (as a condition to any Holder’s participation in an Underwritten Offering or Holder’s inclusion in a Registration Statement) require each Holder to furnish to the Company such information regarding the Holder and the proposed distribution by the Holder as the Company may from time to time reasonably request in writing.

4. INDEMNIFICATION

(a) Indemnification by The Company. The Company agrees to indemnify and hold harmless each Holder, and the respective officers, directors, partners, employees, representatives and agents of each Holder, and each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) a Holder, as follows:

(i) against any and all loss, liability, claim, damage, judgment, actions, other liabilities and expenses whatsoever (the “Liabilities”), as incurred, arising out of any Misstatement contained in any Registration Statement (or any amendment or supplement thereto) pursuant to which Registrable Securities were registered under the Securities Act at the time such Registration Statement became effective, including all documents incorporated therein by reference;

(ii) against any and all Liabilities, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that any such settlement is effected with the written consent of the Company; and

(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by any indemnified party), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under Section 4(a)(i) or Section 4(a)(ii); provided, however, that the indemnity obligations in this Section 4(a) shall not apply to any Liabilities (A) to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Holder with the understanding that such information will be used in a Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto) or (B) to the extent they arise from the use of any Registration Statement during any Suspension Period or Blackout Period.

(b) Indemnification by the Holders. The Holders agree, severally and not jointly, to indemnify and hold harmless the Company, and each of its respective officers, directors, partners, employees, representatives and agents and any person controlling the Company, against any and all Liabilities described in the indemnity contained in Section 4(a), as incurred, but only with respect to Misstatements or alleged Misstatements made in the Registration Statement (or any amendment thereto) or any prospectus included therein (or any amendment or supplement thereto) in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder with the understanding that such information will be used in the Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto); provided, however, that Holder shall not be liable for any claims hereunder in excess of the amount of net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

(c) Notices of Claims, etc. Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action or proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure so to notify an indemnifying party shall not relieve such indemnifying party from any Liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any Liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying party or parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 4 (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all Liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d) Contribution. If the indemnification provided for in this Section 4 is for any reason unavailable to or insufficient to hold harmless an indemnified party in respect of any Liabilities referred to therein, then each indemnifying party shall contribute to the aggregate amount of such Liabilities incurred by such indemnified party, as incurred, in such proportion as is appropriate to reflect the relative fault of the Company, on the one hand, and the Holders, on the other hand, in connection with the statements or omissions which resulted in such Liabilities, as well as any other relevant equitable considerations. The relative fault of the Company, on the one hand, and the Holders, on the other hand, shall be determined by reference to, among other things, whether any Misstatement or alleged Misstatements relates to information supplied by the Company or a Holder and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Holder agree that it would not be just and equitable if contribution pursuant to this Section 4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 4. The aggregate amount of Liabilities incurred by an indemnified party and referred to above in this Section 4 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 4, each Person, if any, who controls a Holder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Holder, and each director of the Company, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Company.

5. TERMINATION. The rights of the Holders under this Agreement shall terminate in accordance with the terms of this Agreement and in any event, with respect to each Holder, the date on which such Holder or any of its permitted assignees no longer hold any Registrable Securities. Notwithstanding the foregoing, the obligations of the parties under Section 4 of this Agreement shall remain in full force and effect following such time.

6. MISCELLANEOUS

(a) Covenants Relating To Rule 144. With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public without registration or pursuant to a registration statement, if the Shares of the Company are registered under the Exchange Act, the Company agrees to: (A) file with the SEC all reports and other documents required of the Company under Section 13(a) or 15(d) of the Exchange Act (at any time after it has become subject to such reporting requirements); and (B) furnish to any Holder, so long as the Holder owns any Registrable Securities, upon request, (i) a written statement by the Company that it has complied with the reporting requirements of the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to a registration statement (at any time after it so qualifies) and (ii) such other information as may be reasonably requested by any Holder in order to avail itself of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

(b) No Inconsistent Agreements. The Company has not entered into, and the Company will not after the date of this Agreement enter into, any agreement which is inconsistent with the rights granted to the Holders pursuant to this Agreement or otherwise conflicts with the provisions of this Agreement, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other person other than pursuant to this Agreement.

(c) Amendment; Modification; Waiver. This Agreement may be amended, modified or supplemented at any time only by written agreement of the Company and the Holders owning a majority in voting power of the then-outstanding Registrable Securities; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. The conditions to the respective obligations of each of the parties to this Agreement to consummate the transactions contemplated hereby are for the sole benefit of such party and may be waived by such party in whole or in part to the extent permitted by applicable law; provided, however, that any such waiver shall only be effective if made in writing and executed by the party against whom the waiver is to be effective. No failure or delay by any party to this Agreement in exercising any right, power or privilege hereunder or under applicable law shall operate as a waiver of such rights and, except as otherwise expressly provided herein, no single or partial exercise thereof shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

(d) Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered in person or, by e-mail (return receipt requested), (b) on the next Business Day when sent by overnight courier or (c) on the second succeeding Business Day when sent by registered or certified mail (postage prepaid, return receipt requested) to the respective parties to this Agreement at the following addresses (or at such other address for a party to this Agreement as shall be specified by like notice):

If to a Holder, to the most current address given by such Holder to the Company by means of a notice given in accordance with the provisions of this Section 6(d).

If to the Company to:

DevvStream Corp.

c/o DevvStream Holdings Inc.

2133-1177 West Hastings Street

Vancouver, BC V6E 2K3

Attention: Sunny Trinh

E-mail: sunny@devvstream.com

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

Morrison & Foerster LLP

12531 High Bluff Drive

San Diego, CA 92130

Attention: Shai Kalansky; Omar Pringle; Justin Salon

Email: skalansky@mofo.com; opringle@mofo.com; justinsalon@mofo.com

and

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

Attn: Lauren M. Colasacco, P.C.; Peter Seligson, P.C.

Email: lauren.colasacco@kirkland.com; peter.seligson@kirkland.com

All such notices, requests, demands, waivers and communications shall be deemed received upon (i) actual receipt thereof by the addressee, or (ii) actual delivery thereof to the appropriate address.

(e) Binding Agreement; Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of the parties to this Agreement and their respective successors and permitted assigns. Other than with respect to registration rights provided hereunder which may be assigned by a Holder to its Affiliates, no party to this Agreement may assign its rights under this Agreement without the prior written consent of the other parties, and any attempted or purported assignment or delegation in violation of this Section 6(e) shall be null and void. Provided, however, that if Sponsor seeks to effectuate an in-kind distribution of all or part of its Registrable Securities to its direct or indirect equityholders (an “In-Kind Distribution”), the Company will use reasonable best efforts to work with Sponsor to facilitate such In-Kind Distribution in the manner reasonably requested. Prior to any In-Kind Distribution, each distributee shall deliver to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the distributee will be bound by, and will be a party to, this Agreement; provided, however, that a failure by a distributee to deliver such acknowledgment and agreement shall not render such distribution to such distributee void, but such distributee shall not be entitled to the benefits of this Agreement until such time as such acknowledgment and agreement is delivered. Upon any In-Kind Distribution, (i) in the event of a distribution of all of Sponsor’s Registrable Securities, the distributees holding Registrable Securities equal to a majority-in-interest of the Registrable Securities then held by Sponsor at the time of such distribution shall thereafter be entitled to exercise and enforce the rights specifically granted to Sponsor hereunder and (ii) each distributee shall be considered a “Holder” hereunder.

(f) Specific Performance. The parties to this Agreement acknowledge that the rights of each party hereto to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any party hereto, money damages may be inadequate and the non-breaching party may have no adequate remedy at law. Accordingly, the parties to this Agreement agree that such non-breaching party shall have the right, in addition to any other rights and remedies existing in their favor at law or in equity, to enforce its rights and the other parties’ obligations hereunder not only by an action or actions for damages but also by an action or actions for specific performance, injunctive and/or other equitable relief (without posting of bond or other security), including any order, injunction or decree sought by such non-breaching party to cause the other parties hereto to perform their respective agreements and covenants contained in this Agreement. Each party to this Agreement further agrees that the only permitted objection that it may raise in response to any action for equitable relief is that it contests the existence of a breach or threatened breach of this Agreement, and that no party to this Agreement shall allege, and each party to this Agreement hereby waives the defense, that there is an adequate remedy at law.

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by e-mail shall be as effective as delivery of a manually executed counterpart of the Agreement.

(h) Headings. The article and section headings contained in this Agreement are exclusively for the purpose of reference, are not part of the agreement of the parties to this Agreement and shall not in any way affect the meaning or interpretation of this Agreement.

(i) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof) as to all matters, including matters of validity, construction, effect, performance and remedies.

(j) Consent to Jurisdiction, etc.; WAIVER OF JURY TRIAL. Each party to this Agreement irrevocably agrees that any action, suit or proceeding between or among the parties to this Agreement arising in connection with any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or any related document (each, a “Legal Dispute”) shall be brought exclusively in the courts of the State of Delaware; provided that if subject matter jurisdiction over the Legal Dispute is vested exclusively in the United States federal courts, such Legal Dispute shall be heard in the United States District Court for the District of Delaware. Each party to this Agreement hereby irrevocably and unconditionally submits to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient forum. During the period a Legal Dispute that is filed in accordance with this Section 6(j) is pending before a court, all actions, suits or proceedings with respect to such Legal Dispute or any other Legal Dispute, including any counterclaim, cross-claim or interpleader, shall be subject to the exclusive jurisdiction of such court. Each party to this Agreement may bring such Legal Dispute only if he, she or it hereby waives, and shall not assert as a defense in any Legal Dispute, that (a) such party is not personally subject to the jurisdiction of the above-named courts for any reason, (b) such action, suit or proceeding may not be brought or is not maintainable in such court, (c) such party’s property is exempt or immune from execution, (d) such action, suit or proceeding is brought in an inconvenient forum, or (e) the venue of such action, suit or proceeding is improper. A final judgment in any action, suit or proceeding described in this Section 6(j) following the expiration of any period permitted for appeal and subject to any stay during appeal shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable laws. EACH OF THE PARTIES TO THIS AGREEMENT MAY BRING A LEGAL DISPUTE ONLY IF HE, SHE OR IT IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY ON ANY CLAIMS OR COUNTERCLAIMS ASSERTED IN ANY LEGAL DISPUTE RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND FOR ANY COUNTERCLAIM RELATING THERETO. IF THE SUBJECT MATTER OF ANY SUCH LEGAL DISPUTE IS ONE IN WHICH THE WAIVER OF JURY TRIAL IS PROHIBITED, NO PARTY NOR ANY PERSON ASSERTING RIGHTS AS A THIRD-PARTY BENEFICIARY SHALL ASSERT IN SUCH LEGAL DISPUTE A NONCOMPULSORY COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. FURTHERMORE, NO PARTY TO THIS AGREEMENT SHALL SEEK TO CONSOLIDATE ANY SUCH LEGAL DISPUTE WITH A SEPARATE ACTION OR OTHER LEGAL PROCEEDING IN WHICH A JURY TRIAL CANNOT BE WAIVED.

(k) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially adverse to any party to this Agreement. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties to this Agreement shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties hereto as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(l) Brokered Sales. At any time and from time to time in connection with a sale or transfer of Registrable Securities exempt from registration under the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within any prospectus and pursuant to the Registration Statement of which such prospectus forms a part, the Company shall, subject to the receipt of customary documentation required from the applicable Holders in connection therewith and compliance with applicable laws, (i) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (ii) cause its legal counsel to deliver the necessary legal opinions, if any, to the transfer agent in connection with the instruction under subclause clause (i). In addition, the Company shall cooperate reasonably with, and take such customary actions as may reasonably be requested by such Holders in connection with the aforementioned sales or transfers.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written.

	DEVVSTREAM CORP.

	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

	FOCUS IMPACT SPONSOR, LLC

	By:	/s/ Carl Stanton
	Name:	Carl Stanton
	Title:	Authorized Signatory

	Legacy Devvstream Holders

	DEVVIO, INC.

	By:	/s/ Tom Anderson
	Name:	Tom Anderson
	Title:	Chief Executive Officer

	Sunny Trinh

	By:	/s/ Sunny Trinh

	Thomas Anderson

	By:	/s/ Thomas Anderson

	Ray Quintana

	By:	/s/ Ray Quintana

[Signature Page to Amended and Restated Registration Rights Agreement]

	Jamila Aziza Piracci

	By:	/s/ Jamila Aziza Piracci

	Stephen Kukucha

	By:	/s/ Stephen Kukucha

	Michael Buehler

	By:	/s/ Michael Buehler

	David Goertz

	By:	/s/ David Goertz

	Christopher Merkel

	By:	/s/ Christopher Merkel

	Bryan Went

	By:	/s/ Bryan Went

[Signature Page to Amended and Restated Registration Rights Agreement]

Exhibit 10.17

EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN:

DEVVSTREAM CORP.

(the “Company”)

AND:

SUNNY TRINH

(the “Executive”)

RECITALS

A. On September 12, 2023, Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”) entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (“Devvstream”). Pursuant to the Business Combination Agreement, among other things, FIAC will acquire DevvStream for consideration of shares in FIAC following its continuance to the Province of Alberta;

B. The Company and the Executive are currently party to that certain Executive Employment Agreement dated October 1, 2021 (the “Prior Agreement”);

C. The Company and the Executive wish to continue their employment relationship for their mutual benefit;

D. The Company and the Executive wish to enter into an Agreement respecting the terms and conditions of the Executive’s continued employment, including the agreement of the Executive to be bound by the restrictive covenants set out in Article 8 hereof; and

E. This Agreement is effective upon on the consummation of the Business Combination (such date, the “Commencement Date”) and if the Business Combination is not consummated by November 6, 2024, then this Agreement shall have no force or effect and shall be void ab initio;

NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Company and the Executive, the parties hereby covenant and agree as follows:

ARTICLE 1 – INTERPRETATION

Section 1.1

Definitions.

In this Agreement:

(1) “Affiliate” of a person means any person that directly or indirectly controls, is controlled by, or is under common control with, that person;

(2) “Agreement” means this agreement, including any schedules hereto, as amended, supplemented, or modified in writing from time to time;

(3) “Business” means the business of investing in a diversified portfolio of projects and/or companies that generate or are actively involved, directly or indirectly, with voluntary and/or compliance carbon credits;

(4) “Cause” means the Executive has engaged in any of the following: (i) dishonest statements or acts with respect to the Company or any current or prospective customers, suppliers, vendors or other third parties with which such entity does business that adversely affects the Company, (ii) indictment, commission of, or plea of guilty or no contest to, (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud, (iii) the Executive’s gross negligence, willful misconduct or insubordination with respect to the Company, (iv) a material breach of any covenant or condition under this Agreement; (v) any act constituting dishonesty, fraud, immoral or disreputable conduct; (vi) any conduct which constitutes a felony under applicable law; (vii) a material violation of any Company policy (including the Company’s anti-discrimination and anti-harassment policies and other policies related to discrimination, harassment, performance of illegal or unethical activities, or ethical misconduct) or any act of misconduct; (viii) refusal to follow or implement a clear and reasonable directive of the Company; (ix) gross negligence or incompetence in the performance of the Executive’s duties or failure to perform such duties in a manner satisfactory to the Company; or (x) breach of fiduciary duty to the Company. Except for a failure, breach, or refusal which, by its nature, cannot reasonably be expected to be cured (in the discretion of the Board), the Executive shall have ten (10) days from the delivery of written notice from the Company within which to cure any acts constituting Cause, if curable, under prongs (vii)-(ix);

(5) “Confidential Information” means information disclosed or accessible to the Executive or acquired by the Executive as a result of the Executive’s employment with the Company and which is not in the public domain or otherwise required to be publicly disclosed by applicable law and includes, but is not limited to, information relating to the Company’s or any of its Affiliates’ current, future or proposed products/services or development of new or improved products/services, marketing strategies, sales or business plans, the names and information about the Company’s past, present and prospective customers and clients, the Company’s employees (including, without limitation, compensation information and performance reviews), employee handbooks and documents related to the Company’s internal processes and procedures, source code, inventions, discoveries, business methods, trade secrets, compositions, technical data, records, reports, presentation materials, interpretations, forecasts, test results, formulae, projects, research data, personnel data, compensation arrangements, budgets, financial statements, office plans, contracts and commercial documents, suppliers, manufacturers and any information received by the Company from third parties pursuant to an obligation of confidentiality. Notwithstanding the foregoing, “Confidential Information” does not include information that the Executive can prove by written evidence is information that is or becomes generally known to the public through lawful means and through no fault of the Executive;

(6) “Corporate Transaction” has the same meaning as such term is defined in the Equity Plan;

(7) “Date of Termination” means the Executive’s last active day of employment with the Company;

(8) “Equity Plan” means the DevvStream Corp 2024 Equity Incentive Plan, as may be amended, restated or modified from time to time.

(9) “Good Reason” means the occurrence of any of the following events without the Executive’s consent: (i) a material reduction in the Executive’s Base Salary,; or (ii) a material reduction in the Executive’s duties, authority, responsibilities, and title relative to the Executive’s duties, authority, responsibilities, and title in effect immediately prior to such reduction, provided, however, that the acquisition of the Company and subsequent conversion of the Company to a division or unit of an acquiring company will not by itself result in a diminution of the Executive’s position. Any such resignation by the Executive shall only be deemed for Good Reason pursuant to this definition if: (1) the Executive gives the Company written notice of his intent to resign for Good Reason within thirty (30) days following the first occurrence of the condition(s) that the Executive believes constitute(s) Good Reason, which notice shall describe such condition(s); (2) the Company fails to remedy such condition(s) within thirty (30) days following receipt of the written notice (the “Cure Period”); (3) the Company has not, prior to receiving such notice from the Executive, already informed the Executive that his employment with the Company is being terminated; and (4) the Executive voluntarily resigns his employment within thirty (30) days following the end of the Cure Period.

(10) “Territory” means the United States and Canada; and

(11) “Total Disability” means, as determined by a legally qualified medical practitioner selected by the Company in good faith and taking into account any accommodation required by the Company in accordance with applicable State and Federal laws, the Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of twelve (12) months.

ARTICLE 2 – TERM

The Executive’s employment is on an at-will basis under this Agreement, which shall commence as of the Commencement Date and the initial term of which shall continue until the third (3^rd) anniversary of the Commencement Date (the “Initial Term”), and thereafter shall automatically renew for additional terms of one (1) year (referred to as the “Renewal Terms”) unless either party delivers to the other party a written notice of nonrenewal at least ninety (90) days before the end of the Initial Term or any Renewal Term (a “Non-Renewal”). The Initial Term and any Renewal Term maybe be terminated earlier pursuant to Article 6 below. The period of time between the Commencement Date and the Date of Termination of the Executive’s employment hereunder shall be referred to herein as the “Employment Term.”

ARTICLE 3 – EMPLOYMENT AND POSITION

Section 3.1

Position.

Subject to the terms and conditions set out in this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, in the position of Chief Executive Officer of the Company.

Section 3.2

Place of Employment.

The Executive shall provide the Executive’s duties and services to the Company remotely, but the Executive may be asked to work from the Company’s offices from time to time. The Company reserves the right in its sole discretion to change the Executives’ remote status. If the Company requires the Executive to move to perform the Executive’s duties and services pursuant to this Agreement, the Company shall reimburse the Executive reasonable and documented relocation costs incurred by the Executive, subject to a reasonable cap determined by the Company and preapproval and receipt of appropriate documentation substantiating that such costs have in fact been incurred in accordance with the Company’s expense reimbursement policy.

Section 3.3

Travel.

The Executive acknowledges that the duties of the Executive’s position may require some travel within and outside United States.

Section 3.4

Executive’s Covenant.

The Executive represents and warrants to the Company that the Executive is free to be employed by the Company as contemplated herein and that the Executive is not subject to any obligation or restriction (statutory, contractual, or at common law) which would prevent or interfere with the performance of all of the Executive’s obligations hereunder.

ARTICLE 4 – DUTIES

Section 4.1

Full-Time Employment.

The Executive’s position with the Company constitutes full-time employment. Throughout the duration of the Executive’s employment, the Executive shall devote the Executive’s full working time and attention to the business and affairs of the Company, acting in the best interests of the Company at all times. The Executive shall not accept nor hold any position as an officer, director, employee, consultant, or any like position; provided, that Executive may engage in charitable, civic, fraternal and community affairs and educational, professional and/or trade industry association activities; provided, further, that, such activities do not (i) violate the terms of this Agreement, (ii) interfere, either individually or in the aggregate, with the performance of Executive’s duties under this Agreement or (iii) create a potential business or fiduciary conflict.

Section 4.2

Duties; Reporting.

The Executive shall report to and be subject to the direction of the Board of Directors of the Company (the “Board”) or such other person as the Board or Company may subsequently designate, at any time, in the Board’s sole discretion. The Executive shall have duties and responsibilities consistent with the Executive’s position as may be assigned to the Executive from time to time. The Executive shall perform all duties in accordance with the instructions of the CEO or such other person as the Company may designate, and all of the Company’s policies and codes of conduct, rules and regulations in effect from time to time, which the Company may amend without advance notice to the Executive. The Executive shall also comply with all applicable laws in the performance of the Executive’s duties.

ARTICLE 5 – COMPENSATION AND BENEFITS

Section 5.1

Base Salary.

During the Employment Term, the Executive’s base salary will be $250,000 annually (“Base Salary”), less applicable deductions and withholdings as required by applicable law, paid in accordance with the Company’s standard payroll practices and prorated in any year where the Executive is not actively employed with the Company for the full calendar year. The Executive’s base salary will be reviewed by the Board (or a designated committee thereof) on an annual basis, based on personal and corporate achievements and the overall financial performance of the Company.

Section 5.2

Benefits.

During the Employment Term, the Executive shall be eligible to participate in the Company’s employee benefit programs for which similarly situated executives are generally eligible that may be in effect from time to time, subject to the terms and conditions of such plan and applicable policies, as may be amended from time to time without advance notice. The Company reserves the right to change its benefit plan or carrier in its sole and absolute discretion.

Section 5.3

Vacation.

During the Employment Term, the Executive shall be entitled to accrue 15 days of vacation per calendar year, up to a maximum accrual of 23 days (the “Vacation Cap”), such vacation to extend for such periods and to be taken at such intervals as shall be appropriate and consistent with the proper performance of the Executive’s duties and as agreed upon between the Executive and the Company. Vacation will accrue up to the Vacation Cap (at which point the Executive shall not accrue, at any time, any additional vacation until the Executive’s vacation accrual falls below the Vacation Cap) and any accrued but unused vacation will be paid out at termination.

Section 5.4

Reimbursement of Expenses.

During the Employment Term, the Executive will be eligible for reimbursement of reasonable and necessary business and travel expenses actually incurred by the Executive directly in connection with the business affairs of the Company and the performance of the Executive’s duties hereunder, upon presentation of proper receipts or other proof of expenditure acceptable to the Company, in accordance with the Company’s expense reimbursement policy. The Executive shall comply with such reasonable limitations and reporting requirements with respect to such expenses as the Company may establish from time to time.

Section 5.5

No Other Benefits.

The Executive is not entitled to any other payment, benefit, perquisite, allowance or entitlement other than as specifically set out in this Agreement, or as mandated by applicable laws, or as otherwise approved in writing and signed by the Company and the Executive.

ARTICLE 6 – TERMINATION OF EMPLOYMENT

Section 6.1

Termination.

The Company and the Executive acknowledge that the Executive’s employment relationship with the Company is at-will. Either the Executive or the Company may terminate the employment relationship at any time, with or without cause. In addition to a Non-Renewal, as described in Article 2 hereof, the Executive’s employment may be terminated at any time as follows:

(1) Death. This Agreement and the Executive’s employment shall automatically terminate upon the death of the Executive.

(2) Total Disability. The Company may terminate this Agreement and the Executive’s employment at any time as a result of Total Disability in accordance with Section 6.4.

(3) Cause. The Company may terminate this Agreement and the Executive’s employment at any time for Cause in accordance with Section 6.3.

(4) Without Cause. The Company may terminate this Agreement and the Executive’s employment at any time without Cause, for any reason or no reason whatsoever, by providing written notice to the Executive specifying the effective Date of Termination (which may be immediate). In such event, the Company shall provide, and the Executive shall be entitled to receive the notice, payments, benefits and/or entitlements set out in Section 6.5 below. For the avoidance of doubt, a termination of the Executive’s employment at the conclusion of the Initial Term or a Renewal Term, as applicable, due to the Company’s Non-Renewal shall be treated as a termination by the Company without Cause so long as grounds for Cause do not exist.

(5) Resignation Without Good Reason. The Executive may terminate this Agreement and the Executive’s employment at any time by providing three (3) months’ advance written notice to the Company. The Company may elect to waive all or part of such notice period and shall have no obligation to provide any pay-in-lieu of notice. For the avoidance of doubt, a termination of the Executive’s employment at the conclusion of the Initial Term or Renewal Term, as applicable, due to Executive’s Non-Renewal shall be treated as a termination by Executive without Good Reason.

(6) Resignation for Good Reason. The Executive may terminate this Agreement and the Executive’s employment for Good Reason, provided the Executive follows the notice procedures in Section 1.1(8) of this Agreement. In such event, the Company shall provide, and the Executive shall be entitled to receive the notice, payments, benefits and/or entitlements set out in Section 6.5 below.

Section 6.2

Termination by Reason of Death or Resignation by the Executive Without Good Reason.

If this Agreement and the Executive’s employment is terminated pursuant to Sections 6.1(1) or 6.1(5) above, then the Company shall pay to the Executive (or, in the case of the Executive’s death, to the Executive’s estate) (i) an amount equal to the base salary and vacation pay up to the Date of Termination within thirty (30) days following the termination date (or such earlier date as required by applicable law), and (ii) any other vested employee benefits that the Executive is entitled up to the Date of Termination under any applicable employee benefit plan or arrangement of the Company in which the Executive is a participant during the Executive’s employment with the Company, in accordance with the terms of such plan or arrangement (collectively, the “Accrued Obligations”), and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or any damages whatsoever. Participation in all equity or profit participation plans (if any) terminates immediately upon the Date of Termination and the Executive shall not be entitled to any bonus or incentive awards, pro rata or otherwise, except as required by applicable law.

Section 6.3

Termination by the Company for Cause.

If this Agreement and the Executive’s employment is terminated for Cause pursuant to Section 6.1(3) above, then the Company shall pay to the Executive the Accrued Obligations, and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or any damages whatsoever, except as may be required by applicable law. Participation in all equity or profit participation plans (if any) terminates immediately upon the Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise, except as required by applicable law.

Section 6.4

Termination by Reason of Total Disability.

If this Agreement and the Executive’s employment is terminated pursuant to Section 6.1(2) above, then the Company shall pay to the Executive the Accrued Obligations, and the Executive shall have no entitlement to any further notice of termination, payment in lieu of notice of termination, severance or termination pay, benefits or any damages whatsoever, except as may be required by applicable law. Participation in all equity or profit participation plans (if any) terminates immediately upon the Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise, except as required by applicable law.

Section 6.5

Termination by the Company Without Cause or Resignation by the Executive for Good Reason

If this Agreement and the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason pursuant to Sections 6.1(4) or 6.1(6) above, then the Company shall pay to the Executive the Accrued Obligations. Participation in all equity, equity- based and profit participation plans and arrangements (if any), including the vesting of any award outstanding thereunder will terminate immediately upon the applicable Date of Termination and the Executive shall not be entitled to any additional bonus or incentive award, pro rata or otherwise. Further, subject to the terms of Section 6.7 and Executive complying with the terms in Section 6.8, the Executive shall be entitled to an amount equal to the Executive’s then-current Base Salary for twelve (12) months, less all applicable withholdings and deduction (the “Severance Benefits”), to be paid in equal installments over a period of twelve (12) months following the Date of Termination in accordance with the Company’s regular payroll practices, with the first installment being paid beginning on the Company’s second regularly scheduled payroll date following the Release Effective Date (as defined in Section 6.7), with the first installment including any amount of the Severance Benefits that would otherwise have been due prior to the Release Effective Date; and

The Severance Benefits provided to the Executive pursuant to this Section 6.5 are in lieu of, and not in addition to, any benefits to which the Executive may otherwise be entitled under any Company severance plan, policy or program.

Section 6.6

Termination by the Company Without Cause or Resignation by the Executive for Good Reason following a Corporate Transaction.

If the Executive’s employment hereunder is terminated by the Company without Cause (other than on account of the Executive’s death or Total Disability) or the Executive resigns for Good Reason, in each case within twelve (12) months following the consummation of a Corporate Transaction, the Executive shall be eligible to receive (i) the Accrued Obligations and (ii) subject to the Executive’s compliance with Section 6.8, including execution of the Release, the Executive shall be entitled to receive the following benefits (the “Change in Control Benefits”):

(1) the Severance Benefits, in accordance with the terms and conditions described in Section 6.5 above; and

(2) all of the Executive’s outstanding Company equity awards that were granted prior to the Corporate Transaction will vest (collectively, the “Accelerated Equity Awards”) and, if applicable, become exercisable upon the applicable Date of Termination as follows: In the case of any Accelerated Equity Award (or any portion thereof) that, as of immediately prior to the Executive’s termination of employment, was scheduled to vest based solely on continued service with the Company (the “Time Vesting Shares”), 100% of such Time Vesting Shares will vest. In the case of any Accelerated Equity Award (or any portion thereof) that, as of immediately prior to the Executive’s termination of employment, was subject to performance-based vesting (the “Performance Vesting Shares”), the number of Performance Vesting Shares that will vest will equal the greater of the number of shares determined based on achievement of (i) the “target” level of performance and (ii) the Company’s actual performance, measured as of the Date of Termination, as determined by the Committee (as defined in the Equity Plan).

Section 6.7

All Inclusive.

The Executive acknowledges and agrees that provision of the entitlements set out in this Article 6 shall constitute full and final satisfaction of any claim which the Executive might have arising from or relating to the termination of the Executive’s employment, whether such claim arises under legislation, contract, common law or otherwise, except for such claim that cannot be released by operation of legislation.

Section 6.8

Release; Forfeiture.

The Executive shall receive the Severance Benefits pursuant to Section 6.5 or the Change in Control Benefits pursuant to Section 6.6 of this Agreement if, and only if: (i) by the sixtieth (60th) day following the Date of Termination from the Company, the Executive has signed and delivered to the Company a separation agreement containing a general release of claims in favor of the Company and its affiliates and representatives, in the form reasonably presented by the Company (the “Release”), which cannot be revoked in whole or part by such date (the date that the Release can no longer be revoked is referred to as the “Release Effective Date”); (ii) if the Executive holds any other positions with the Company or any affiliate, including a position on the Board, the Executive resigns such position(s) to be effective no later than the Date of Termination (or such other date as requested by the Company); (iii) the Executive returns all Company property; (iv) the Executive complies with the Executive’s post-termination obligations under this Agreement; and (v) the Executive complies with the terms of the Release. If the Executive materially breaches any of the Executive’s post-termination obligations under this Agreement (including under Sections 6.9, Article 7 or Article 8) or the Company discovers, on or prior to the twelve (12)-month anniversary of Executive’s Date of Termination, that incurable Cause grounds existed as of the Executive’s Date of Termination, the Executive’s right (if any) to receive the Severance Benefits or the Change in Control Benefits (as applicable) shall immediately cease and be forfeited, such that the Company shall have no further obligation to make any of the foregoing payments, all Accelerated Equity Awards (or any shares of common stock received upon vesting or exercise thereunder) shall be immediately forfeited for no reason, and Executive will immediately repay to the Company any Severance Benefits or the Change in Control Benefits (as applicable) previously paid to Executive.

Section 6.9

Return of Property.

All equipment, keys, pass cards, credit cards, software, material, data, written correspondence, memoranda, communication, reports, or other documents or property pertaining to the business of the Company or containing Confidential Information, used or produced by the Executive in connection with the Executive’s employment, or in the Executive’s possession or under the Executive’s control, shall at all times remain the exclusive property of the Company. The Executive shall return all property of the Company in the Executive’s possession or under the Executive’s control in good condition (wear and tear excepted), and all documents or property containing Confidential Information (without retaining any copy, electronic or otherwise), forthwith upon any request by the Company or upon any termination of the Executive’s employment for any reason.

ARTICLE 7 – ASSIGNMENT OF INVENTIONS

Section 7.1

Definitions.

The term (1) “Intellectual Property Rights” means all trade secrets, Copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction, together with all national, foreign and state registrations, applications for registration and all renewals and extensions thereof (including, without limitation, any provisionals, continuations, continuations-in-part, divisionals, reissues, substitutions and reexaminations), all goodwill associated therewith and all benefits, privileges, causes of action and remedies relating to any of the foregoing, whether before or hereafter accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future infringements or other violations of any rights relating thereto; and to settle and retain proceeds from any such actions); (2) “Copyright” means the exclusive legal right to reproduce, perform, display, distribute, and make derivative works of a work of authorship recognized by the laws of any jurisdiction; (3) “Inventions” means all ideas, methods, inventions, discoveries, improvements, work products, developments, software, know-how, processes, techniques, works of authorship and other work product, whether or not patentable or registrable under copyright or similar statutes; (4) “Moral Rights” means any rights to claim authorship of an Invention or to object to or prevent the modification of any Invention, or to withdraw from circulation or control the publication or distribution of any Invention, and any similar right existing under judicial or statutory law of any country in the world or under any treaty, regardless of whether or not such right is denominated or generally referred to as a “moral right”; (5) “Company Inventions” means all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, fixed in a tangible medium, or learned by the Executive, either alone or with others, during the period of the Executive’s employment by the Company other than Excluded Inventions and Nonassignable Inventions; and (6) “Excluded Inventions” means Inventions listed on Exhibit A: (i) that are owned by the Executive or in which the Executive has an interest and were made or acquired by the Executive prior to the Executive’s date of first employment by the Company and (ii) that the Executive considers to be the Executive’s property or the property of third parties and that the Executive wishes to have excluded from the scope of this Agreement.

Section 7.2

Excluded Inventions.

Inventions, if any, patented or unpatented, which the Executive made prior to the commencement of the Executive’s employment with the Company are excluded from the scope of this Agreement. The Executive has set forth on Exhibit A a complete list describing all Excluded Inventions. If no such list is attached, the Executive represents that it is because the Executive has no Excluded Inventions. If disclosure of any such Excluded Invention would cause the Executive to violate any prior confidentiality agreement, the Executive understands that the Executive is not to list such Excluded Inventions in Exhibit A but is only to disclose a cursory name for each such Excluded Invention, a listing of the party or parties to which it belongs and the fact that full disclosure as to such Excluded Inventions has not been made for that reason. The Executive agrees that if the Executive uses any Excluded Inventions in the scope of the Executive’s employment, or if the Executive includes any Excluded Inventions in any product or service of the Company, or if the Executive’s rights in any Excluded Inventions may block or interfere with, or may otherwise be required for, the exercise by the Company of any rights assigned to the Company under this Agreement, the Executive will immediately notify the Company in writing. The Executive hereby grants to the Company a non-exclusive, perpetual, transferable, fully-paid and royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Excluded Inventions that the Executive incorporates into a Company product, process or machine during the course of the Executive’s employment. Notwithstanding the foregoing, the Executive agrees that the Executive will not incorporate, or permit to be incorporated, Excluded Inventions in any Company Inventions, except as authorized in writing by the Board. To the extent that any third parties have rights in any such Excluded Inventions, the Executive hereby warrants that such third parties have given the Executive the right to grant the license stated above.

Section 7.3

Assignment of Company Inventions.

Subject to Article 8 and except for Excluded Inventions set forth in Exhibit A, the Executive hereby assigns, and agrees to automatically assign in the future (when any such Inventions are first reduced to practice or fixed in a tangible medium, as applicable), to the Company all of the Executive’s right, title, and interest in and to all Company Inventions, including all benefits, privileges, causes of action and remedies relating to such Company Inventions, free and clear of all liens and encumbrances. The Executive further agrees that such assignment includes an assignment of Moral Rights. To the extent such Moral Rights cannot be assigned to the Company and to the extent the following is allowed by the laws in any jurisdiction where Moral Rights exist, the Executive waives the enforcement of such Moral Rights, and all claims of any kind with respect to Moral Rights against the Company or related to the Company’s customers. The Executive further agrees that neither the Executive’s successors-in-interest nor legal heirs retain any Moral Rights in any Company Inventions.

Section 7.4

Unassigned or Nonassignable Inventions.

The Company recognizes that this Agreement does not require the assignment of any Invention that either: (a) the Executive developed entirely on the Executive’s own time without using Company equipment, supplies, facilities, trade secrets, or Confidential Information or third party information, which is not related to the Company’s actual or anticipated business, research, or development and which does not result from or are connected with work performed by the Executive for the Company; or (b) which qualifies fully for protection from assignment to the Company under any specifically applicable state law, regulation, rule or public policy (“Nonassignable Inventions”). The Executive has received and understands the state specific statutory notices set forth on Exhibit B.

Section 7.5

Ownership of Work Product.

The Executive acknowledges that all original works of authorship made by the Executive (solely or jointly with others) within the scope of the Executive’s employment protectable by copyright are “works made for hire” pursuant to the United States Copyright Act. To the extent that any such work of authorship cannot be a “work made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101), the Executive hereby irrevocably and unconditionally assigns to the Company all right, title, and interest worldwide in and to such work of authorship. The Executive understands and agrees that the Executive has no right to publish on, submit for publishing, or use for any publication any work product protected by this Section, except as necessary to perform services for the Company.

Section 7.6

Enforcement of Intellectual Property Rights and Assistance.

The Executive will assist the Company in every reasonable way to obtain, and from time to time enforce, Intellectual Property Rights and Moral Rights relating to Company Inventions. To that end, the Executive will execute, verify, and deliver such documents and perform such other acts (including appearances as a witness) as the Company may reasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining, enforcing, and assigning such Intellectual Property Rights. The Executive’s obligation to assist the Company with respect to Intellectual Property Rights relating to Company Inventions will continue beyond the termination of the Executive’s employment, but the Company will compensate the Executive at a reasonable rate after the Executive’s termination for the time actually spent by the Executive at the Company’s request on such assistance. In the event the Company is unable for any reason, after reasonable effort, to secure the Executive’s signature on any document needed in connection with the actions specified in this Section, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact, which appointment is coupled with an interest, to act for and on the Executive’s behalf to execute, verify, and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section with the same legal force and effect as if executed by the Executive. The Executive hereby waives and quitclaims to the Company any and all claims, of any nature whatsoever, which the Executive now or may hereafter have for infringement of any Intellectual Property Rights assigned under this Agreement to the Company.

ARTICLE 8 – CONFIDENTIALITY & RESTRICTIVE COVENANTS

Section 8.1

Protection of Confidential Information.

While employed by the Company and following the termination of this Agreement and the Executive’s employment for any reason, the Executive shall not, directly or indirectly, in any way use or disclose to any person any Confidential Information except as provided for herein and shall only use or disclose any Confidential Information in the proper performance of the Executive’s duties. The Executive agrees and acknowledges that the Confidential Information of the Company is the exclusive property of the Company to be used exclusively by the Executive to perform the Executive’s duties and fulfil the Executive’s obligations to the Company and not for any other reason or purpose. Therefore, the Executive agrees to hold all such Confidential Information in trust for the Company, and the Executive further confirms and acknowledges the Executive’s fiduciary duty to use the Executive’s best efforts to protect the Confidential Information, not to misuse such information, and to protect such Confidential Information from any misuse, misappropriation, harm or interference by others in any manner whatsoever. The Executive agrees to protect the Confidential Information regardless of whether the information was disclosed in verbal, written, electronic, digital, visual or other form, and the Executive hereby agrees to give notice promptly to the Company of any unauthorized use or disclosure of Confidential Information of which the Executive becomes aware. The Executive further agrees to reasonably assist the Company in remedying any such unauthorized use or disclosure of Confidential Information. In the event that the Executive is required to disclose to third parties any Confidential Information or any memoranda, opinions, judgments or recommendations developed from the Confidential Information, by law, valid court order or subpoena, the Executive will, prior to disclosing such Confidential Information, provide the Company with prompt written notice of such request(s) or requirement(s) so that the Company may seek appropriate legal protection or waive compliance with the provisions of this Agreement. The Executive will not oppose action by, and will reasonably cooperate with, the Company to obtain legal protection or other reliable assurance that confidential treatment will be accorded the Confidential Information.

Section 8.2

Protected Rights.

Nothing in this Agreement shall limit the Executive’s right to discuss the Executive’s employment or report possible violations of law or regulation with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, or other federal government agency or similar state or local agency or to discuss the terms and conditions of the Executive’s employment to others to the extent expressly permitted by Section 7 of the National Labor Relations Act or to the extent that such disclosure is protected under the applicable provisions of law or regulation, including but not limited to “whistleblower” statutes or other similar provisions that protect such disclosure. Further, nothing in this Agreement in any way restricts or impedes the Executive from: (i) disclosing the underlying facts and circumstances regarding any claims of sexual assault or sexual harassment, or (ii) filing or initiating or assisting others to file or initiate unfair labor practice charges with the National Labor Relations Board.

Section 8.3

Notice Under the Defend Trade Secrets Act of 2016.

In accordance with the Defense of Trade Secrets Act, the Executive will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (i) is made (a) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and (b) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement is intended to conflict with the Defend Trade Secrets Act or create liability for disclosures of trade secrets that are expressly allowed by the Defend Trade Secrets Act. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company’s trade secrets to the Executive’s attorney and use the trade secret information in the court proceeding if the Executive: (y) files any document containing trade secrets under seal; and (z) does not disclose trade secrets, except pursuant to court order. The Executive may also disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure.

Section 8.4

Corporate Opportunities.

Any business opportunities related in any way to the business and affairs of the Company or any of its Affiliates which become known to the Executive during the Executive’s employment hereunder shall be fully disclosed and made available to the Company and shall not be appropriated by the Executive under any circumstance without the prior written consent of the Company.

Section 8.5

Non-Competition.

The Executive covenants that the Executive will not (without prior written consent of the Company) at any time during the Executive’s employment with the Company nor during the twelve (12) months following the Date of Termination (the “Restricted Period”), directly or indirectly, anywhere within the Territory, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever, engage in, carry on or otherwise be concerned with, any business that is in competition with that of the Business.

Section 8.6

Non-Solicitation.

The Executive covenants that the Executive will not (without prior written consent of the Company) at any time during the Restricted Period, directly or indirectly, either individually or in partnership, jointly or in conjunction with any other person, firm, association, syndicate, company or corporation, whether as agent, shareholder, employee, consultant, or in any manner whatsoever:

(1) solicit or entice away, or attempt to solicit or entice away from the Company, employ, or otherwise engage (as an employee, independent contractor, or otherwise) any person whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), and who is employed by the Company or engaged as a contractor or consultant by the Company as of the date of solicitation or who was so employed or engaged within the twelve (12) month period preceding such date; or

(2) for any purpose competitive with the Business, canvass, solicit or approach for orders, or cause to be canvassed or solicited or approached for orders, any person or entity whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), and who is or which is a customer, client, supplier or licensee of the Company as of the date of solicitation or within the twelve (12) month period preceding such date; or

(3) induce or attempt to induce any customer, client, supplier or licensee of the Company whom the Executive had contact with or received Confidential Information about during the Executive’s employment with the Company (in connection with such employment), to cease doing business with the Company; or

(4) at any time following the date the Executive ceases to be an employee of the Company, disparage or denigrate the Company or its Affiliates or their respective businesses, officers or employees. Nothing contained in this Section 8.6(4) shall in any way restrict the Executive from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, including discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Executive has reason to believe is unlawful, provided that such compliance does not exceed that required by the law, regulation, or order.

Section 8.7

Passive Investments; etc.

Nothing in this Agreement shall:

(1) prohibit or restrict the Executive from holding or becoming beneficially interested in up to two percent (2%) of any class of securities in any corporation provided that such class of securities are listed on a recognized stock exchange in Canada or the United States; or

(2) prevent the employment or involvement of the Executive in any part of the business of a competitor of the Company that is unrelated to and not competitive with any business of the Company in which the Executive was engaged or learned Confidential Information at any time during the period of twelve (12) months preceding the cessation of the Executive’s employment with the Company.

Section 8.8

Other Agreements.

For greater certainty, the covenants contained in this Article 8 shall be in addition to, and complement, and not in replacement of nor shall they in any way derogate from any fiduciary duty the Executive owes to the Company or any other restrictive covenants (including any non- competition, confidentiality, non-disparagement or non-solicitation covenants) that the Executive is bound, or may become bound, in respect of the Company.

ARTICLE 9 – REMEDIES

Section 9.1

Remedy.

The Executive acknowledges and agrees that the Executive is employed in a fiduciary capacity, with obligations of trust and loyalty owed by the Executive to the Company. Accordingly, the Executive agrees that the restrictions in Article 8 are reasonable in the circumstances of the Executive’s employment and that the business and affairs of the Company cannot be properly protected from the adverse consequences of the actions of the Executive other than by the restrictions set forth in this Agreement.

Section 9.2

Injunctions, etc.

The Executive acknowledges and agrees that, in the event of a breach of the covenants, provisions and restrictions in Article 8 by the Executive, the Company’s remedy in the form of monetary damages will be inadequate. Therefore, the Company is hereby authorized and entitled, in addition to all other rights and remedies available to it at law or in equity, to interim and permanent injunctive relief and an accounting of all profits and benefits arising out of such breach without the necessity of posting a bond or other security, and the Executive consents to the entry of such relief.

Section 9.3

Loss of Entitlements.

In addition to all other rights and remedies available to the Company, the Executive acknowledges and agrees that the Executive will immediately lose and not be entitled to the payments and benefits set out in Section 6.5 or Section 6.6 (if applicable) if the Executive breaches any of the covenants in Article 8.

Section 9.4

Survival.

Each and every provision of Article 1, Article 7, Article 8 and Article 9 shall survive the termination of this Agreement and the Executive’s employment for any reason.

ARTICLE 10 – GENERAL CONTRACT TERMS

Section 10.1

Currency.

All amounts payable pursuant to this Agreement are expressed in and shall be paid in United States of America currency unless otherwise indicated.

Section 10.2

Withholding.

The Company may withhold from any payments or benefits payable under this Agreement all US Federal, state, city or other taxes as shall be required pursuant to any applicable law or governmental regulation or ruling.

Section 10.3

Rights and Remedies.

All rights and remedies of the parties are separate and cumulative, and none of them, whether exercised or not, shall be deemed to be to the exclusion of any other rights or remedies or shall be deemed to limit or prejudice any other legal or equitable rights or remedies which either of the parties may have.

Section 10.4

Waiver.

Any purported waiver of any default, breach or non-compliance under this Agreement is not effective unless in writing and signed by the party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other party. The waiver by a party of any default, breach or non-compliance under this Agreement shall not operate as a waiver of that party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).

Section 10.5

Severability.

Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein. The Company and the Executive agree that a court of competent jurisdiction is expressly authorized to modify any such unenforceable provision of this Agreement in lieu of severing such unenforceable provision from this Agreement in its entirety, whether by rewriting the offending provision, deleting any or all of the offending provision, adding additional language to this Agreement, or by making such other modifications as it deems warranted to carry out the intent and agreement of the parties as embodied herein to the maximum extent permitted by law. The Company and the Executive further expressly agree that this Agreement as so modified by the court shall be binding upon and enforceable against each of them. In any event, should one or more of the provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

Section 10.6

Section 409A Compliance.

The intent of the Company and the Executive is that payments, benefits and rights to which the Executive could be entitled to under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the Treasury Regulations and guidance promulgated thereunder (collectively “Code Section 409A”) (to the extent that the requirements of Code Section 409A are applicable thereto), and, accordingly, to the maximum extent permitted, shall be interpreted to be in compliance therewith or exempt therefrom. If any provision of this Agreement contravenes Code Section 409A, or would cause the Executive to incur any additional tax, interest or penalty under Code Section 409A, the Company and the Executive agree in good faith to reform this Agreement to comply with Code Section 409A, or to take such other actions as they deem necessary or appropriate to maintain, to the maximum extent practicable, without violating the provisions of Code Section 409A, the original intent and economic benefit to Company and the Executive of the applicable provision; provided that Company shall have no obligation to make any changes that could create any additional economic cost or loss of benefit to Company. In no event whatsoever shall the Company be liable for any additional tax, interest or penalty that may be imposed on the Executive by Code Section 409A or damages for failing to comply with Code Section 409A. Any provision required for compliance with Code Section 409A that is omitted from this Agreement shall be incorporated herein by reference and shall apply retroactively, if necessary, and be deemed a part of this Agreement to the same extent as though expressly set forth herein.

Notwithstanding anything herein to the contrary, if required to comply with Code Section 409A (but only to the extent so required), a termination of employment shall be deemed to have occurred at the time such termination constitutes a “separation from service” within the meaning of Code Section 409A for purposes of any provision of this Agreement providing for the payment of any amounts or benefits in connection with a termination of employment and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean a “separation from service.”

Notwithstanding anything herein to the contrary, if, on the date of a “separation from service” (as defined in Code Section 409A), the Executive is a “specified employee” (as defined in Code Section 409A), no payments of any amounts hereunder that are subject to Code Section 409A shall be made until the earliest date on which payment is permissible under 409A(a)(2)(B)(i) (the six (6)-month delay rule for specified employees).

For purposes of Code Section 409A, the Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

If any payment due under this Agreement is both deferred compensation subject to Code Section 409A and is conditioned upon the execution of a release of claims and involves a consideration time period that begins in one calendar year and ends in the next calendar year, will be paid as soon as practicable in the second calendar year even if the Executive signed the general release and such general release becomes irrevocable in the first calendar year.

To the extent that reimbursements or other in-kind benefits under this Agreement constitute nonqualified deferred compensation for purposes of Code Section 409A, (1) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (2) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (3) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

Section 10.7

Parachute Payments.

In the event that the severance and other benefits provided for in this Agreement or otherwise payable or provided to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Code and (ii) but for this Section 10.7, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Executive’s severance benefits hereunder shall be either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 10.7 shall be made in writing in good faith by the Company’s independent tax accountants immediately prior to the Corporate Transaction.

Section 10.8

Notices.

Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if personally delivered, delivered by electronic transmission or mailed by prepaid registered mail addressed as follows:

to the Company at:

DevvStream, Corp.

2133-1177 West Hastings Street

Vancouver, BC V6E 2K3

Attention: Sunny Trinh

Email: sunny@devvstream.com

With a copy to:

McMillan LLP

1055 W Georgia Street, Suite #1500

Vancouver, BC V6E 4N7

Attention: Mark Neighbor

Email: Mark.Neighbor@mcmillan.ca

to the Executive at:

Sunny Trinh

[]

or to such other address as the parties may from time to time specify by notice given in accordance herewith. Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if personally delivered, or if delivered by electronic transmission or mailed as aforesaid, upon the date the electronic transmission is sent or on the postal return receipt as the date upon which the envelope containing such notice was actually received by the addressee.

Section 10.9

Successors and Assigns.

This Agreement shall inure to the benefit of, and be binding on, the parties and their respective heirs, administrators, executors, successors (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) and permitted assigns. The Company shall have the right to assign this Agreement, or the benefit thereof, to any of its Affiliates or to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise). The Executive, by the Executive’s signature hereto, expressly consents to such assignment and, provided that such successor agrees to assume and be bound by the terms and conditions of this Agreement, all references to the “Company” hereunder shall include such successor. The parties agree that the services to be provided by the Executive are personal in nature, and therefore the Executive shall not subcontract, assign or transfer, whether absolutely, by way of security or otherwise, all or any part of the Executive’s rights or obligations under this Agreement.

Section 10.10

Amendment.

No amendment of this Agreement will be effective unless made in writing and signed by both the Executive and an authorized officer of the Company, other than the Executive, and approved by the Board.

Section 10.11

Entire Agreement.

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written with respect to the Executive’s employment with the Company (including, without limitation, the Prior Agreement, which shall become null and void and terminate automatically upon the Commencement Date). For the avoidance of doubt, following the execution of this Agreement, any existing employment agreements or contracts governing the Executive’s current employment with the Company (including, but not limited to, the Prior Agreement) is null and void and is of no further effect. Each party agrees there are no conditions, warranties, representations or other agreements between the parties in connection with the subject matter of this Agreement (whether oral or written, express or implied) except as specifically set out in this Agreement and the Executive agrees that the Executive has not relied on any representation of the Company or its Affiliates to enter into this Agreement.

Section 10.12

Governing Law.

This Agreement has been executed and delivered in the State of Delaware and its validity, interpretation, performance, and enforcement shall be governed by the laws of the state of Delaware and the federal laws of the United States of America as applicable therein.

Section 10.13

Headings.

The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.

Section 10.14

Independent Legal Advice.

The parties acknowledge that, prior to executing this Agreement, they have each had the opportunity to obtain independent legal advice and that they fully understand the nature of this Agreement and that they are entering into this Agreement voluntarily. Specifically, the Executive represents and warrants to the Company that the Executive (a) has read and understood each and every provision of this Agreement, (b) has had the opportunity to obtain advice from legal counsel of Executive’s choice in order to interpret any and all provisions of this Agreement, and (c) has in fact been individually represented by legal counsel in negotiating the terms of this agreement, including the choice of law provision set forth in Section 10.12 hereof. To the extent a court of competent jurisdiction determines that the laws of the State of California govern this Agreement, the restrictions set forth in Sections 8.5 and 8.6 shall not apply during the portion of the Restricted Period following the Date of Termination.

Section 10.15

Counterparts.

This Agreement may be executed in any number of counterparts, and delivered by facsimile or other means of electronic transmission, each of which shall be deemed to be one and the same instrument and an original document.

Section 10.16

Ambiguities.

As each party and its legal counsel have participated in the review and revision of this Agreement, any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in interpreting this Agreement.

[Signature Page Follows]

The parties have executed this Agreement.

DEVVSTREAM CORP.

By:	/s/ Chris Merkel
	Name:	Chris Merkel
	Title:	Chief Operating Officer

SUNNY TRINH

By:	/s/ Sunny Trinh

Exhibit A

Excluded Inventions

Excluded Inventions: List all such materials on this Exhibit A and indicate Executive’s agreement with the following by initialing where indicated: Executive represents and warrants that Executive has listed on this Exhibit A all Excluded Inventions.

Executive’s Initial

/s/ ST

List of Prior Inventions (write NONE if there are none)

NONE

Exhibit B

Statutory Notices

Section 2870 of the California Labor Code is as follows:

(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Exhibit 10.18

EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN:

DEVVSTREAM CORP.

(the “Company”)

AND:

CHRIS MERKEL

(the “Executive”)

RECITALS

B. The Company and the Executive are currently party to that certain Executive Employment Agreement dated December 20, 2021 (the “Prior Agreement”);

C. The Company and the Executive wish to continue their employment relationship for their mutual benefit;

ARTICLE 1 – INTERPRETATION

Section 1.1

Definitions.

In this Agreement:

(1) “Affiliate” of a person means any person that directly or indirectly controls, is controlled by, or is under common control with, that person;

(2) “Agreement” means this agreement, including any schedules hereto, as amended, supplemented, or modified in writing from time to time;

(6) “Corporate Transaction” has the same meaning as such term is defined in the Equity Plan;

(7) “Date of Termination” means the Executive’s last active day of employment with the Company;

(8) “Equity Plan” means the DevvStream Corp 2024 Equity Incentive Plan, as may be amended, restated or modified from time to time.

(10) “Territory” means the United States and Canada; and

ARTICLE 2 – TERM

ARTICLE 3 – EMPLOYMENT AND POSITION

Section 3.1

Position.

Section 3.2

Place of Employment.

Section 3.3

Travel.

The Executive acknowledges that the duties of the Executive’s position may require some travel within and outside United States.

Section 3.4

Executive’s Covenant.

ARTICLE 4 – DUTIES

Section 4.1

Full-Time Employment.

Section 4.2

Duties; Reporting.

The Executive shall report to and be subject to the direction of the Company’s Chief Executive Officer (“CEO”), or such other person as the Board of Directors of the Company (the “Board”) or Company may subsequently designate, at any time, in the Board’s sole discretion. The Executive shall have duties and responsibilities consistent with the Executive’s position as may be assigned to the Executive from time to time. The Executive shall perform all duties in accordance with the instructions of the CEO or such other person as the Company may designate, and all of the Company’s policies and codes of conduct, rules and regulations in effect from time to time, which the Company may amend without advance notice to the Executive. The Executive shall also comply with all applicable laws in the performance of the Executive’s duties.

ARTICLE 5 – COMPENSATION AND BENEFITS

Section 5.1

Base Salary.

During the Employment Term, the Executive’s base salary will be $180,000 annually (“Base Salary”), less applicable deductions and withholdings as required by applicable law, paid in accordance with the Company’s standard payroll practices and prorated in any year where the Executive is not actively employed with the Company for the full calendar year. The Executive’s base salary will be reviewed by the Board (or a designated committee thereof) on an annual basis, based on personal and corporate achievements and the overall financial performance of the Company.

Section 5.2

Benefits.

Section 5.3

Vacation.

Section 5.4

Reimbursement of Expenses.

Section 5.5

No Other Benefits.

ARTICLE 6 – TERMINATION OF EMPLOYMENT

Section 6.1

Termination.

(1) Death. This Agreement and the Executive’s employment shall automatically terminate upon the death of the Executive.

(2) Total Disability. The Company may terminate this Agreement and the Executive’s employment at any time as a result of Total Disability in accordance with Section 6.4.

(3) Cause. The Company may terminate this Agreement and the Executive’s employment at any time for Cause in accordance with Section 6.3.

Section 6.2

Termination by Reason of Death or Resignation by the Executive Without Good Reason.

Section 6.3

Termination by the Company for Cause.

Section 6.4

Termination by Reason of Total Disability.

Section 6.5

Termination by the Company Without Cause or Resignation by the Executive for Good Reason

Section 6.6

Termination by the Company Without Cause or Resignation by the Executive for Good Reason following a Corporate Transaction.

(1) the Severance Benefits, in accordance with the terms and conditions described in Section 6.5 above; and

Section 6.7

All Inclusive.

Section 6.8

Release; Forfeiture.

Section 6.9

Return of Property.

ARTICLE 7 – ASSIGNMENT OF INVENTIONS

Section 7.1

Definitions.

Section 7.2

Excluded Inventions.

Section 7.3

Assignment of Company Inventions.

Section 7.4

Unassigned or Nonassignable Inventions.

Section 7.5

Ownership of Work Product.

Section 7.6

Enforcement of Intellectual Property Rights and Assistance.

ARTICLE 8 – CONFIDENTIALITY & RESTRICTIVE COVENANTS

Section 8.1

Protection of Confidential Information.

Section 8.2

Protected Rights.

Section 8.3

Notice Under the Defend Trade Secrets Act of 2016.

Section 8.4

Corporate Opportunities.

Section 8.5

Non-Competition.

Section 8.6

Non-Solicitation.

Section 8.7

Passive Investments; etc.

Nothing in this Agreement shall:

Section 8.8

Other Agreements.

ARTICLE 9 – REMEDIES

Section 9.1

Remedy.

Section 9.2

Injunctions, etc.

Section 9.3

Loss of Entitlements.

Section 9.4

Survival.

Each and every provision of Article 1, Article 7, Article 8 and Article 9 shall survive the termination of this Agreement and the Executive’s employment for any reason.

ARTICLE 10 – GENERAL CONTRACT TERMS

Section 10.1

Currency.

All amounts payable pursuant to this Agreement are expressed in and shall be paid in United States of America currency unless otherwise indicated.

Section 10.2

Withholding.

Section 10.3

Rights and Remedies.

Section 10.4

Waiver.

Section 10.5

Severability.

Section 10.6

Section 409A Compliance.

Section 10.7

Parachute Payments.

Section 10.8

Notices.

to the Company at:

DevvStream, Corp.

2133-1177 West Hastings Street

Vancouver, BC V6E 2K3

Attention: Sunny Trinh

Email: sunny@devvstream.com

With a copy to:

McMillan LLP

1055 W Georgia Street, Suite #1500

Vancouver, BC V6E 4N7

Attention: Mark Neighbor

Email: Mark.Neighbor@mcmillan.ca

to the Executive at:

Janice L. Miller

[]

Section 10.9

Successors and Assigns.

Section 10.10

Amendment.

No amendment of this Agreement will be effective unless made in writing and signed by both the Executive and an authorized officer of the Company, other than the Executive, and approved by the Board.

Section 10.11

Entire Agreement.

Section 10.12

Governing Law.

Section 10.13

Headings.

The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.

Section 10.14Independent Legal Advice.

Section 10.15

Counterparts.

Section 10.16

Ambiguities.

[Signature Page Follows]

The parties have executed this Agreement.

DEVVSTREAM CORP.

By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	CEO

CHRIS MERKEL

By:	/s/ Chris Merkel

Exhibit A

Excluded Inventions

Executive’s Initial

/s/ CM

List of Prior Inventions (write NONE if there are none)

NONE

Exhibit B

Statutory Notices

Section 2870 of the California Labor Code is as follows:

(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

(2) Result from any work performed by the employee for the employer.

Exhibit 10.19

CONFIDENTIAL

	EXECUTIVE EMPLOYMENT AGREEMENT

BETWEEN:

	DEVVSTREAM CORP.

		(the “Company”)

AND:

	BRYAN WENT

		(the “Executive”)

RECITALS

1. On September 12, 2023, Focus Impact Acquisition Corp., a Delaware corporation (“FIAC”) entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, collectively, the “Business Combination”), by and among FIAC, Focus Impact Amalco Sub Ltd., and DevvStream Holdings Inc. (“Devvstream”). Pursuant to the Business Combination Agreement, among other things, FIAC will acquire DevvStream for consideration of shares in FIAC following its continuance to the Province of Alberta;

2. The Company and the Executive are currently party to that certain Executive Employment Agreement dated February 21, 2022 (the “Prior Agreement”);

3. The Company and the Executive wish to continue their employment relationship for their mutual benefit;

4. The Company and the Executive wish to enter into an Agreement respecting the terms and conditions of the Executive’s continued employment, including the agreement of the Executive to be bound by the restrictive covenants set out in Article 8 hereof; and

5. This Agreement is effective upon on the consummation of the Business Combination (such date, the “Commencement Date”) and if the Business Combination is not consummated by November 6, 2024, then this Agreement shall have no force or effect and shall be void ab initio;

CONFIDENTIAL

ARTICLE 1 – INTERPRETATION

Section 1.1 Definitions.

In this Agreement:

(1) “Affiliate” of a person means any person that directly or indirectly controls, is controlled by, or is under common control with, that person;

(2) “Agreement” means this agreement, including any schedules hereto, as amended, supplemented, or modified in writing from time to time;

CONFIDENTIAL

(6) “Corporate Transaction” has the same meaning as such term is defined in the Equity Plan;

(7) “Date of Termination” means the Executive’s last active day of employment with the Company;

(8) “Equity Plan” means the DevvStream Corp 2024 Equity Incentive Plan, as may be amended, restated or modified from time to time.

(10) “Territory” means the United States and Canada; and

CONFIDENTIAL

ARTICLE 2 – TERM

ARTICLE 3 – EMPLOYMENT AND POSITION

Section 3.1 Position.

Section 3.2 Place of Employment.

Section 3.3 Travel.

The Executive acknowledges that the duties of the Executive’s position may require some travel within and outside United States.

Section 3.4 Executive’s Covenant.

CONFIDENTIAL

ARTICLE 4 – DUTIES

Section 4.1 Full-Time Employment.

Section 4.2 Duties; Reporting.

ARTICLE 5 – COMPENSATION AND BENEFITS

Section 5.1 Base Salary.

Section 5.2 Benefits.

CONFIDENTIAL

Section 5.3 Vacation.

Section 5.4 Reimbursement of Expenses.

Section 5.5 No Other Benefits.

ARTICLE 6 – TERMINATION OF EMPLOYMENT

Section 6.1 Termination.

(1) Death. This Agreement and the Executive’s employment shall automatically terminate upon the death of the Executive.

CONFIDENTIAL

(2) Total Disability. The Company may terminate this Agreement and the Executive’s employment at any time as a result of Total Disability in accordance with Section 6.4.

(3) Cause. The Company may terminate this Agreement and the Executive’s employment at any time for Cause in accordance with Section 6.3.

Section 6.2 Termination by Reason of Death or Resignation by the Executive Without Good Reason.

CONFIDENTIAL

Section 6.3 Termination by the Company for Cause.

Section 6.4 Termination by Reason of Total Disability.

Section 6.5 Termination by the Company Without Cause or Resignation by the Executive for Good Reason

CONFIDENTIAL

Section 6.6 Termination by the Company Without Cause or Resignation by the Executive for Good Reason following a Corporate Transaction.

(1) the Severance Benefits, in accordance with the terms and conditions described in Section 6.5 above; and

Section 6.7 All Inclusive.

CONFIDENTIAL

Section 6.8 Release; Forfeiture.

Section 6.9 Return of Property.

CONFIDENTIAL

ARTICLE 7 – ASSIGNMENT OF INVENTIONS

Section 7.1 Definitions.

Section 7.2 Excluded Inventions.

CONFIDENTIAL

Section 7.3 Assignment of Company Inventions.

Section 7.4 Unassigned or Nonassignable Inventions.

Section 7.5 Ownership of Work Product.

CONFIDENTIAL

Section 7.6 Enforcement of Intellectual Property Rights and Assistance.

ARTICLE 8 – CONFIDENTIALITY & RESTRICTIVE COVENANTS

Section 8.1 Protection of Confidential Information.

CONFIDENTIAL

Section 8.2 Protected Rights.

Section 8.3 Notice Under the Defend Trade Secrets Act of 2016.

CONFIDENTIAL

Section 8.4 Corporate Opportunities.

Section 8.5 Non-Competition.

Section 8.6 Non-Solicitation.

CONFIDENTIAL

Section 8.7 Passive Investments; etc.

Nothing in this Agreement shall:

Section 8.8 Other Agreements.

ARTICLE 9 – REMEDIES

Section 9.1 Remedy.

CONFIDENTIAL

Section 9.2 Injunctions, etc.

Section 9.3 Loss of Entitlements.

Section 9.4 Survival.

Each and every provision of Article 1, Article 7, Article 8 and Article 9 shall survive the termination of this Agreement and the Executive’s employment for any reason.

ARTICLE 10 – GENERAL CONTRACT TERMS

Section 10.1 Currency.

All amounts payable pursuant to this Agreement are expressed in and shall be paid in United States of America currency unless otherwise indicated.

Section 10.2 Withholding.

Section 10.3 Rights and Remedies.

CONFIDENTIAL

Section 10.4 Waiver.

Section 10.5 Severability.

Section 10.6 Section 409A Compliance.

CONFIDENTIAL

Section 10.7 Parachute Payments.

Section 10.8 Notices.

to the Company at:

DevvStream, Corp.

2133-1177 West Hastings Street

Vancouver, BC V6E 2K3

Attention: Sunny Trinh

Email: sunny@devvstream.com

With a copy to:

McMillan LLP

1055 W Georgia Street, Suite #1500

Vancouver, BC V6E 4N7

Attention: Mark Neighbor

Email: Mark.Neighbor@mcmillan.ca

to the Executive at:

Bryan Went

☐

CONFIDENTIAL

Section 10.9 Successors and Assigns.

Section 10.10 Amendment.

No amendment of this Agreement will be effective unless made in writing and signed by both the Executive and an authorized officer of the Company, other than the Executive, and approved by the Board.

Section 10.11 Entire Agreement.

CONFIDENTIAL

Section 10.12 Governing Law.

Section 10.13 Headings.

The division of this Agreement into Sections and the insertion of headings are for convenience or reference only and shall not affect the construction or interpretation of this Agreement.

Section 10.14 Independent Legal Advice.

Section 10.15 Counterparts.

Section 10.16 Ambiguities.

[Signature Page Follows]

CONFIDENTIAL

The parties have executed this Agreement.

DEVVSTREAM CORP.

By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	CEO

BRYAN WENT

By:	/s/ Bryan Went

Exhibit A

Excluded Inventions

Executive’s Initial

/s/ BW

List of Prior Inventions (write NONE if there are none)

NONE

Exhibit B

Statutory Notices

Section 2870 of the California Labor Code is as follows:

1. Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:

1. Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or

2. Result from any work performed by the employee for the employer.

2. To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.

Exhibit 10.20

STRATEGIC CONSULTING AGREEMENT

This Strategic Consulting Agreement (this “Agreement”) is made as of November 13, 2024 (the “Effective Date”), by and between Focus Impact Partners, LLC, a Delaware limited liability company (the “Consultant”), and DevvStream Corp., a Vancouver, BC company (together with its direct and indirect subsidiaries, the “Company”).

WHEREAS, the Consultant, by and through its officers, employees, directors, agents, representatives, and affiliates, has expertise in the areas of corporate management, finance, investment, acquisitions, and other matters relating to the business of the Company; and

WHEREAS, the Company desires to avail itself, for the term of this Agreement, of the consulting services offered by, and the expertise of, the Consultant, in exchange for the fees described herein.

NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions herein set forth, the parties hereto agree as follows:

1.	ENGAGEMENT

The Company hereby retains and engages the Consultant, on a non-exclusive basis, to render or cause to be rendered the consulting services described in Section 2 (such services giving rise to those fees and expenses as set forth in Section 3 of this Agreement) from time to time to the Company by and through the Consultant or its affiliated or otherwise associated entities, or their respective officers, members, partners, consultants, employees, representatives, agents and advisors (collectively, the “Consultant Affiliates”) as the Consultant, in its sole discretion, may designate from time to time.

2.	CONSULTING SERVICES

(a) The Consultant hereby agrees to provide the Company with strategic consulting services as requested by the Company in connection with the Company’s acquisitions, divestitures and investments, capital raising, strategy, financial and business affairs, relationships with lenders, equity holders and other third-party associates or affiliates, and the expansion of its business (the “Consulting Services”); provided, that such Consulting Services will not involve Brokerage Services or Investment Advisory Services. The scope of the Consulting Services may be adjusted from time to time by mutual agreement of the parties hereto in writing.

(b) The Consultant may, in its discretion, and on written notice to the Company, subcontract, delegate or assign all or part of its service obligations hereunder to any Consultant Affiliate or other Person or Persons which, in the reasonable view of the Consultant, are competent and qualified to provide such services.

(c) Notwithstanding anything to the contrary contained herein, the Company and the Consultant each acknowledge that the Consultant, in performing the services pursuant to this Agreement, is providing such services solely in a third-party consultant capacity to the Company.

FEES

In consideration for the Consulting Services to be provided by the Consultant, the Company agrees to pay or cause to be paid to the Consultant an annual fee of $500,000 (the “Annual Consulting Fee)”. The Annual Consulting Fee shall accrue and be paid in arrears in quarterly installments of $125,000 and shall be due within 30 days of the end of each calendar quarter, starting with an initial payment on the Effective Date for the period beginning December 31, 2023 (pro-rated based on the number of days from December 31, 2023 through and including the Effective Date). Notwithstanding and in addition to the foregoing, the Company agrees to pay or cause to be paid to the Consultant an additional consulting fee in connection with any acquisition, merger, consolidation, business combination, sale, divestiture, financing, refinancing, restructuring or other similar transaction for which the Consultant provides Consulting Services, the amount and terms of which shall be mutually agreed between the Consultant and the Company consistent with the market practice for such Consulting Services (any such fees collectively referred to herein as “Additional Consulting Fees”). Notwithstanding the foregoing, any fees due under this agreement shall accrue and not be payable until (a) the Company has successfully raised $5.0 million in outside debt and/or equity capital, cumulatively since the period beginning December 31, 2023 or (b) the company has 2 or more consecutive quarters of positive cash flow from operations.

In addition, the Company agrees to issue shares to Focus Impact Sponsor, LLC in the amount of 557,290 shares.

4.	REIMBURSEMENT OF EXPENSES

In addition to the fees payable under this Agreement, the Company hereby agrees to pay or cause to be paid directly, or to reimburse or cause to be reimbursed to the Consultant or the Consultant Affiliates (at the election and direction of the Consultant or Consultant Affiliates, as applicable), for the Consultant’s and the Consultant Affiliates’ reasonable and documented out-of-pocket expenses incurred by the Consultant or the Consultant Affiliates and their respective personnel in connection with the Consulting Services. All reimbursements for out-of-pocket expenses contemplated under this Section 4 shall be made by wire transfer of immediately available funds to an account designated by the Consultant or the Consulting Affiliates, as the case may be, promptly upon, and in any event within thirty (30) days following, receipt of reasonable documentation from the Consultant or the Consultant Affiliates in connection therewith.

TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect for a term of three (3) years unless earlier terminated as provided herein (the “Term”); provided that this Agreement shall be automatically extended for successive one (1)-year periods at the end of each year unless either the Consultant or the Company provides a prior written notice of its desire not to automatically extend the then-current Term to the other party at least 120 days prior to the end of each year during the Term.

6.	TERMINATION

The Consultant, on the one hand, or the Company, on the other hand, may terminate this Agreement upon 120 days’ prior written notice to the other party. In the event the Company terminates this Agreement without “Cause,” the Company shall pay or cause to be paid the Consultant any and all fees that would be due and payable through the expiration of the then-current Term if this Agreement had not been so terminated. For the purpose of this Section 6, “Cause” shall mean (a) the Consultant’s material failure to perform the Consulting Services as and when requested by the Company, provided that the Company has notified the Consultant in writing of such condition within thirty (30) days of the first occurrence of such condition, and the Consultant is provided with a period of no less than thirty (30) days following such notice to cure such condition, or (b) the Consultant’s entry into an agreement for similar services with another producer of sustainable aviation fuel. In the event this Agreement is terminated for any other reason, the Company shall pay or cause to be paid the Consultant any and all fees that are due and payable through the date of such termination. The provisions of Sections 7 through 23 (inclusive) shall survive any termination of this Agreement.

7.	LIMITATION OF LIABILITY; RELEASE

(a) The Consultant makes no representations or warranties, express or implied, in respect of the services to be provided by the Consultant or any Consultant Affiliate hereunder. In no event shall the Consultant or any Consultant Affiliate be liable to the Company for any act, alleged act, omission or alleged omission that does not constitute intentional fraud, gross negligence or willful misconduct of the Consultant as determined by a final, non-appealable determination of a court of competent jurisdiction.

(b) Neither the Consultant nor any of its Consultant Affiliates shall have any liability to the Company on account of (a) any advice which either the Consultant any Consultant Affiliate renders to the Company, provided such Consultant or Consultant Affiliate reasonably believed in good faith that such advice was useful or beneficial to the Company at the time it was rendered,(b) the Consultant’s inability to obtain financing or achieve other results desired by the Company, (c) a failure by either the Consultant or any Consultant Affiliate to render services to the Company at any particular time or from time to time, or (d) the failure of any transaction or financing, including for which fees were paid hereunder, to meet the financial, operating, or other expectations of the Company. In addition, neither the Consultant nor any of its Consultant Affiliates shall have any liability to the Company for any indirect, special, incidental or consequential damages, including lost profits or savings, whether or not such damages are foreseeable, or for any third-party claims (whether based in contract, tort or otherwise), relating to, in connection with or arising out of this Agreement, including the services to be provided by the Consultant or any of its Consultant Affiliates hereunder, or for any act or omission that does not constitute intentional fraud, gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction or in excess of the fees actually received by the Consultant hereunder.

(c) The Company hereby irrevocably and unconditionally releases and forever discharges the Consultant and the Consultant Affiliates and their respective partners (both general and limited), members (both managing and otherwise), officers, directors, employees, attorneys, agents and representatives from any and all liabilities, claims and causes of action in connection with the services contemplated by this Agreement or the engagement of the Consultant pursuant to, and the performance by the Consultant of the services contemplated by, this Agreement that the Company may have, or may claim to have, on or after the date hereof, except with respect to any act or omission that constitutes intentional fraud, gross negligence or willful misconduct as determined by a final, non-appealable determination of a court of competent jurisdiction.

8.	INDEMNIFICATION

The Company hereby agrees to defend, indemnify and hold harmless, to the fullest extent permitted by applicable law, the Consultant, the Consultant Affiliates and each of their respective general partners, managing members, owners, members, partners, officers, directors, employees, attorneys, representatives and agents (each such Person being an “Indemnified Party”), from and against any and all actions, suits, investigations, losses, liabilities, damages, claims or expenses (including the fees and expenses of counsel) including in connection with seeking indemnification, whether joint or several (collectively, the “Liabilities”), related to, arising out of or in connection with the services contemplated by this Agreement or the engagement of the Consultant pursuant to, and the performance by the Consultant and any Consultant Affiliates of the services contemplated by this Agreement, whether or not pending or threatened, whether or not an Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by the Company. The Company will reimburse any Indemnified Party for all reasonable costs and expenses (including reasonable attorneys’ fees and expenses and any other litigation-related expenses) as they are incurred in connection with investigating, preparing, pursuing, defending or assisting in the defense of any action, claim, suit, investigation or proceeding from which the Indemnified Party would be entitled to indemnification under the terms of the previous sentence, or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. The Company hereby agrees that it will not, without the prior written consent of the Indemnified Party, settle, compromise, or consent to the entry of any judgment in any pending or threatened claim, action or proceeding relating to the matters contemplated hereby (if any Indemnified Party is a party thereto or has been threatened to be made a party thereto) unless such settlement, compromise or consent includes an unconditional release of the Indemnified Party from all liability, without future obligation or prohibition on the part of the Indemnified Party, arising or that may arise out of such claim, action or proceeding, and does not contain an admission of guilt or liability on the part of the Indemnified Party. The Company will not be liable under the foregoing indemnification provision with respect to any particular loss, claim, damage, liability, cost or expense of an Indemnified Party that is determined by a court, in a final judgment from which no further appeal may be taken, to have resulted solely from the gross negligence or willful misconduct of such Indemnified Party. The rights and obligations of an Indemnified Party to indemnification hereunder will be in addition to any other rights and remedies any such other Person may have under any other agreement or instrument to which each Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under any law or regulation.

9.	CONFIDENTIALITY

No advice rendered by the Consultant or any Consultant Affiliate, whether formal or informal, may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without the Consultant’s prior written consent. Unless otherwise required by applicable law or regulatory authority, all information provided hereunder (including the terms of this Agreement) by one party hereto (the “Disclosing Party”) to another party hereto (the “Receiving Party”) shall be confidential and shall not be disclosed to third parties without the prior written approval of the Disclosing Party, except where such information is at the time of the disclosure or thereafter becomes available (a) to the general public (other than as a result of its disclosure by the Receiving Party); or (b) to the Receiving Party on a non-confidential basis from a Person not bound by confidentiality obligations. The Receiving Party shall be responsible for any breach of the obligation set forth in this Section 9 by its affiliates, representatives and agents.

10.	INDEPENDENT CONTRACTOR

The Consultant, the Consultant Affiliates and their respective personnel shall, for purposes of this Agreement, be independent contractors with respect to the Company. The Consultant is not and, in providing the Consulting Services hereunder, will not hold itself out as an employee, agent or partner of the Company.

11.	GOVERNING LAW

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Subject to Section 12, any Dispute (as defined below) relating hereto shall be heard in the state or federal courts of or located in New York, New York, in the borough of Manhattan (a “Competent Court”), and the parties agree to jurisdiction and venue therein.

12.	ARBITRATION

Any dispute, controversy, or claim (each a “Dispute”) arising out of, resulting from, relating to, or in connection with this Agreement, including any Dispute regarding the validity or termination of this Agreement, or the performance or breach of any of the provisions of this Agreement, shall be resolved exclusively by arbitration, before a single arbitrator, in accordance with the rules and regulations of the American Arbitration Association or its legal successor in effect at the time of the arbitration. The arbitration award in any such arbitration may be confirmed by any Competent Court. Any such arbitration shall take place in Manhattan, New York. In the event of any such arbitration, the prevailing party shall be awarded its costs and reasonable attorney’s fees as part of the award, and the costs of the arbitration shall be borne by the parties on such equitable basis as the arbitrators shall determine. Except as may be required by applicable law, statute, rule, regulation, order, or decree, each party agrees to maintain confidentiality with respect to all aspects of this Agreement and any arbitration, including their existence, conduct, and results, except that nothing herein shall prevent a party from disclosing information regarding such arbitration for purposes of proceedings to enforce this clause, to enforce the award granted in such arbitration, or for purposes of seeking provisional remedies from a Competent Court. The parties further agree to obtain the agreement of the arbitral tribunal to preserve the confidentiality of the arbitration.

13.	WAIVER OF JURY TRIAL

EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (A) ARISING OUT OF, RESULTING FROM, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE.

14.

NOTICES

Except as otherwise specifically provided herein, notice given hereunder shall be deemed sufficient if delivered personally or sent by registered or certified mail to the address of the party for whom such notice is intended at the principal executive offices of such party or at such other address as such party may hereinafter specify by written notice to the other party or by e-mail or similar electronic delivery.

15.	ASSIGNMENT

No party hereto may assign any obligations hereunder to any other party without the prior written consent of the other parties (which consent shall not be unreasonably withheld); provided that the Consultant may, without the consent of the Company, assign its rights under this Agreement to any of its Consultant Affiliates.

16.	SUBSEQUENT SUBSIDIARIES

If at any time after the date upon which this Agreement is executed, the Company acquires or creates one or more subsidiary corporations or other entities (a “Subsequent Subsidiary”), the Company shall cause, or in the case of Subsequent Subsidiaries that are not direct or indirect subsidiaries of the Company, shall cause to the extent it is able, such Subsequent Subsidiary to be subject to this Agreement and all references herein to the Company shall be interpreted to include all Subsequent Subsidiaries.

17.

NO WAIVER

No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver by such party to the performance of any such covenant, duty, agreement, or condition or of any such breach. No waiver by any party of any breach of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any preceding or succeeding breach of such provision or of any other provision herein contained.

18.	ENTIRE AGREEMENT

The terms and conditions hereof constitute the entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersede all previous communications, either oral or written, representations, or warranties of any and every kind whatsoever, except as expressly set forth herein.

19.	THIRD PARTY BENEFICIARIES

Except as is otherwise provided herein, the terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns and not any other Person.

20.	SEVERABILITY

In the event that any provision of this Agreement shall be held to be void or unenforceable in whole or in part, the remaining provisions of this Agreement and the remaining portion of any provision held void or unenforceable in part shall continue in full force and effect.

21.	CONSTRUCTION

The definitions in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”; and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references to “$” shall mean the lawful currency of the United States. All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any reference to this Agreement or other documents herein shall mean such document as amended, restated, supplemented or otherwise modified from time to time and (b) all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time. This Agreement was jointly prepared by the Company and the Consultant. The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent and no rule of strict construction shall be applied against any party hereto.

22.	COUNTERPARTS

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute one and the same agreement binding on all the parties hereto. Delivery of an executed signature page to this Agreement by customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually signed counterpart of this Agreement.

23.	DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, unless the context otherwise requires, the following terms shall have the following meanings for purposes of this Agreement:

“Brokerage Services” means buying or selling securities for the Company or its Subsidiaries, including offers, purchases or placements of securities.

“Investment Advisory Services” means investment advice with respect to the value of securities or as to the advisability of investing in, purchasing, or selling securities.

“Person” means an individual, a corporation, limited liability company, association, partnership, joint venture, organization, business, trust, or any other entity or organization, including a government or any subdivision or agency thereof.

[signature pages follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

	THE CONSULTANT:

	FOCUS IMPACT PARTNERS, LLC

	By	/s/ Wray Thorn
	Name:	Wray Thorn
	Title:	Authorized Signatory

	THE COMPANY:

	DEVVSTREAM CORP.

	By:	/s/ Sunny Trinh
	Name:	Sunny Trinh
	Title:	Chief Executive Officer

[Signature Page to Strategic Consulting Agreement]

Exhibit 10.21

THE SECURITIES REPRESENTED HEREBY, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, AND THE SECURITIES ISSUABLE UPON CONVERSION THEREOF HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) SUBJECT TO THE COMPANY’S CONSENT, TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.

DEVVSTREAM CORP.

5.30% SECURED CONVERTIBLE NOTE

NOTE CERTIFICATE NO. [●]

Principal Amount: $[●]

DEVVSTREAM CORP. (the “Company”), a corporation incorporated under the laws of the Province of Alberta, for value received, hereby acknowledges itself indebted and promises to pay to [●] of [●] or its registered assigns (hereinafter referred to as the “holder” or the “Noteholder”) the Principal Amount (as defined herein) in the manner hereinafter provided at such place as the Noteholder may designate by notice in writing to the Company, on such date as the Principal Amount may become due and payable hereunder, and to pay interest on the Principal Amount outstanding from time to time owing hereunder to the date of payment as hereinafter provided, both before and after maturity or demand, default and judgement.

Subject to the terms set forth herein, on the Maturity Date (as defined herein), the outstanding Principal Amount of the Note and any accrued and unpaid interest will become due and payable. Alternatively, should the holder exercise its option to convert, then on the Conversion Date (as defined herein), the outstanding Principal Amount of the Note and any accrued and unpaid interest as of the Conversion Date will be converted into Shares (as defined herein) at the Conversion Price (as defined herein). This Note is issued subject to the terms and conditions appended hereto as Schedule “A”. Unless otherwise indicated, all monetary amounts herein are in United States dollars.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Note to be executed by a duly authorized officer.

DATED for reference this [●]

	DEVVSTREAM CORP.

	Per:
		Authorized Signatory

(See terms and conditions attached hereto)

SCHEDULE “A”

TERMS AND CONDITIONS FOR 5.30% SECURED CONVERTIBLE NOTE

ARTICLE 1

DEFINITIONS AND INTERPRETATION

1.1	Definitions

In this Note, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the meanings set out below:

(a)	“Applicable Securities Laws” means the securities laws, regulations, policies, notices, rulings and orders in the Provinces of British Columbia, Alberta and Ontario, as well as the federal and state securities laws of the United States;

(b)	“Business Day” means a day, other than a Saturday, Sunday or a day on which major commercial banks are CLOSED in the Provinces of British Columbia or Alberta or in New York City;

(c)	“Capital Reorganization” has the meaning ascribed thereto in Section 5.4(a)(i)

(d)	“Company” means DevvStream Corp.;

(e)	“Conversion Date” has the meaning ascribed thereto in Section 5.2(c);

(f)

“Conversion Price” means the price that is a 25% discount to the 20-day VWAP of the Shares on the Exchange calculated on the date of the Conversion Date; provided, that, to the extent that the number of Shares issuable on conversion is greater than the number of Shares equal to the Principal Amount and all accrued interest on this Note divided by the De-SPAC Floor Price (the “Maximum Shares”), then the amount of Initial Conversion Shares shall be the Maximum Shares;

(g)	"Current Market Price” has the meaning ascribed thereto in Section 5.4(b);

(h)	“De-SPAC Floor Price” means $0.867;

(i)	“Exchange” means the Nasdaq Global Market;

(j)	“Events of Default” has the meaning ascribed thereto in Section 6.1;

(k)	“Issue Date” means [●];

(l)	“Maturity Date” means two years from the Issue Date;

(m)	“Note” means this 5.3% secured convertible note;

(n)	“Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, monetary authority, commission, department or instrumentality thereof, or any court, tribunal or arbitrator, whether foreign or domestic;

(o)	“Person” means an individual, partnership, corporation, limited or unlimited liability company, trust, unincorporated association, joint venture or government or any agent, instrument or political subdivision thereof, and any stock exchange;

(p)	“Principal Amount” means the principal amount outstanding under this Note, as set forth on the face page to this Note;

(q)	“Reclassification of Shares” has the meaning ascribed thereto in Section 5.4(c);

(r)	“Regulation D” means Regulation D under the U.S. Securities Act;

(s)	“Regulation S” means Regulation S under the U.S. Securities Act;

(t)	“Rights Offering” has the meaning ascribed thereto in Section 5.4(a)(ii);

(u)	“Shares” means fully-paid and non-assessable common shares in the capital of the Company as constituted on the date hereof and which the Noteholder can elect to receive upon a conversion of this Note as set out in Article 5;

(v)	“Special Distribution” has the meaning ascribed thereto in Section 5.4(a)(iii);

(w)	“Time of Expiry” has the meaning ascribed thereto in Section 5.4(a)(i);

(x)	“United States”, or “U.S.” means, as the context requires, the United States of America, its territories and possessions, any state of the United States, and/or the District of Columbia;

(y)

“U.S. Person” has the meaning ascribed to it in Rule 902(k) of Regulation S (the definition of which includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States, (iii) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized, or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts, and (iv) any estate or trust of which any executor or administrator or trustee is a U.S. Person); and

(z)	“VWAP” on any date means the volume weighted average trading price of the Shares on the Exchange for the prior number of trading days as indicated herein.

1.2	Interpretation

For the purposes of this Note, except as otherwise expressly provided herein:

(a)	the words “herein”, “hereof”, and “hereunder” and other words of similar import refer to this Note as a whole and not to any particular Article, clause, subclause or other subdivision or Schedule;

(b)	a reference to an Article or Section means an Article or Section of this Note, as applicable;

(c)	the headings are for convenience only, do not form a part of this Note and are not intended to interpret, define or limit the scope, extent or intent of this Note or any of its provisions;

(d)

the word “including”, when following a general statement, term or matter, is not to be construed as limiting such general statement, term or matter to the specific items or matters set forth or to similar items or matters (whether or not qualified by non‑limiting language such as “without limitation” or “but not limited to” or words of similar import) but rather as permitting the general statement or term to refer to all other items or matters that could reasonably fall within its possible scope;

(e)	unless otherwise indicated, all monetary amounts herein are in United States dollars; and

(f)	words importing the masculine gender include the feminine or neuter, words in the singular include the plural, words importing a corporate entity include individuals, and vice versa.

ARTICLE 2

NOTE

2.1	Principal Amount and Repayment

The Company agrees that it is indebted to the Noteholder in the amount of the Principal Amount of the Note, together with accrued interest thereon, in accordance with the terms and conditions of this Note. The Company will repay to the Noteholder the Principal Amount, together with interest thereon, on or before the Maturity Date, subject to conversion, as applicable, pursuant to the terms set forth herein.

2.2	Interest on Note

The Principal Amount of the Note outstanding from time to time will bear simple, non-cumulative interest from the Issue Date at a rate of 5.30% per annum, calculated at the Maturity Date or the Conversion Date, if applicable, on the basis of 365 days per year and payable only (a) in cash at the Maturity Date; (b) in Shares on the Conversion Date in accordance with Article 5, or (c) in connection with an Event of Default in accordance with Article 7. If the Company fails to make any payment of Principal Amount or interest required to be made hereunder, on the day on which the same is due and payable, the Company will pay interest on the amount or amounts so required to have been paid at the rate of interest as aforesaid calculated and payable from the date of such failure until the date of payment.

2.3	Outstanding Balance

The actual outstanding balance of the Note from time to time shall be the aggregate outstanding Principal Amount of the Note, together with accrued interest thereon and all other amounts payable by the Company to the Noteholder pursuant to this Note.

2.4

Security

This Note constitutes a direct senior obligation of the Company. As continuing security for the due and timely payment by the Company of all amounts owing under this Note, the Company will grant the Noteholder a first ranking security interest in all of the carbon credits and similar environmental assets held by the Company, presently existing or hereafter created or acquired, and the Company will, within 14 days of the date of this Note, deliver to the Noteholder a security agreement in registerable form evidencing the Noteholder’s security interest. The Company will not grant any other debt instruments or security interests which rank equal or senior to this Note without the written consent of the Noteholder.

ARTICLE 3

PREPAYMENT

3.1	Right of Prepayment

The Issuer has the right and privilege of prepaying the whole or any portion of the Principal Amount of this Note, together with any accrued and unpaid interest thereon, at any time prior to the Maturity Date without notice, bonus or penalty. All such prepayments shall be applied first in satisfaction of any accrued but unpaid interest and thereafter to the outstanding Principal Amount.

ARTICLE 4

COVENANTS

4.1	Covenants of the Company

The Company covenants and agrees with the Noteholder that for such time as this Note remains outstanding, unless otherwise consented to in writing by the Noteholder:

(a)	Observe Obligations. The Company will duly pay or cause to be paid to the Noteholder the Principal Amount and interest of this Note and any other amounts owed to the Noteholder in the manner set forth herein;

(b)	Reservation of Shares. The Company shall at all times have reserved for issuance out of its authorized capital a sufficient number of Shares to satisfy its obligations to issue and deliver Shares upon the due conversion of the Note;

(c)

Approvals and Filings. The Company shall, in connection with the execution and delivery of this Note and the possible conversion of the Note into Shares, obtain any and all requisite approvals of the shareholders of the Company and statutory and regulatory approvals required to effect and complete the same and shall file all notices, reports and other documents required to be filed by or on behalf of the Company pursuant to Applicable Securities Laws in respect thereof, including the rules and regulations of the Exchange;

(d)	Listing. The Company shall at all times while this Note is outstanding, use its commercially reasonable efforts to maintain the listing of the Shares on the Exchange;

(e)

Securities Laws. All Shares issued to the Noteholder upon conversion of the Note or any part thereof shall be made pursuant to an exemption from prospectus and registration requirements available to the Noteholder or the Company in respect of the transactions contemplated herein under Applicable Securities Laws; and

(f)

No Additional Debt. The Company shall not incur any debt, other than indebtedness incurred in the ordinary course of business, without the written consent of the Noteholder, provided that the Noteholder shall not unreasonably withhold consent to further debt by the Company if such additional indebtedness is determined by the board of directors of the Company to be in the best interests of the Company.

ARTICLE 5

CONVERSION OF PRINCIPAL AMOUNT

5.1	Conversion

The Principal Amount and all accrued interest on this Note will be convertible Shares at the option of the Noteholder at any time prior to repayment by the Company as set out in Section 5.2 below, at the Conversion Price.

5.2	Manner of Conversion

(a)

The Noteholder may convert this Note, in whole but not in part, into Shares at the Conversion Price by delivering to the Company at the address provided for herein, a notice in writing of the Noteholder’s election to convert the Note. Thereupon, the Noteholder shall be entitled to be entered in the books of the Company as at the Conversion Date as the holder of the number of Shares into which this Note is convertible in accordance with the provisions of this Note.

(b)

This Note shall be deemed to be surrendered for conversion on the date (the “Conversion Date”) on which notice is delivered pursuant to Section 5.2(b). If this Note is surrendered for conversion on a day on which the register of Shares is closed, the person or persons entitled to receive the Shares shall become the holder or holders of record of such Shares as at the date on which such register is next re-opened.

(c)

The Noteholder or, subject to payment of all applicable stamp or security transfer taxes or other governmental charges by such Noteholder, the Noteholder's nominee(s) or assignee(s), shall be entitled to be entered in the books of the Company as of the Conversion Date as the holder of the number of Shares into which the Note is convertible.

5.3	No Requirement to Issue Fractional Securities

The Company shall not be required to issue fractional Shares upon the conversion of the Note pursuant to this Article 5 and the number of Shares to be issued pursuant to this Article 5 shall be rounded down to the nearest whole number without compensation therefor.

5.4	Adjustment of Conversion Price

(a)	Where applicable, the Conversion Price in effect at any time will be subject to adjustment from time to time as follows:

(i)

If and whenever at any time up to and including the Conversion Date (referred to in this §5.4 as the “Time of Expiry”), the Company will:

(A)

subdivide, redivide or change its Shares into a greater number of shares;

(B)

consolidate, reduce or combine its Shares into a lesser number of shares; or

(C)

issue Shares to all or substantially all of the holders of its Shares by way of a stock dividend or other distribution on such Shares payable in Shares (other than dividends paid in the ordinary course);

(any such event being hereinafter referred to as a “Capital Reorganization”), the Conversion Price will be adjusted by multiplying the Conversion Price in effect on the effective date of such event referred to in §5.4(b)(i) or §5.4(b)(ii) or on the record date of such stock dividend referred to in §5.6(a)(iii), as the case may be, by a fraction, the numerator of which will be the number of Shares outstanding before giving effect to such Capital Reorganization and the denominator of which will be the number of Shares outstanding after giving effect to such Capital Reorganization. Such adjustment will be made successively whenever any Capital Reorganization will occur and any such issue of Shares by way of a stock dividend or other such distribution will be deemed to have been made on the record date thereof for the purpose of calculating the number of outstanding Shares;

(ii)

If and whenever at any time prior to the Time of Expiry, the Company will fix a record date for the issuance of rights, options or warrants to all or substantially all the holders of Shares entitling them, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares at a price per share (or having a conversion or exchange price per share) of less than 95% of the Current Market Price per Share on such record date (any such event being hereinafter referred to as a “Rights Offering”), the Conversion Price will be adjusted immediately after such record date so that it will equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will be the total number of Shares outstanding on such record date plus a number equal to the number determined by dividing the aggregate purchase price of the additional Shares offered for subscription or purchase by such Current Market Price per Share, and of which the denominator will be the total number of Shares outstanding on such record date plus the number of the additional Shares offered for subscription or purchase. Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purpose of any such computation. Such adjustment will be made successively whenever such a record date is fixed. To the extent that such Rights Offering is not made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price will then be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued;

(iii)

If and whenever at any time prior to the Time of Expiry, the Company will fix a record date for the distribution to all or substantially all the holders of its Shares of:

(A)

shares of any class whether of the Company or any other corporation (excluding dividends paid in the ordinary course);

(B)

rights, options or warrants;

(C)

evidences of indebtedness; or

(D)

other assets or property (excluding dividends paid in the ordinary course);

and if such distribution does not constitute a Capital Reorganization or a Rights Offering or does not consist of rights, options or warrants entitling the holders, for a period expiring not more than 45 days after such record date, to subscribe for or purchase Shares at a price per share or having a conversion or exchange price per share of at least 95% of the Current Market Price per Share on such record date (any such non-excluded event being hereinafter referred to as a “Special Distribution”), the Conversion Price will be adjusted immediately after such record date so that it will equal the price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator will be the total number of Shares outstanding on such record date multiplied by the Current Market Price per Share determined on such record date, less the excess of the fair market value (as determined by the board of directors of the Company, which determination will be conclusive) of such Special Distribution over the fair market value (as determined by the board of directors of the Company, which determination will be conclusive) of the consideration therefor, if any, received by the Company and of which the denominator will be the total number of Shares outstanding on such record date multiplied by such Current Market Price per Share. Any Shares owned by or held for the account of the Company will be deemed not to be outstanding for the purposes of any such computation. Such adjustment will be made successively whenever such a record date is fixed. The extent that such Special Distribution is not so made or to the extent any such rights, options or warrants are not exercised prior to the expiration thereof, the Conversion Price will then be readjusted to the Conversion Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued;

(b)	For the purpose of any computation under §5.4(a)(ii) or §5.4(a)(iii), the “Current Market Price” per Share at any date will be the closing market price per share of such Shares on the day immediately preceding such date on the Exchange;

(c)

If and whenever at any time prior to the Time of Expiry, there is a reclassification or change of Shares into other shares or there is a consolidation, merger, reorganization or amalgamation of the Company with or into another corporation or entity that results in any reclassification of Shares or a change of Shares into other shares or there is a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another person (any such event being hereinafter referred to as a “Reclassification of Shares”), the Noteholder will be entitled to receive and will accept, upon the exercise of the Noteholder’s right of conversion at any time after the effective date thereof, in lieu of the number of Shares of the Company to which the Noteholder was theretofore entitled on conversion, the kind and amount of shares or other securities or money or other property that the Noteholder would have been entitled to receive as a result of such Reclassification of Shares, if, on the effective date thereof, the Noteholder had been the registered holder of the number of such Shares to which the Noteholder was theretofore entitled upon conversion, subject to adjustment thereafter in accordance with provisions the same, as nearly as may be possible, as those contained in this §5.4; provided, however, that the De-SPAC Transaction shall not constitute a Reclassification of Shares under this §5.4(c);

(d)

In any case in which this §5.4 will require that an adjustment become effective immediately after a record date or agreement date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing or transferring to the Noteholder who converts on a Conversion Date after such record date or agreement date and before the occurrence of such event the additional Shares issuable upon conversion by reason of the adjustment of the Conversion Price required by such event before giving effect to such adjustment; provided, however, that the Company will deliver to the Noteholder an appropriate instrument evidencing the Noteholder’s right to receive such additional Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Shares on and after the Conversion Date or such later date as the Noteholder would, but for the provisions of this §5.4(d), have become the holder of record of such additional Shares pursuant to this §5.4;

(e)

In case the Company after the date hereof will take any action affecting its Shares, other than any action described in this §5.4, which in the opinion of the Company, acting reasonably, would materially affect the conversion rights of the Noteholder, the Conversion Price will be adjusted in such manner, at such time and by such action by the directors of the Company, as they may determine, acting reasonably, to be equitable to the Noteholder and the Company in the circumstances, but subject in all cases to any necessary regulatory approval;

(f)

The adjustments provided for in this §5.4 are cumulative and will apply to successive subdivisions, redivisions, reductions, combinations, consolidations, distributions, issues or other events resulting in any adjustment under the provisions of this Section, provided that, notwithstanding any other provision of this Section, no adjustment will be made which would result in any increase in the Conversion Price (except upon a consolidation, reduction or combination of outstanding Shares) and no adjustment of the Conversion Price will be required unless such adjustment would require a decrease of at least 1% in the Conversion Price then in effect; provided, however, that any adjustments which by reason of this subsection 5.4(f) are not required to be made will be carried forward and taken into account in any subsequent adjustment;

(g)

In the event of any dispute arising with respect to the adjustments provided in this §5.4, such question will be conclusively determined by a firm of chartered accountants appointed by the Company (who may be auditors of the Company) and acceptable to the Noteholder. Such accountants will have access to all necessary records of the Company and such determination will be binding upon the Company and the Noteholder; and

(h)

Notwithstanding any other provision herein contained, no adjustment to the Conversion Price will be made in respect of any event described in this §5.4 (other than the events referred to in paragraphs (i) and (ii) of subsection (a)), if the Noteholder is entitled, without converting the Note, to participate in such event on the same terms mutatis mutandis as if the Noteholder had converted the Note into Shares prior to or on the effective date or record date of such event.

5.5	Resale Restrictions

The Noteholder acknowledges and agrees that:

(a)	All Shares issued to the Noteholder upon conversion of the Note will be subject to resale restrictions imposed under Applicable Securities Laws, and the rules of regulatory bodies having jurisdiction over the Company;

(b)

The Note and the underlying Shares have not been and will not be registered under the U.S. Securities Act or under any U.S. state securities laws, and conversion of the Note will be effected in reliance on an exclusion or an exemption from the registration requirements of the U.S. Securities Act and any applicable U.S. state securities laws;

(c)	If the Note was originally issued in reliance on the exemption from registration provided by Rule 506(b) of Regulation D, the Note is, and any Shares issued upon conversion thereof will be, “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act;

(d)

Until such time as the same is no longer required under the U.S. Securities Act or applicable U.S. state securities laws, the certificates or other instruments representing any Shares issued as restricted securities upon conversion of the Note pursuant to the exemption from registration provided by Rule 506(b) of Regulation D, and all certificates or other instruments issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY: (A) SUBJECT TO THE COMPANY’S CONSENT, TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; AND, IN THE CASE OF CLAUSE (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT. THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

provided, that if the Shares are being sold outside the United States in compliance with the requirements of Rule 904 of Regulation S and the Company qualifies as a “foreign issuer” (as defined in Rule 902 of Regulation S) at the time of issuance of such Shares, the legend set forth above in this Section 5.5(f) may be removed by providing a declaration to the registrar and transfer agent of the Company, in such form as the Issuer may prescribe from time to time; and provided, further, that, if the Shares are being sold otherwise than in accordance with Rule 904 of Regulation S and other than to the Company, the legend may be removed by delivery to the registrar and transfer agent and the Company of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to the Company that such legend is no longer required under applicable requirements of the U.S. Securities Act;

(e)	The Company is not obligated to remain a “foreign issuer.”

ARTICLE 6

EVENTS OF DEFAULT

6.1

General

The occurrence of any one or more of the following events (“Events of Default”) will constitute a default hereunder (whether any such event is voluntary or involuntary or is effected by operation of law or pursuant to or in compliance with any judgment, decree or order of any court of any order, rule or regulation of any administrative or governmental body):

(a)

Non-Compliance: the Company fails to observe or perform one or more material covenants, agreements, conditions or obligations in favour of the Noteholder, including a failure to pay any or all of the Principal Amount, interest and other monies due under the Note when due, and such failure continues unremedied for a period of 30 days;

(b)	Ceasing to Carry on Business: the Company ceases or threatens to cease to carry on business or causes any material subsidiary to cease or threaten to cease to carry on business;

(c)

Bankruptcy or Insolvency: the Company or any of its material subsidiaries becomes insolvent or makes a voluntary assignment or proposal in bankruptcy or otherwise acknowledges its insolvency, or a bankruptcy petition is filed or presented against the Company or any of its material subsidiaries, or the Company or any of its material subsidiaries commits or threatens to commit an act of bankruptcy;

(d)	Receivership: a receiver or receiver manager of the Company or any of its material subsidiaries is appointed under any statute or pursuant to any document issued by the Company or any of its material subsidiaries;

(e)

Compromise or Arrangement: any proceedings with respect to the Company or any of its material subsidiaries are commenced under the compromise or arrangement provisions of the corporations statute pursuant to which the Company or such subsidiaries are governed, or the Company or any of its material subsidiaries enter into an arrangement or compromise with any or all of their respective creditors pursuant to such provisions or otherwise;

(f)	Companies' Creditors Arrangement Act: any proceedings with respect to the Company are commenced in any jurisdiction under the Companies' Creditors Arrangement Act (Canada) or any similar legislation; and

(g)	Liquidation: an order is made, a resolution is passed, or a petition is filed, for the liquidation, dissolution or winding-up of the Company or any of its material subsidiaries.

ARTICLE 7

RIGHTS, REMEDIES AND POWERS

7.1	Upon Default

Upon the occurrence of an Event of Default and at any time thereafter, so long as such Event of Default is continuing, the Noteholder may exercise any or all of the rights, remedies and powers of the Noteholder under any applicable legislation or otherwise existing, whether under this Note or any other agreement or at law or in equity, and in addition will have the right and power (but will not be obligated) to declare any or all of the Note to be immediately due and payable.

7.2

Waiver

Without limiting Section 8.2 hereof, the Noteholder in its absolute discretion may, at any time and from time to time by written notice, waive any breach by the Company of any of its covenants or agreements herein. No failure or delay on the part of the Noteholder to exercise any right, remedy or power given herein or by any other existing or future agreement or now or hereafter existing by statute, at law or in equity will operate as a waiver thereof, nor will any single or partial exercise of any such right, remedy or power preclude any other exercise thereof or the exercise of any other such right, remedy or power, nor will any waiver by the Noteholder be deemed to be a waiver of any subsequent, similar or other event.

ARTICLE 8

OTHER AGREEMENTS

8.1	Tax Characterization and Withholding Taxes

Unless otherwise required by applicable law, the Noteholder and the Company agree to treat the Note as debt of the Company for U.S. federal and applicable state income tax purposes. If the Company is obliged to withhold any payment hereunder on account of present or future taxes, duties, assessments or other governmental charges required by law, the Company shall make such withholding or deduction and pay the balance owing to the Noteholder, such withheld or deducted amounts shall be treated for all purposes has having been paid to the Noteholder to whom such amounts would otherwise have been paid. For greater certainty, the Company may reduce the number of Shares (based on the Conversion Price as set out in Article 5 hereof) issuable to the Noteholder pursuant to Article 5 to satisfy its withholding obligations.

8.2	Amendment and Waiver

Neither this Note nor any provision hereof may be amended, waived, discharged or terminated except by a document in writing executed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

8.3	Notices and Other Instruments

Any notice, demand or other communication required or permitted to be given to any party hereunder shall be in writing and shall be:

(a)	personally delivered to such party; or

(b)	except during a period of strike, lock-out or other postal disruption, sent by double registered mail, postage prepaid to the address of such party set forth below; or

(c)	sent by facsimile transmission or other means of electronic communication to the address of such party set forth below;

and shall be deemed to have been received by such party on the earliest of the date of delivery under subsection 8.3(a), the actual date of receipt when mailed under subsection 8.3(b) and the Business Day following the date of communication under subsection 8.3(c).

(i)

if to the Company, at:

DevvStream Corp.

2108 N St., Suite 4254

Sacramento, CA 95816

Attention: David Goertz, CFO

E-mail: info@devvstream.com

With a copy to (which will not constitute notice) to:

Kirkland & Ellis LLP

601 Lexington Avenue, New York, NY 10022

Attention: Peter Seligson

Email: peter.seligson@kirkland.com

McMillan LLP

Royal Centre, 1055 W. Georgia Street, Suite 1500

PO Box 11117

Vancouver, BC V6E 4N7

Attention: Mark Neighbor

Email: mark.neighbor@mcmillan.ca

(ii)

if to the Noteholder, at the address set forth on the face page to this Note.

Any party may give written notice to the other parties of a change of address to some other address, in which event any communication shall thereafter be given to such party as hereinbefore provided, at the last such changed address of which the party communication has received written notice.

8.4	Maximum Rate

Notwithstanding any other provisions of this Note or any other agreement, the maximum amount (including interest, fees, bonus and any other consideration) payable to the Noteholder in connection with the Note and each part thereof shall not exceed the maximum allowable return permitted under the laws of British Columbia and the laws of Canada applicable therein, and the provisions of this Note and all other existing and future agreements are hereby modified to the extent necessary to effect the foregoing.

8.5	Successors and Assigns

This Note shall be binding upon the Company and its successors and shall enure to the benefit of the Noteholder and its successors. This Note is not assignable without the consent of the Company, at its sole discretion. The Company shall maintain at its office a copy of each and any assignment of this Note delivered to it by the Noteholder and consented to by the Company and a register for the recordation of the name and address of the Noteholder’s successors and permitted assigns and remaining principal amount of, and interest accrued on, this Note (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Company and the Noteholder may treat each person whose name is recorded in the Register pursuant to the terms hereof as a Noteholder for all purposes of this Note, notwithstanding notice to the contrary. The Register shall be available for inspection by the Company and the Noteholder, at any reasonable time and from time to time upon reasonable notice. This Note is intended to be in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations, and the parties hereto shall report consistently therewith for all tax purposes. The Noteholder shall deliver to the Company a properly completed and duly executed IRS Form W-9 or applicable Form W-8, along with such other documentation that is reasonably requested by the Company that is reasonably necessary for the Company to determine whether any payment under this Note is subject to deduction or withholding for taxes under applicable law.

8.6	Headings, etc.

The division of this Note into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

8.7	Severability

The provisions of this Note are intended to be severable. If any provision of this Note shall be deemed by any court of competent jurisdiction or held to be invalid or void or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.

8.8	Noteholder's Rights and Remedies

In addition to the foregoing without limitation: (i) the Noteholder's rights and remedies hereunder shall be cumulative and not exclusive of any rights or remedies which it would otherwise have; (ii) no delay or omission by the Noteholder in exercising or enforcing any of the Noteholder's rights and remedies hereunder shall operate as, or constitute, a waiver thereof; (iii) no waiver by the Noteholder of any Event of Default shall operate as a waiver of any other default hereunder; (iv) no single or partial exercise of any of the Noteholder's rights or remedies hereunder, and no express or implied agreement or transaction of whatever nature entered into between the Noteholder and any Person, at any time, shall preclude the other or further exercise of the Noteholder's rights and remedies hereunder; (v) no waiver by the Noteholder of any of the Noteholder's rights and remedies hereunder on any one occasion shall be deemed a waiver on any subsequent occasion, nor shall it be deemed a continuing waiver; and (vi) the Noteholder's rights and remedies hereunder may be exercised at such time or times and in such order of preference as the Noteholder may determine.

8.9	Modification

From time to time the Company may modify the terms and conditions hereof for any purpose not inconsistent with the terms hereof, including the correction or rectification of any ambiguities, defective provisions, errors or omissions herein.

8.10	Governing Law

This Note shall be governed by and construed in accordance with the laws of the Province of British Columbia and of Canada applicable therein and shall be treated in all respects as a British Columbia contract.

Exhibit 14.1

Message from the CEO

To all DevvStream employees:

Climate Change poses one of the greatest risks to survival of the human species. It is imperative that we act quickly to remove greenhouse gas emissions from our atmosphere. In meeting this moment, our commitment to behave ethically and fairly will provide the basis for dealing with our various constituents: our colleagues, our customers, our investors, our communities, and our world.

The Code of Business Conduct (the “Code”), which has been approved by our Board of Directors, is the foundation of our compliance program and reflects our core values. It complements and is supplemented by our policies and procedures, which together with the Code, should guide your conduct in all settings.

The distinguishing factor for any company is its people. At DevvStream, we live daily through our shared values and our commitment to the highest standards of ethical conduct. We foster an environment that motivates our employees to love where they work and what they do every day.

Compliance with the law is a basic starting point and we will not tolerate violations. The Code is designed to help you navigate the primary laws that may apply to our business and provide some general guidance. Our leadership team is always available to assist you in understanding your legal obligations. But mere compliance with the law is not enough. We also insist on high standards of corporate ethics and integrity. The Code will also provide you with guidance in this area.

We understand that these issues can be complex. The Code is just one part of our compliance program. It is designed to supplement, not be a substitute for, other policy statements, employee handbooks, and compliance documents which may be published from time to time by DevvStream.

If you are every unsure of how to handle a situation, reach out to your manager or the Chief Operating Officer. Our Code has the full support of DevvStream’s leadership team and must be adhered to by all employees, officers, and directors worldwide.

Thank you for always acting with integrity and helping us uphold our values and our reputation.

Sunny Trinh

Chief Executive Officer

INTRODUCTION

DevvStream is committed to achieving the highest standards of professionalism and ethical conduct in its operations and activities and expects its employees to conduct their business according to the highest ethical standards of conduct and to comply with all applicable laws. All employees are expected to review and comply with DevvStream’s Code of Conduct.

At DevvStream, we conduct business ethically, honestly, with integrity, and in full compliance with all laws that apply to us wherever we do business. This Code of Business Conduct and Ethics sets forth the key ethical principles and rules that should govern our behavior. This Code is not intended to cover every law that applies to DevvStream, or to address every ethical issue that might arise in the course of your work for DevvStream. It is not a replacement for good judgment. This Code provides guidance and directs you to the right resources.

If you are ever unsure whether an act is ethical, ask yourself the following questions:

◾

Is the action legal?

◾

Does the action comply with the Code and all applicable DevvStream policies and procedures?

◾

Would the action withstand public scrutiny if disclosed?

◾

Will the action reinforce DevvStream’s reputation as an ethical company?

If you cannot answer these questions with an unqualified yes, you should seek guidance by discussing the situation with your manager or with our Chief Operating Officer before proceeding with the action.

This Code Applies to All of Us

This Code governs how all full-time and part-time employees, Executive Officers, and members of the Board of Directors of DevvStream or any DevvStream majority-owned subsidiaries and joint ventures (collectively “Employees”) should conduct business. More specific rules and day-to-day procedures are outlined in DevvStream’s policies and procedures, which can be found on the Company's internal SharePoint site under Operations/Company Policies.

DevvStream also expects its suppliers, contractors, consultants, and other business partners to follow these principles when providing goods and services to DevvStream or acting on our behalf.

Additional Responsibilities for Managers

All Employees who have supervisory authority over others have special responsibilities under the Code of Business Conduct and Ethics to lead by example, to escalate issues, and to maintain an ethical work environment at DevvStream. They must ensure that the Employees they supervise understand and follow the Code, and that they complete all required compliance training. Managers must encourage Employees to ask questions, make suggestions, and report wrongdoing. And managers have a responsibility to appropriately escalate any allegations of wrongdoing or violations of the Code, DevvStream policies, or the law that are brought to their attention to their manger, or the Chief Operating Officer.

Reporting Concerns and Violations

At DevvStream we have an open-door policy for reporting any and all concerns or potential issues. There are many ways that you may raise issues or concerns, including to your manager or any member of the Leadership Team or by sending an email to ethics@devvstream.com. You may raise issues or concerns anonymously.

If you are or become aware of any actual or potential violation of this Code, DevvStream’s policies, or the law, it is your responsibility to report the violation immediately.

DevvStream will not tolerate retaliation against any Employee who makes a good faith report about a violation or possible violation of applicable law, the Code, or any other DevvStream policy.

We Live Our Values and Are Good Citizens of Our Communities

DevvStream operates in an ethical manner, and expects Employees to conduct themselves in a way that promotes accountability, integrity, and trust – for each other, as well as for our business partners, regulators, and customers. Below are some of DevvStream’s guiding principles that we expect everyone to follow as we interact with people both inside and outside of the Company.

We Act with Integrity. Employees should always be mindful that their actions, whether intentional or inadvertent, could impact DevvStream’s reputation. Even more importantly, DevvStream and its Employees have an obligation to each other, our customers, and third parties to act ethically. Employees are responsible for being honest and truthful when interacting with others. Even when challenging situations arise, we expect employees to rise to the occasion and make ethical decisions.

We Do Not Tolerate Discrimination or Harassment. We are committed to providing equal opportunity in all aspects of employment. Providing people with equal opportunities to develop their full potential encourages higher quality and more productive work, reduces employee turnover, and increases employee morale and engagement. We make all employment-related decisions and actions without regard to personal characteristics such as race, sex, religion, national origin, sexual orientation, disability, or any other characteristic protected under applicable law and we will not tolerate discrimination in our selection, training and promotion processes. We will not tolerate harassment -- whether by words, actions or behavior -- or unlawful behaviors of any kind, including, for example, derogatory comments based on race or ethnicity, offensive jokes, or display of materials that offend a particular characteristic protected by applicable law, or unwelcome touching or sexual advances. For additional information, see DevvStream’s Equal Employment Opportunity Policy and Anti-Harassment Policy on the Company's internal SharePoint site under Operations/Company Policies.

We Create a Workplace that is Safe and Secure. Nothing is more important than the safety and health of our employees and contractors, our customers, and the communities in which we operate. At DevvStream, it is every Employee’s responsibility to create a safe and healthy environment. Employees are required to perform their work in accordance with applicable safety standards and practices. We do not tolerate violence in the workplace, which may include physical harm, direct or implied threats to physically harm others, or violent outbursts. Employees are entitled to a safe, secure, clean, and healthy working environment that complies with all relevant laws, rules, regulations, and policies, as well as DevvStream’s own standards and guidelines. All business activities must be conducted with all necessary permits, approvals, and controls. DevvStream Employees are responsible for understanding and complying with DevvStream’s Equal Employment Opportunity Policy and Anti-Harassment Policy. You must report any unsafe conditions or behavior immediately to our Chief Operating Officer .

We Respect Human Rights. At DevvStream, we conduct our business in a manner that respects human rights. We support fundamental human rights for all people. We do not use slave, child, forced, bonded, indentured, or involuntary prison labor. We do not engage in human trafficking or exploitation, or import goods tainted by slavery or human trafficking. We will not do business with any third party engaging in the use of forced or involuntary labor, human trafficking, or child labor. We prohibit physical punishment or abuse. We respect the right of employees to associate or not to associate with any group, as permitted by and in accordance with applicable laws and regulations. DevvStream, and any supplier, vendor, intermediary, or service provider working with DevvStream, must comply with all labor laws in the jurisdictions where it operates.

We Are Good Stewards of the Environment: We are committed to environmental stewardship and protecting environmental resources for future generations. We recognize that Climate Change poses one of the greatest risks to survival of the human species and that we are obligated to act. To that end, you must follow all environmental rules and regulations established by local, regional, or national authorities, as well as DevvStream’s own policies and reporting obligations.

We Treat People With Mutual Respect: We treat people with dignity and respect, and we set high standards for professional and ethical conduct that govern how we interact with customers, suppliers, colleagues, and members of the public. This includes extending courtesy and respect to individuals; respecting DevvStream property and that of others; acting fairly and honestly at all times; working together to achieve better results and taking steps to understand the laws and customs of the different countries in which we operate.

We Conduct Business Ethically

We Comply With All Applicable Laws and Regulations. Obeying the law is the foundation of our Code of Business Conduct and Ethics. DevvStream works with governments and corporations in different countries and jurisdictions, and Employees are required to comply with the applicable laws in all locations to which they travel and where DevvStream does business. Although Employees may not know the details of all laws, rules and regulations, it is important to know enough to determine when to seek advice. Employees are reminded that the law takes precedence in cases where the law imposes a more stringent standard than traditional or industry practices.

We Do Not Pay Bribes – To Anyone, at Any Time, for Any Reason. DevvStream is committed to complying with applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act (FCPA), the U.K. Bribery Act, and the anti-corruption laws of all other countries where we do business. It is never appropriate to offer, give, request, or accept bribes, kickbacks, or any other type of improper preferential benefit to or from anyone whether they are a government official, political candidate, party official, customer, supplier, business partner or third- party intermediary. In addition to cash, be aware that gifts, business entertainment (such as meals, travel, or other hospitality), offers of employment or internships (even if unpaid), political contributions or charitable donations may also constitute a bribe, kickback, or other type of unlawful benefit. DevvStream is committed to doing business only with business partners that share our ethical values and commitment to anti-corruption compliance. For more information, see the DevvStream Anti-Corruption Policy on the Company's internal SharePoint site under Operations/Company Policies.

We Comply With All Import-Export & Global Trade Laws. DevvStream’s ability to conduct business around the world is a privilege that must be carefully safeguarded. We must comply with all laws, rules, and regulations that govern these activities. These laws include trade laws and export controls and anti-boycott regulations that apply whether an employee is based in, or a citizen of, the United States or another country. The United States and many other countries also impose and enforce sanctions against certain individuals and companies worldwide, and the scope of these sanctions can vary widely. DevvStream does not do business with sanctioned individuals or companies. Employees are required to help ensure that DevvStream complies with all applicable trade laws in the jurisdictions where we do business and ensure that information provided to customs or other relevant authorities, as may be required from time to time, is current, accurate and complete.

We Comply with Anti-Money Laundering Laws. We comply with all applicable anti-money laundering and counter-terrorism financing laws and regulations. We will not attempt to conceal or “launder” illegally received funds or make the source of the funds appear legitimate. Employees must follow all company payment procedures. In addition, employees should be alert for and immediately report any irregular payments, unusual payment methods, refund requests or other suspicious transactions. For more information, see the Anti-Money Laundering & Countering the Financing of Terrorism Policy on the Company's internal SharePoint site under Operations/Company Policies.

We Do Not Trade on Inside Information. From time to time in the course of your work on behalf of DevvStream, you may have or receive material information about DevvStream or other companies that has not been disclosed publicly (inside information). Information is likely to be considered material if a reasonable investor would consider the information important in deciding whether to buy, sell or hold a stock or other security. If you have inside information about DevvStream or any other company, you must refrain from trading in DevvStream’s or that company’s stock, advising anyone else to do so, or communicating the information to anyone (i.e., “tipping”) until the information is disseminated to and absorbed by the public or is no longer material.

We Operate With Transparency

We avoid conflicts of interest

DevvStream respects the right of our employees, Executive Officers, and members of our Board of Directors to manage their personal affairs. Nevertheless, our personal interests must never interfere (or appear to interfere) with the interests of DevvStream. A conflict of interest situation can arise when someone takes actions or has interests that may make it difficult to perform his or her company work objectively and effectively.

Employees must avoid apparent or actual conflicts of interest and must disclose potential conflicts of interest to their supervisor, or to the Chief Operating Officer. Executive Officers and members of the Board of Directors should report apparent or actual conflicts of interest to the Chief Operating Officer. Examples of situations in which potential conflicts of interest could arise include, but are not limited to:

Personal Relationships. Employees should not participate in any business decision that could benefit an individual with whom they have a close personal relationship at a cost or detriment of any kind to DevvStream. Conflicts of interest can arise when an Employee or a member of his or her family receives improper personal benefits as a result of his or her position at DevvStream.

Gifts & Business Entertainment. Providing and receiving modest gifts or entertainment can be beneficial to long-term business relationships, provided they are reasonable and appropriate for the situation, not offered to improperly influence a business decision, and are permissible under laws and policies that apply to the recipient. Gifts and entertainment should always be in good taste, should not be lavish, and should be considered courtesies, not regular practices. Gifts in cash, or cash equivalents, such as gift cards, are always prohibited. Giving or offering gifts and hospitality to government officials presents enhanced risk. For further guidance see DevvStream’s Anti-Corruption Policy on the Company's internal SharePoint site under Operations/Company Policies.

Outside Employment. Full-time employees must have prior written approval from their manager before providing services to another for-profit business, unless otherwise allowed under the terms of their employment or local law. You may never provide services to a competitor while you are employed by DevvStream.

Political Activities. You should keep your political activities separate from your work for DevvStream. Accordingly, it is inappropriate to use company resources (including time, property, or equipment) for such activities. You should notify your manager before accepting a public office.

Corporate Opportunities. You are prohibited from (a) taking for yourself opportunities that are discovered through the use of DevvStream property, information, or position; (b) using DevvStream property, information, or position for personal gain; and (c) competing with DevvStream.

Fraud and Misappropriation of Company Resources. You should follow all internal approval processes and accounting and financial reporting principles to properly record all transactions.

We Keep Accurate Books, Records & Accounts and Make Accurate Disclosures. Accurate information is essential to DevvStream’s ability to meet legal and regulatory obligations and to compete effectively. The records and books of account of DevvStream must meet the highest standards and accurately reflect the true nature of the transactions they record.

No undisclosed or unrecorded account or fund may be established for any purpose. No disbursement of corporate funds or other corporate property may be made without adequate supporting documentation or for any purpose other than as described in the documents.

Do not knowingly create, use, or accept any falsified or forged documents in connection with DevvStream business activities or request or accept the delivery of any DevvStream proceeds into personal bank accounts. You cannot facilitate or participate in any third-party attempts to defraud DevvStream and must take appropriate steps to protect against any misuse of company resources. You must report all suspected attempts of external fraud.

You must follow DevvStream’s system of internal controls and disclosure controls and ensure that corporate records and all securities filings are timely, legitimate, and accurate. Creating false or misleading records of any kind is prohibited.

We Act With Integrity In Our Business Relationships

Competition, Antitrust and Fair Dealing Laws: We comply with all antitrust and competition laws wherever we do business. These laws are designed to ensure a fair and level playing field. We should always deal fairly with our customers, suppliers, and competitors, as well as Employees. We should not take unfair advantage of anyone through manipulation, concealment, abuse of confidential or privileged information, misrepresentation of material factors or other unfair dealing practices. Fair dealing laws and antitrust laws protect industry competition by generally prohibiting formal or informal agreements that would restrain trade, for example, agreements between competitors seeking to manipulate or fix prices, divide markets, or unfairly impact competitors. If you ever learn of or are involved in discussions where these topics arise, you should immediately contact the Chief Operating Officer.

Gathering Competitive Information: Obtaining and using information about competitors can be a legitimate part of the competitive process if gathered properly. However, information should be gathered only from publicly available sources. If you believe someone is improperly giving you confidential information, politely decline to continue the conversation and report the incident to your manager or the Chief Operating Officer.

Interacting with Government Officials: For information regarding interactions with government officials worldwide, see DevvStream’s Anti-Corruption Policy on the Company's internal SharePoint site under Operations/Company Policies.

We manage corporate assets and proprietary information responsibly

Protecting Assets and Confidential Information: You must protect and exercise good judgment when using DevvStream’s assets. Personal use of company assets (such as technology resources) should be minimal and not interfere with job performance. You may not use DevvStream’s email or intranet assets to send or access offensive or inappropriate content. Also, Employees should be careful to protect DevvStream’s intellectual property from improper disclosure to or use by a third party. DevvStream may be entrusted with property and/or valuable information belonging to our business partners. You must use the same care to protect any property or valuable information entrusted to DevvStream by others. We should maintain the confidentiality of our own information and information entrusted to us by others, except when disclosure is authorized or legally mandated. Confidential information includes all non-public information that might be of use to competitors, or harmful to the company or its customers, if disclosed. This includes, but is not limited to, marketing plans, sales data, financial performance data, personal data of employees or customers, strategies, intellectual property, and any legally privileged materials. To protect this confidential information, you must follow all relevant laws and respect the privacy of information when collecting, keeping, and transferring confidential or otherwise private information. You are prohibited from using DevvStream confidential information for personal gain or to compete with DevvStream. Any waste, misuse, destruction, or theft of DevvStream’s assets or any improper or illegal activity must be brought to the attention of management. Individuals ceasing employment or business relationship with the DevvStream must return all confidential information, objects, documents, or data such as computer hardware and software, databases, cellular telephones, credit cards, books, manuals, etc. and shall comply with the DevvStream’s guidelines and policies in that respect.

Safeguarding Intellectual Property: Intellectual property is one of DevvStream’s most valuable assets and thus protection of our IP is a core responsibility for every employee. Each of us is responsible for safeguarding our trademarks, patents, copyrights, trade secrets, and proprietary know-how, methods, and processes. It is critical that you never disclose to unauthorized individuals – whether inside or outside of DevvStream – any information that may compromise DevvStream’s proprietary technology or trade secrets. It is equally important that we respect the valid intellectual property rights of third parties. Unauthorized use of third-party intellectual property may expose DevvStream and individual Employees to civil damages and criminal penalties.

Personal Data: DevvStream is committed to protecting the personal data of our Employees, customers, and others who entrust it to us. If you create, discover, use, access, receive or otherwise handle personal data you should follow applicable privacy laws and DevvStream’s data privacy policies and procedures.

Data Security: Keeping DevvStream’s data safe strengthens our business by building trust between our Employees, customers, and business partners. Specifically, you must protect all passwords, user IDs, access cards, and encryption or authentication keys. You must safeguard all confidential and non-public information, including, but not limited to, trade secrets, contracts, manufacturing, customer, employee, and pricing data.

Speaking on DevvStream’s Behalf and Careful Communications: Unless specifically authorized, you should refrain from speaking publicly on DevvStream’s behalf or publicly disclosing proprietary or confidential information about DevvStream. Only Employees who have been given permission to speak publicly on DevvStream’s behalf are permitted to do so. Those individuals permitted to speak on DevvStream’s behalf must always be truthful, accurate, and respectful in their communications.

Nothing in this policy is intended to preclude or dissuade employees from engaging in legally protected activities or activities protected by state or federal law, including the National Labor Relations Act (e.g., discussing wages, benefits, or terms and conditions of employment, raising complaints about working conditions for mutual aid or protection, or legally required activities), giving truthful testimony, or truthfully responding to a valid subpoena, or communicating or filing a charge with government or regulatory entities (such as the Equal Employment Opportunity Commission, National Labor Relations Board, Department of Labor, or Securities and Exchange Commission).

Reports, Investigations, and Potential Violations

Consequences for Violating the Code: Violation of any law or this Code is a serious matter. Any Employee who compromises or violates any applicable law or the Code may be subject to disciplinary action, up to, and including, termination; loss of employment-related benefits; and, if applicable, criminal or civil proceedings.

Cooperating in Investigations: You may be asked to cooperate or provide information in an investigation into violations of this Code, the law, or other DevvStream policies. Your full cooperation and assistance are required and the failure to do so will be considered a violation of the Code and DevvStream policy.

Non-retaliation: We will not tolerate retaliation against any Employee who makes a good faith report about a violation or possible violation of applicable law or the Code, or who participates in any investigation conducted internally or by a government enforcement agency. Any employee who believes he or she has been retaliated against should promptly report it to one of the resources listed below.

To Ask a Question, Raise a Concern, or Report a Violation: Any Employee who would like guidance on how to comply with the Code or applicable law, or who becomes aware of a violation of the Code or of any applicable law, is encouraged to report his or her concerns or questions through any of the following channels:

◾

His or her manager

◾

The Chief Operating Officer, who can be reached at: chris@devvstream.com or ethics@devvstream.com

Except where prohibited by local law:

◾

Employees may make reports anonymously and DevvStream will take steps to maintain the confidentiality of reports; and

◾

Third parties may report potential business misconduct by contacting the DevvStream employee with whom the person has a working relationship, or by submitting their report to the Chief Operating Officer.

Investigating and Resolving Reported Violations: The Audit Committee has established procedures for the receipt, investigation, and resolution of whistleblower reports. Please send any reports to Chief Operating Officer, who can be reached at: chris@devvstream.com, or ethics@devvstream.com. All reports of possible violations of the Code or applicable laws will be evaluated promptly and investigated, where appropriate.

Certification of Compliance with this Code

Each Employee must certify annually that he or she has read and understands this Code, that he or she recognizes that this Code applies to him or her, and that he or she has complied with all of the rules and requirements of this Code that apply to him or her.

Review and Monitoring of this Code

The Board of Directors, directly or through the Nominating and Corporate Governance Committee, will monitor compliance to this Code. The Nominating and Corporate Governance Committee shall review this Code of Conduct periodically, as it deems appropriate, and propose recommended changes to the Board of Directors.

This Code was approved by the Board of Directors on September 16, 2024. The Board of Directors last reviewed and amended the Code on September 16, 2024.

Exhibit 21.1

Subsidiaries of DevvStream Corp.

Name of Subsidiary	Jurisdiction of Organization
DevvStream Holdings Inc.	British Columbia, Canada

DevvStream Inc.	Delaware, U.S.
DevvESG Streaming Finco Ltd.	British Columbia, Canada

Exhibit 99.1

DevvStream Holdings Inc. Announces Completion of Business Combination with Focus Impact Acquisition Corp.; Secures Up to US$43M of Additional Capital to Execute Growth Plans

Completion of the business combination makes DevvStream the first publicly traded carbon credit generation company on a major U.S. stock exchange

The combined entity will be renamed DevvStream Corp. and its shares are expected to commence trading on the Nasdaq at the market open on November 7, 2024 under the ticker “DEVS”

VANCOUVER, BC, November 6, 2024 – DevvStream Holdings Inc. (“DevvStream” or the “Company”) (CBOE: DESG) (OTCQB: DSTRF) (FSE: CQ0), a leading carbon credit project co-development and generation firm specializing in technology-based solutions, today announced that it has completed its previously announced business combination (the “Business Combination”) with Focus Impact Acquisition Corp. (“Focus Impact” or “FIAC”) and will be the first publicly traded carbon credit generation company listed on a major U.S. stock exchange.

In connection with the completion of the business combination, FIAC has been renamed DevvStream Corp. In addition, among other things, FIAC’s Class A common stock and Class B common stock issued and outstanding prior to completion of the business combination were converted into 0.9692 common shares of DevvStream Corp., and FIAC’s warrants issued and outstanding prior to completion of the business combination were converted into warrants of DevvStream Corp. to purchase 0.9692 common shares of DevvStream Corp. DevvStream Corp’s common shares are expected to commence trading on the Nasdaq under the new ticker symbol “DEVS” at the opening of trading on November 7, 2024.

Additionally, DevvStream has announced that it has secured access to up to $43 million in additional financing, a move aimed at accelerating its mission to democratize access to carbon markets. This funding will support DevvStream’s efforts to help organizations meet their climate and decarbonization targets while enhancing their financial stability.

“At DevvStream, we are deeply committed to executing our global growth strategy through advancing transparency and reliability in global carbon markets,” said Sunny Trinh, CEO and co-Founder of DevvStream. “This exciting transaction positions us extremely well to execute our accelerated growth plans as we work with partners and customers to drive further alignment between sustainability and profitability through expanded carbon market access. We look forward to our continued partnership with the FIAC team and delivering long-term value to all stakeholders.”

“We are tremendously excited to have completed our business combination with DevvStream as they continue strong progress toward their goal of making carbon markets accessible to organizations both large and small around the globe,” said Carl Stanton, CEO of Focus Impact. “We are extremely confident in the ability of DevvStream’s management team to deliver shareholder value by harnessing the full potential of the company’s systematic approach to the design, validation, and verification of technology-based carbon credits. We are excited to have contributed to the company’s rapid growth and are eager to continue partnering with Sunny and his team for many successful years ahead.”

Company Overview

Through DevvStream’s Carbon Management and Carbon Investment platforms, the Company is focused on the co-development and generation of technology-based carbon offset credits, in partnership with governments and corporations worldwide, across voluntary and compliance markets. These programs leverage a systematic approach to the process of generating high quality technology-based carbon credits by partnering with project owners to either directly invest as a co-developer, or execute project design, documentation, and certification efforts in exchange for a substantial portion of multi-year carbon credit streams.

Typical projects incur ongoing management and administrative costs during the contract term and generate recurring streams of carbon credits. Through a curated, technology-focused approach to the implementation of green technology projects, DevvStream aims to democratize access to carbon markets while helping governments and corporations worldwide meet their sustainability goals.

Since the announcement of the business combination with FIAC in September 2023, DevvStream has accelerated its global commercial progress and market strategy with several announcements and partnerships:

•

Acquired 50% Equity Stake in Carbon Sequestration Hub Facility: Closed a transaction with Monroe Sequestration Partners LLC (“MSP”), a subsidiary of Crestmont Investments LLC, whereby DevvStream acquired a 50% equity stake in MSP and its carbon sequestration operations. Funded by Crestmont, MSP is working within the geographic area and geologic formations capable of carbon storage for a legacy oil and gas field—covering 425 square-miles across 3 parishes in northern Louisiana—to develop one of the largest carbon sequestration reservoirs in the United States, with an estimated total storage capacity of 260 MMT of CO2, and capable of capturing a significant portion of the 30 million metric tons of CO2 emitted from local sources annually.

Revenues from the project are expected to be generated within a two-year timeframe via carbon sequestration federal tax credits—typically referred to as “45Q” credits, named for Section 45Q in the Internal Revenue Code—which currently sell for $85 per tonne of CO2 stored. Project revenues are also anticipated to be derived from the sale of voluntary carbon offset credits, as well as storage fees from accepted CO2 to be sequestered in the converted reservoir. Other potential revenues are projected to originate from timberland sequestration, stream bed remediation, and wetlands restoration.

•

Signed a Definitive Agreement to Purchase 1.2 Million Carbon Credits for Conservation of 200,000 Hectares of Amazon Territory from the Ipixuna REDD+ Project: The Project is located in the Ipixuna Indigenous Territory of Brazil and is designed to enhance environmental conservation efforts, reduce GHG emissions caused by deforestation, and promote decent living conditions in the local villages inhabited by the indigenous Parintintin tribe. The Parintintin people own, manage, and document all Project activities Certified under the Cercarbono Certified Carbon Standard Program and listed on the EcoRegistry at https://www.ecoregistry.io/projects/125, the Project is expected to reduce emissions by 13,227,635 tCO2e during its 30-year life, an average of 440,921 tCO2e per year.

•

Establishment of Electric Vehicle Charging Carbon Offset Program (“EVCCOP”): DevvStream’s EVCCOP enables electric vehicle (“EV”) charging partners to leverage charging station networks for the generation of high volumes of carbon credits to help fund network expansion efforts. By participating in DevvStream’s EVCCOP, partners receive a majority of the net revenues generated by the sale of carbon credits on an annual basis, reflecting the emission reductions (measured in tonnes of CO2e) generated by their chargers, with DevvStream in turn retaining a portion of the carbon credits generated in exchange for services related to the development and monetization of carbon credits from EV charging stations. In the past year, DevvStream has enrolled OK2Charge, E-Fill Electric LLC, Green Energy Technology, and Go-Station in the EVCCOP.

•

Expansion of Buildings and Facilities Carbon Offset Program (“BFCOP”): The BFCOP is a first-of-its-kind project which aims to designed to help building owners in the US and Canada generate carbon credit revenue via energy efficiencies and the use of renewable power. Residential, commercial, and institutional buildings, both new and retrofit, are eligible for the program.

Advisors

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”), served as exclusive financial advisor, lead capital markets advisor to Focus Impact. Morrison & Foerster LLP and McMillan LLP served as legal counsel to DevvStream. Kirkland & Ellis LLP and Stikeman Elliott LLP served as legal counsel to Focus Impact.

About DevvStream

Founded in 2021, DevvStream is a leading authority in the use of technology in carbon project development. The Company's mission is to create alignment between sustainability and profitability, helping organizations achieve their climate initiatives while directly improving their financial health. With a pipeline of over 140 technology-based projects worldwide, DevvStream makes it simple for corporations and governments to address their net-zero goals while generating premium carbon credits in the process. DevvStream takes a programmatic approach to evaluating project opportunities, and co-develops projects spanning energy-efficient buildings, facilities and homes, industrial facilities, LED systems, EV charging stations, and technologies to seal oil wells. The Company's end-to-end proprietary solution removes the risk and complexity from every step, allowing organizations to move from project ideation to credit monetization with ease. The result is a multi-year stream of carbon credit revenue that transforms sustainability into a financial investment. In addition, for organizations that need help to offset their most difficult-to-reduce emissions, we also provide premium carbon credits for purchase.

About Focus Impact Acquisition Corp.

Focus Impact Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

Certain statements in this news release may be considered forward-looking statements. Forward-looking statements are statements that are not historical facts and generally relate to future events or Focus Impact’s or DevvStream’s future financial or other performance metrics. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. These forward-looking statements, including, without limitation, Focus Impact’s, DevvStream’s and the combined company’s expectations with respect to future performance and anticipated financial impacts of the transaction, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Focus Impact and its management, and DevvStream and its management, as the case may be, are inherently uncertain and subject to material change. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) factors associated with companies, such as DevvStream, that are engaged in carbon credit project co-development and generation, including anticipated trends, growth rates, and challengese in those businesses and in the markets in which they operate;(2) the outcome of any legal proceedings that may be instituted against Focus Impact, DevvStream, the combined company or others; (3) the risk that the transaction disrupts current plans and operations of the combined company as a result of the announcement and consummation of the transaction; (4) the ability to recognize the anticipated benefits of the transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and retain its management and key employees; (5) costs related to the transaction; (6) changes in applicable laws or regulations; (7) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; (8) Focus Impact’s estimates of expenses and profitability and underlying assumptions with respect to purchase price and other adjustments; (9) various factors beyond management’s control, including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Registration Statement on Form S-4 that includes a proxy statement and prospectus of Focus Impact (as amended, the “proxy statement/prospectus”), first filed with the SEC on December 4, 2023, as amended from time to time, and other filings with the SEC; and (10) certain other risks identified and discussed in DevvStream’s Annual Information Form for the year ended July 31, 2023, and DevvStream’s other public filings with Canadian securities regulatory authorities, available on DevvStream’s profile on SEDAR at www.sedarplus.ca.

These forward-looking statements are expressed in good faith, and Focus Impact, DevvStream and the combined company believe there is a reasonable basis for them. However, there can be no assurance that the events, results or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and none of Focus Impact, DevvStream or the combined company is under any obligation, and expressly disclaim any obligation, to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Readers should carefully review the statements set forth in the reports, which Focus Impact has filed or the combined company will file from time to time with the SEC and DevvStream’s public filings with Canadian securities regulatory authorities. This news release is not intended to be all-inclusive or to contain all the information that a person may desire in considering an investment in Focus Impact or DevvStream and is not intended to form the basis of an investment decision in Focus Impact or DevvStream. All subsequent written and oral forward-looking statements concerning Focus Impact and DevvStream, the transaction or other matters and attributable to Focus Impact and DevvStream or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

On Behalf of the Board of Directors,

Sunny Trinh, CEO

DevvStream Media & Investor Contacts

DevvStream@icrinc.com

info@fcir.ca

Phone: (332) 242-4316

Exhibit 99.2

DEVVSTREAM HOLDINGS INC. PRO FORMA COMBINED INCOME STATEMENT

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Period From January 1, 2024 to July 31, 2024 (Expressed in USD)

	Devstream Holdings Inc.				Focus Impact Acquisition Corp.
								Pro-forma Adjustments			Notes	Pro-forma Results
								Pro-forma Adjustments			Notes	Pro-forma Results
	$			$				$			A

Operating expenses
Advertising and promotion		116,957				-			-				116,957
Depreciation		910				-			-				910
General and administrative		266,439				608,177			(368,177	)	B		506,439
Professional fees		1,690,869				2,084,716			(3,282,339	)	C		493,246
Salaries and wages		158,902				-			-				158,902
Share-based compensation		633,029				-			-				633,029
Travel expenses
		(2,867,106	)			(2,692,893	)		3,650,516				(1,909,483	)

Other income
Foreign exchange gain/loss		(30,086	)			-			-				(30,086	)
Interest expense		(11,227	)			-			-				(11,227	)
Interest income		-				471,525			(471,525	)	D		-
Accretion expense		(23,010	)			-			-				(23,010	)
Change in fair value of warrant liability		-				(454,000	)						(454,000	)
Unrealized gain (loss)		(50,561	)			-			-				(50,561	)
Tax expense		-				(176,530	)		176,530		D		-

Net loss		(2,981,990	)			(2,851,898	)		3,355,521				(2,478,367	)

Foreign currency translation		(1,190,077	)			-							(1,190,077	)

Comprehensive loss		(4,172,067	)			(2,851,898	)		3,355,521				(3,668,444	)

Weighted average number of shares outstanding		34,175,629				7,467,578					E		27,413,444

Loss per share		- 0.09				- 0.38							- 0.09

Notes:

A: These fiancials are based on management's best estimates as of the date hereof and are pro forma for the combination of Devvstream and FIAC. These financials and related adjustments have not been audited nor reviewed by the company's external advisers and the company makes no representations as to their accuracy or applicability. The combined results are for the period from January 1, 2024 and ending June 30, 2024.

B: Adjustment reflects the elimnation of general and administrative expenses of FIAC not to be incurred following the transaction and the addition of general and administrative expenses related to the listing, franchise taxes and other miscellaneous items, which are exepcted to continue to be incurred post transaction closing.

C: Adjustment reflects the elimination of professional fees in conjunction with the transaction and FIAC espenses not expected to reoccur post-transaction plus the addition of legal, audit and investor relations fees expected to be incurred on an ongoing basis following the transaction.

D: Adjsutment reflects the elimination of interest income on the cash balances in Trust and the corresponding elimination of income taxes on such interst income.

E: Weighted average number of shares outstanding reflects pro forma number of shares estimated to be outstanding following the transaction as of the final transaction exchange ratio. The pro forma number of shares issued and outstanding does not include issuances that occured after closing of the Business Combination, such as share issuances with respect to the Strategic Consulting Agreement, the New Convertible Notes, New PubCo Warrants, the Converted Warrants, the Converted Options, the Converted RSUs or any other security pursuant to which New PubCo Common Shares may be issuable (each term used in the foregoing as defined in the Current Report on Form 8-K with which this exhibit has been furnished).